CorEnergy Infrastructure Trust 8K Termination of a Material Definitive Agreement | CORR 7 Jul 20

Execution Copy

COMPROMISE AND RELEASE AGREEMENT

THIS COMPROMISE AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of June 26, 2020, by and among Pinedale Corridor, LP, a Delaware limited partnership (“Pinedale”), CorEnergy Infrastructure Trust Inc., a Maryland corporation (“CORR”), the Agent (as defined below), and the Purchasers (as defined below, and together with Pinedale, CORR, and the Agent, the “Parties”). All capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the NPA (as defined below).

RECITALS

WHEREAS, pursuant to the Second Amended and Restated Term Credit Agreement and Note Purchase Agreement dated as of December 29, 2017 among Pinedale, and each of the Purchasers listed in the Purchaser Schedule attached thereto (the “Purchasers”) (as amended, restated, supplemented or otherwise modified as of the date hereof, the “NPA”), Pinedale issued

$41,000,000 aggregate principal amount of its 6.50% Senior Secured Notes, Series A, due December 29, 2022 (the “Notes”);

WHEREAS, the Notes are secured by the Collateral, including the LGS Assets; WHEREAS, Pinedale owns the LGS Assets, which are leased to Ultra Wyoming LGS,

LLC, a Delaware limited liability company, (“Ultra”) pursuant to the Lease dated on or about December 14, 2012 (as amended, restated, supplemented or otherwise modified as of the date hereof, the “Lease”);

WHEREAS, on May 14, 2020, Ultra and certain of its affiliates filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the Southern District of Texas1;

WHEREAS, on May 15, 2020, Ultra filed Debtor Ultra Wyoming LGS, LLC’s Motion for Entry of an Order Authorizing Rejection of the Pinedale LGS Lease Agreement [D.I. 17] (the “Motion”) seeking authorization to reject the Lease;

WHEREAS, on June 5, 2020, Pinedale filed Pinedale Corridor, LP’s Objection to Debtor Ultra Wyoming LGS, LLC’s Motion for Entry of an Order Authorizing Rejection of the Pinedale LGS Lease Agreement [D.I. 204] (the “Objection”) opposing the rejection of the Lease; the issues and arguments raised in the Motion and the Objection are referred to herein as the “Lease Rejection Dispute”;

WHEREAS, after taking into account certain agreed expenses, Pinedale projects that it has cash on hand in the amount of $3,472,121.51 (such amount, the “Pinedale Cash” and such amount, net of the expenses listed on Exhibit B, the “Pinedale Net Cash”);

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1 The bankruptcy cases are jointly administered under the lead case, In re Ultra Petroleum Corp., et al., Case No. 20-32631

WHEREAS, as set forth in this Agreement and in the Settlement Motion (as defined below), Pinedale believes it has an agreement with Ultra that will settle the Lease Rejection Dispute and all claims arising in connection with the Lease;

WHEREAS, in accordance with the settlement, on the Effective Date of this Agreement,

(a)Pinedale intends to (i) use the Pinedale Cash to pay the expenses listed on Exhibit B, (ii) pay the Pinedale Net Cash on account of the Obligations, and (iii) sell the LGS Assets to Ultra for a purchase price of $18,000,000 (the “LGS Purchase Price” and together with the Pinedale Net Cash, the “Payoff Amount”) pursuant to the Liquids Gathering System Sublette County, Wyoming Purchase and Sale Agreement expected to be dated as of June 26, 2020 between Ultra and Pinedale, a copy of which has been provided to the Agent (respectively the “PSA” and the “LGS Sale”), and

(b)Ultra will be directed by Pinedale to pay the LGS Purchase Price directly to the Purchasers on account of the Obligations, as set forth in the Purchaser payment instructions attached here as Exhibit A;

WHEREAS, on June 22, 2020, Ultra filed its Debtors’ Emergency Motion for Entry of an Order (I) Authorizing the Debtors to Enter Into and Perform Under an Asset Purchase Agreement to Purchase the Pinedale LGS Gathering System, (II) Authorizing and Approving the Settlement by and Among the Debtors and Pinedale, and (III) Granting Related Relief [D.I. 301] seeking entry of an order approving a settlement of the Lease Rejection Dispute and all claims arising in connection with the Lease (respectively, the “Settlement Motion” and “Settlement Order”);

NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

COMPROMISE AND RELEASE

1.Recitals Incorporated by Reference

The foregoing recitals are hereby incorporated by reference into this Agreement.

2. Payments

a.Payment of Fees and Expenses and Pinedale Net Cash. Upon the occurrence of the Effective Date, and in no event later than 1 Business Day following the occurrence of the Effective Date, Pinedale shall:

i.use the Pinedale Cash to pay the fees and expenses incurred by the Agent, the Purchasers, and Pinedale listed in Exhibit B in accordance with the payment instructions therein; and

ii.pay the Pinedale Net Cash to the Purchasers in accordance with the payment instructions listed in Exhibit A.

b. Payment of LGS Purchase Price. Upon the occurrence of the Effective Date, Pinedale shall direct Ultra to pay the LGS Purchase Price to the Purchasers in accordance with the payment instructions listed in Exhibit A.

3. Satisfaction of Obligations and Release of Liens

a.Release of Liens on LGS Assets upon Receipt by Purchasers of LGS Purchase Price. Upon receipt by the each Purchaser of the LGS Purchase Price as described in Section 2(b) above:

i.all Liens on, or relating to, the LGS Assets shall terminate automatically and irrevocably; and

ii.the Parties and their respective counsel (or their respective designees), in each case at the sole expense of Pinedale shall be authorized to execute, record and/or deliver (as applicable) the documents listed in Exhibit C hereto in order to release Liens granted under the Note Documents on, or relating to, the LGS Assets.

b.Satisfaction of Obligations. Upon receipt of the payments described in Sections 2(a) and (b) above by the recipients listed on Exhibit B and Purchasers, as applicable (collectively, the “Termination Conditions”):

i.the NPA shall terminate, and all of the Obligations under the Note Documents (other than (A) expense and other reimbursement obligations included on Exhibit B, and (B) any other obligations that, pursuant to the express terms of the Note Documents, survive the termination of the Note Documents (collectively, the “Surviving Debt”)) shall be deemed paid in full;

ii.each of the Note Documents and all Liens granted, made or existing thereunder or in connection therewith shall terminate automatically and irrevocably; and

iii.Pinedale shall automatically be released and discharged from all obligations, claims and demands under the Note Documents (other than the Surviving Debt).

c.Release of Liens. Except as described in Section 3(a) above, upon satisfaction of the Termination Conditions, the Parties and their respective counsel (or their respective designees), in each case at the sole expense of Pinedale:

i.shall be authorized to (A) execute, record and/or deliver (as applicable) the documents listed in Exhibit D hereto in order to release Liens granted under the Note Documents on, or relating to, Collateral other than the LGS Assets; and

ii.agree to take such steps as are reasonably requested by Pinedale and/or CORR to terminate all such Liens, at Pinedale’s sole expense.

d. Return of Notes. The Purchasers agree that, as soon as practicable following satisfaction of the Termination Conditions, they will execute and/or deliver to Pinedale, at the Pinedale’s sole cost and expense, the original Notes marked “cancelled” (or provide a loss affidavit regarding same).

e. Clawback. Notwithstanding anything to the contrary contained herein, Pinedale acknowledges and agrees that if, at any time on or after the date hereof, all or any portion of the Payoff Amount or any other payments or proceeds, or any portion thereof, paid to the Agent, any Purchaser or any other recipient on account of the Obligations is avoided, rescinded, set aside, invalidated, declared to be fraudulent, or a fraudulent conveyance or preferential, or otherwise must be returned or repaid by the Agent, any Purchaser or any other recipient whether in any bankruptcy, reorganization, insolvency or similar proceeding, or under any state or federal law, common law or equitable cause, the Obligations and indebtedness of Pinedale to the Agent and the Purchasers and the Liens securing the foregoing, or any part thereof which was intended to be satisfied by any such payments or proceeds, and any guarantees of the indebtedness and the Obligations, shall each be revived and reinstated (without any further action by any party) and continue to be in full force and effect, and shall be enforceable against Pinedale, as the case may be, and any of their successors and assigns, as if such payments or proceeds had never been received by the Agent, such Purchaser or such other recipient, and this Agreement shall in no way impair the claims of the Agent and Purchasers with respect thereto. In such event, Pinedale shall be and remain liable to Purchasers and the Agent for the amount so prepaid or recovered to the same extent as if such amount had never originally been received by the Agent, such Purchaser or such other recipient. Pinedale shall work with the Agent and Purchasers to restore to the Purchasers the Liens held on this date in any Collateral pursuant to the Security Documents. In particular, Pinedale shall take such steps as are reasonably requested by the Purchasers or Agent to reinstate and/or perfect all such Liens, including executing, recording and/or delivering financing statements and other security agreements.

4. Representations and Warranties

a.Representations of Pinedale and CORR. Pinedale and CORR each hereby represents and warrants to the Purchasers and the Agent, as of the date of this Agreement and as of the Effective Date, as follows:

i.this Agreement has been duly authorized by all necessary corporate action on the part of Pinedale or CORR, as applicable;

ii.Pinedale has no cash on hand other than the Pinedale Cash;

iii.Pinedale has no assets other than the Pinedale Cash that could be used to pay the Obligations, and does not expect to have or receive in the future any tax refunds or other assets or income that could be used to pay the Obligations;

iv. no dividends or other distributions have been made by Pinedale to CORR since March 31, 2020;

v. Each of Pinedale, Pinedale GP, Inc., and Pinedale LP I, LLC is and shall be treated as a disregarded entity for Federal income tax purposes, with all items of income, gain, loss and expenses being treated as though earned or incurred by CORR;

vi. CORR is and shall qualify as a real estate investment trust as defined in 26 U.S.C.

§§ 856-57 with all items of income, gain, loss and expenses by Pinedale being treated as though earned or incurred by its beneficial owners; and

vii. Pinedale is not entitled to a cash refund with respect to federal, state or local taxes for the tax year ending December 31, 2019.

b. Representations of the Purchasers and Agent. Each of the Purchasers and the Agent hereby represents and warrants to Pinedale and CORR that, as of the Effective Date, this Agreement has been duly authorized by all necessary corporate action on the part of such Purchaser or Agent.

5. Effective Date

The date on which all of the following conditions precedent have been satisfied in full shall be the “Effective Date”.

a.Execution and Delivery of this Agreement. All Parties shall have executed and delivered this Agreement and the Parties (or counsel on their behalf) shall have received a counterpart of this Agreement duly executed and delivered by each of the other Parties.

b.Execution and Delivery of the PSA. The Agent and Purchasers (or counsel on their behalf) shall have received a fully executed copy of the PSA in form and substance acceptable to the Purchasers.

c.Entry of the Settlement Order. The Bankruptcy Court for the Southern District of Texas shall have entered the Settlement Order in form and substance satisfactory to the Parties, approving the settlement as described in this Agreement and the Settlement Motion.

d.Sale Closing. The sale of the LGS Assets by Pinedale to Ultra shall have been consummated contemporaneously.

e.Representations and Warranties. The representations and warranties set forth in Section 4 hereof shall be true and correct in all respects.

f. Other Proceedings. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in form and substance satisfactory to the Purchasers, and the Purchasers (or counsel on their behalf) shall have received all such counterparts or certified or other copies of such documents as they may reasonably request.

6. Releases

a.Releases by Pinedale and CORR. For and in consideration of the Agent’s and the Purchasers’ agreements contained herein, effective upon the occurrence of both the Effective Date and the receipt of payments set forth in Section 2 hereof by the applicable Parties, Pinedale and CORR hereby irrevocably and voluntarily discharge, waive, acquit, surrender and expressly release the Agent, the Purchasers and their respective parent entities, subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives, attorneys, partners, members and their respective successors and assigns (collectively, the “Pinedale/CORR Released Parties”) from (i) all obligations to Pinedale or CORR (and their respective successors and assigns) under the Note Documents, and (ii) any and all claims, causes of action, damages, proceedings, suits, rights, liabilities or obligations of every nature and description in any way or manner which relates, directly or indirectly, to or arises out of any Pinedale/CORR Released Party’s performance and obligations under the Note Documents or the transactions relating thereto; whether known or unknown, anticipated or unanticipated, fixed or contingent, at law or in equity, that Pinedale or CORR at any time may have, or that any of their respective successors and assigns may have against the Pinedale/CORR Released Parties (except, with regards to clauses (i) and (ii) above, for the obligations and agreements of the Pinedale/CORR Released Parties expressly set forth in this Agreement). For the avoidance of doubt, the releases, terminations and other similar agreements granted or made in this Agreement apply solely to the arrangements under the Note Documents, the resolution of the Lease rejection dispute, and not to any other credit facilities, financial arrangements or contractual agreements that may exist between or among some or all of the Parties, if any.

b.Releases by the Agent and the Purchasers. For and in consideration of Pinedale’s and CORR’s agreements contained herein, effective upon the occurrence of both the Effective Date and the receipt of payments set forth in Section 2 hereof by the applicable Parties, the Agent and the Purchasers hereby irrevocably and voluntarily discharge, waive, acquit, surrender and expressly release Pinedale and CORR and their respective parent entities, subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives, attorneys, partners, members and their respective successors and assigns (collectively, the “Agent/Purchaser Released Parties”) from (i) all obligations to the Agent or the Purchasers (and their respective successors and assigns) under the Note Documents except the Surviving Debt, and (ii) any and all claims, causes of action, damages, proceedings, suits, rights, liabilities or obligations of every nature and description in any way or manner which relates, directly or indirectly, to or arises out of any Agent/Purchaser Released Party’s performance and obligations under the Note Documents or the transactions relating thereto; whether known or unknown, anticipated or unanticipated, fixed or contingent, at law or in equity, that the Agent or Purchasers at any time may have, or that any of their respective successors and assigns may have against the

Agent/Purchaser Released Parties (except, with regards to clauses (i) and (ii) above, for the obligations and agreements of the Agent/Purchaser Released Parties expressly set forth in this Agreement). For the avoidance of doubt, the releases, terminations and other similar agreements granted or made in this Agreement (A) do not apply to any liability that any Agent/Purchaser Released Party may incur as a result of a breach of this Agreement, but rather (B) apply solely to the arrangements under the Note Documents, the resolution of the Lease rejection dispute, and not to any other credit facilities, financial arrangements or contractual agreements that may exist between or among some or all of the Parties, if any.

c. Waiver. Without limiting the generality of the foregoing, the Parties hereby waive (to the fullest extent permitted by law) the provisions of any statute that prevents a general release from extending to claims unknown by the releasing party.

d. Pleading. The releases contained herein are intended to be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit or other proceeding that may be instituted, prosecuted or attempted in breach of the foregoing releases.

e. Material Inducement. The Parties acknowledge that the releases contained herein constitute a material inducement to the Parties to enter into this Agreement and that the Parties would not have done so but for their respective expectations that such releases are valid and enforceable in all events.

7. Miscellaneous

a.Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

b.Amendments. This Agreement sets forth the entire agreement among the parties relating to the subject matter pertaining hereto, and no term or provision hereof may be amended, changed, waived, discharged or terminated orally or otherwise, except in a writing signed by each such party.

c.Governing Law. This letter agreement shall be governed by the internal laws of the State of New York.

d.Counterparts. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original, but altogether only one instrument. Delivery of an executed signature page by facsimile or e-mail transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

[Signature pages immediately follow]

Accepted and Agreed as of the date first written above.

PINEDALE CORRIDOR LP, a Delaware limited partnership

By: /s/ David J. Schulte Name: David J. Schulte

Title: President

CORENERGY INFRASTRUCTURE TRUST INC., a

Maryland Corporation

By: /s/ David J. Schulte Name: David J. Schulte

Title: CEO and President

[Signature Page to Compromise and Settlement Agreement]

PGIM, INC., as Agent