Common use of Issuer Expenses Clause in Contracts

Issuer Expenses. Subject to the limitations set forth below, the Issuer agrees to pay all costs and expenses incident to the Private Offering that it has previously approved in writing, whether or not the transactions contemplated hereunder are consummated or this Agreement is 10739013 v20 terminated, including expenses, fees and taxes in connection with: (i) the preparation of the Memorandum and any amendments or supplements thereto, and the printing and furnishing of copies thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment); (ii) the preparation, issuance and delivery of certificates, if any, for the Units, including any stock or other transfer taxes or duties payable upon the sale of the Units; (iii) all fees and expenses of the Issuer’s legal counsel, independent public or certified public accountants and other advisors; (iv) the fees and expenses of any transfer agent or registrar for the Units and any miscellaneous expenses referred to in the Memorandum; (v) all costs and expenses incident to the travel and accommodation of the Advisor’s personnel, in making presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the Private Offering; and (vi) the performance of the Issuer’s other obligations hereunder. Notwithstanding the foregoing, the Issuer shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 7(d) if the payment or reimbursement of such expenses would cause the aggregate of the Issuer’s “organization and offering expenses” as defined by FINRA Rule 2310 (including: (A) the Issuer expenses paid or reimbursed pursuant to this Section 7(d), (B) all items of underwriting compensation, including the selling commissions and dealer manager fees paid pursuant to Sections 7(a) and 7(b), and (C) the Dealer Manager costs and expenses described in Section 7(e)), to exceed 15.0% of the gross proceeds from the sale of the Units in the Private Offering.

Issuer Expenses. Subject to the limitations set forth below, the Issuer The Partnership agrees to pay all the costs and expenses incident relating to the Private Offering that it has previously approved in writing, whether or not the transactions contemplated hereunder are consummated or this Agreement is 10739013 v20 terminated, including expenses, fees and taxes in connection withfollowing matters: (i) the preparation preparation, printing or reproduction and filing with the Commission of the Memorandum Registration Statement (including financial statements and any amendments or supplements exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and the printing and furnishing each amendment or supplement to any of copies thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)them; (ii) the preparation, issuance printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of certificatessuch copies of the Registration Statement, if anyeach Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Units, including any stock or other transfer taxes or duties payable upon the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the Nasdaq; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Issuer’s legal counsel, independent public or certified public accountants Underwriters relating to such registration and qualification); (vii) any filings required to be made with the NASD (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other advisorsexpenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ivix) the fees and expenses of any transfer agent or registrar the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Units and any miscellaneous expenses referred to in the MemorandumPartnership; (vx) all other costs and expenses incident to the travel performance by the Partnership of its obligations hereunder; and accommodation (xi) the fees and expenses related to the offering of the AdvisorFirm Units by SemGroup Holdings. The Underwriters agree to reimburse the Partnership for certain of the Partnership’s personnel, actual bona fide expenses in making presentations an amount up to Participating Dealers and other broker-dealers and financial advisors $505,500 with respect to the Private Offering; offer and (vi) the performance of the Issuer’s other obligations hereunder. Notwithstanding the foregoing, the Issuer shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 7(d) if the payment or reimbursement of such expenses would cause the aggregate of the Issuer’s “organization and offering expenses” as defined by FINRA Rule 2310 (including: (A) the Issuer expenses paid or reimbursed pursuant to this Section 7(d), (B) all items of underwriting compensation, including the selling commissions and dealer manager fees paid pursuant to Sections 7(a) and 7(b), and (C) the Dealer Manager costs and expenses described in Section 7(e)), to exceed 15.0% of the gross proceeds from the sale of the Units in the Private OfferingUnits.

Issuer Expenses. Subject to the limitations set forth below, the Issuer The Partnership agrees to pay all the costs and expenses incident relating to the Private Offering that it has previously approved in writing, whether or not the transactions contemplated hereunder are consummated or this Agreement is 10739013 v20 terminated, including expenses, fees and taxes in connection withfollowing matters: (i) the preparation preparation, printing or reproduction and filing with the Commission of the Memorandum Registration Statement (including financial statements and any amendments or supplements exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and the printing and furnishing each amendment or supplement to any of copies thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)them; (ii) the preparation, issuance printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of certificatessuch copies of the Registration Statement, if anyeach Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Units, including any stock or other transfer taxes or duties payable upon the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the Nasdaq; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Issuer’s legal counsel, independent public or certified public accountants Underwriters relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other advisorsexpenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ivix) the fees and expenses of any transfer agent or registrar the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Units Partnership; and any miscellaneous expenses referred to in the Memorandum; (vx) all other costs and expenses incident to the travel and accommodation performance by the Partnership of the Advisor’s personnel, in making presentations to Participating Dealers and other broker-dealers and financial advisors with respect to the Private Offering; and (vi) the performance of the Issuer’s other its obligations hereunder. Notwithstanding the foregoing, the Issuer shall not directly pay, or The Underwriters agree to reimburse the Advisor for, the costs and expenses described in this Section 7(d) if the payment or reimbursement of such expenses would cause the aggregate Partnership for certain of the IssuerPartnership’s “organization actual bona fide expenses in an amount up to the sum of (i) $179,250 and offering expenses” (ii) 0.00125 times the initial price to the public per Common Unit as defined by FINRA Rule 2310 (including: (A) set forth on the Issuer expenses paid or reimbursed cover page of the Prospectus times the number of Option Units sold pursuant to this Section 7(d), (B) all items of underwriting compensation, including the selling commissions and dealer manager fees paid pursuant to Sections 7(a) and 7(b), and (C) the Dealer Manager costs and expenses described in Section 7(e)), to exceed 15.0% of the gross proceeds from the sale of the Units in the Private OfferingAgreement.

Issuer Expenses. Subject to the limitations set forth below, the Issuer The Partnership agrees to pay all the costs and expenses incident relating to the Private Offering that it has previously approved in writing, whether or not the transactions contemplated hereunder are consummated or this Agreement is 10739013 v20 terminated, including expenses, fees and taxes in connection withfollowing matters: (i) the preparation preparation, printing or reproduction and filing with the Commission of the Memorandum Registration Statement (including financial statements and any amendments or supplements exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and the printing and furnishing each amendment or supplement to any of copies thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)them; (ii) the preparation, issuance printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of certificatessuch copies of the Registration Statement, if anyeach Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Units, including any stock or other transfer taxes or duties payable upon the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the Nasdaq; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Issuer’s legal counsel, independent public or certified public accountants Underwriters relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other advisorsexpenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ivix) the fees and expenses of any transfer agent or registrar the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Units Partnership; and any miscellaneous expenses referred to in the Memorandum; (vx) all other costs and expenses incident to the travel and accommodation performance by the Partnership of its obligations hereunder. The Underwriters agree to reimburse the Partnership for certain of the AdvisorPartnership’s personnel, actual bona fide expenses in making presentations an amount up to Participating Dealers and other broker-dealers and financial advisors $[•] with respect to the Private Offering; offer and (vi) the performance of the Issuer’s other obligations hereunder. Notwithstanding the foregoing, the Issuer shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 7(d) if the payment or reimbursement of such expenses would cause the aggregate of the Issuer’s “organization and offering expenses” as defined by FINRA Rule 2310 (including: (A) the Issuer expenses paid or reimbursed pursuant to this Section 7(d), (B) all items of underwriting compensation, including the selling commissions and dealer manager fees paid pursuant to Sections 7(a) and 7(b), and (C) the Dealer Manager costs and expenses described in Section 7(e)), to exceed 15.0% of the gross proceeds from the sale of the Units in the Private OfferingUnits.

Issuer Expenses. Subject to the limitations set forth below, the Issuer The Partnership agrees to pay all the costs and expenses incident relating to the Private Offering that it has previously approved in writing, whether or not the transactions contemplated hereunder are consummated or this Agreement is 10739013 v20 terminated, including expenses, fees and taxes in connection withfollowing matters: (i) the preparation preparation, printing or reproduction and filing with the Commission of the Memorandum Registration Statement (including financial statements and any amendments or supplements exhibits thereto), each Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and the printing and furnishing each amendment or supplement to any of copies thereof to the Dealer Manager and to Participating Dealers (including costs of mailing and shipment)them; (ii) the preparation, issuance printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of certificatessuch copies of the Registration Statement, if anyeach Preliminary Prospectus, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the Units, including any stock or other transfer taxes or duties payable upon the offering and sale of the Units; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Units, including any stamp or transfer taxes in connection with the original issuance and sale of the Units; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Units; (v) the registration of the Units under the Exchange Act and the listing of the Units on the Nasdaq; (vi) any registration or qualification of the Units for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Issuer’s legal counsel, independent public or certified public accountants Underwriters relating to such registration and qualification); (vii) any filings required to be made with the NASD (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); (viii) the transportation and other advisorsexpenses incurred by or on behalf of Partnership representatives in connection with presentations to prospective purchasers of the Units; (ivix) the fees and expenses of any transfer agent or registrar the Partnership’s accountants and the fees and expenses of counsel (including local and special counsel) for the Units and any miscellaneous expenses referred to in the MemorandumPartnership; (vx) all other costs and expenses incident to the travel performance by the Partnership of its obligations hereunder; and accommodation (xi) the fees and expenses related to the offering of the AdvisorFirm Units by SemGroup Holdings. The Underwriters agree to reimburse the Partnership for certain of the Partnership’s personnel, actual bona fide expenses in making presentations an amount up to Participating Dealers and other broker-dealers and financial advisors $ with respect to the Private Offering; offer and (vi) the performance of the Issuer’s other obligations hereunder. Notwithstanding the foregoing, the Issuer shall not directly pay, or reimburse the Advisor for, the costs and expenses described in this Section 7(d) if the payment or reimbursement of such expenses would cause the aggregate of the Issuer’s “organization and offering expenses” as defined by FINRA Rule 2310 (including: (A) the Issuer expenses paid or reimbursed pursuant to this Section 7(d), (B) all items of underwriting compensation, including the selling commissions and dealer manager fees paid pursuant to Sections 7(a) and 7(b), and (C) the Dealer Manager costs and expenses described in Section 7(e)), to exceed 15.0% of the gross proceeds from the sale of the Units in the Private OfferingUnits.