Algonquin Power & Utilities Corp., a company incorporated under the federal laws of Canada (corporation number 236237-6) and whose registered office is at 354 Davis Road, Suite 100, Oakville, Ontario, Canada, ​ [Unknown Identifier] (the “Purchaser”)

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c/o Algonquin Power & Utilities Corp.

Power. Crestwood Midstream has the power to operate and maintain the Facilities and to carry on all businesses normally incident thereto.

Power. It has the power to own the Facilities and to carry on all business as is contemplated by this Agreement.

Voting Power. Except with respect to Company PSUs and Company Stock Options (but including any Company Common Stock issued upon settlement of Company PSUs or exercise of Company Stock Options), and subject to applicable securities laws, such Stockholder has full voting power with respect to all such Stockholder’s Subject Shares, and full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all such Stockholder’s Subject Shares. None of such Stockholder’s Subject Shares are subject to any ​’ agreement, proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided pursuant to this Agreement.

Organization; Power. Each Loan Party # is duly organized or incorporated, validly existing and, to the extent such concept is applicable in the corresponding jurisdiction, in good standing under the laws of the jurisdiction of its organization or incorporation and # has all requisite organizational or constitutional power and authority to execute and deliver this Amendment and perform its obligations under this Amendment, the Credit Agreement as amended by this Amendment, and the other Loan Documents to which it is a party, except, in the case of [clauses (i) and (ii)])], where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Corporate Power. ​ has all requisite legal and corporate power and authority to execute and deliver this Agreement, to issue the ​ Shares, and to carry out and perform its obligations under the terms of this Agreement.

POWER OF ATTORNEY. ​ irrevocably appoints ​ and its successors and as true and lawful attorney in fact, and authorizes ​ # to, whether or not there has been an Event of Default, # demand, collect, receive, sue, and give releases to any Account Debtor for the monies due or which may become due upon or with respect to the Receivables and to compromise, prosecute, or defend any action, claim, case or proceeding relating to the Receivables, including the filing of a claim or the voting of such claims in any bankruptcy case, all in ​’s name or ​’s name, as ​ may choose; # prepare, file and sign ​’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; # notify all Account Debtors with respect to the Receivables to pay ​ directly; # receive and open all mail addressed to ​ for the purpose of collecting the Receivables; # endorse ​’s name on any checks or other forms of payment on the Receivables; # execute on behalf of ​ any and all instruments, documents, financing statements and the like to perfect ​’s interests in the Receivables and Collateral; # debit any ​’s deposit accounts maintained with ​ for any and all Obligations due under this Agreement; and # do all acts and things necessary or expedient, in furtherance of any such purposes, and # to, upon the occurrence and during the continuance of an Event of Default, sell, assign, transfer, pledge, compromise, or discharge the whole or any part of the Receivables. Upon the occurrence and continuation of an Event of Default, all of the power of attorney rights granted by ​ to ​ hereunder shall be applicable with respect to all Receivables and all Collateral.

Power to Vote. The Investors have full power to vote the Investor Shares owned as of the date hereof as provided in [Section 2]. Neither the Investors nor any of the Investor Shares is subject to any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of the Investor Shares, except as otherwise contemplated by this Agreement. During the Voting Period, the Investors will not enter into any voting trust, proxy or other agreement, arrangement or restriction with respect to the voting of the Investor Shares, except as otherwise contemplated by this Agreement.

Power of Attorney. The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full power of substitution, of you for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company, as attorney-in-fact for you, may in your name and stead, make and execute all conveyances, assignments and transfers of Common Stock and property provided for herein, and you hereby ratify and confirm that which the Company, as said attorney-in-fact, shall do by virtue hereof. Nevertheless, you shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for this purpose.