Representation Date Certificate

Representation Date Certificate. The undersigned, ___________________, the __________ of the general partner of Evolve Transition Infrastructure LP, a Delaware limited partnership (the "Partnership"), does hereby certify, on behalf of the Partnership pursuant to Section (7)(l) of that certain ATM Sales Agreement, dated April 20, 2021 (the "Sales Agreement"), by and between the Partnership and Virtu Americas LLC ("Virtu"), which Sales Agreement relates to the issuance and sale by the Partnership through or to Virtu of common... units representing limited partner interests (terms used but not defined herein have the meanings assigned to them in the Sales Agreement), that: 1. subject to modification to incorporate the disclosures contained in the Registration Statement, the Prospectus and the Incorporated Documents, in each case as amended and supplemented as of the date of this Certificate, each of the representations and warranties of the Partnership contained in the Agreement were, when originally made, and are, as of the date of this Certificate, true and correct in all material respect; 2. except as waived by Virtu in writing, each of the covenants required to be performed by the Partnership in the Agreement on or prior to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement, has been duly, timely and fully performed in all material respects and each condition required to be complied with by the Partnership on or prior to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement has been duly, timely and fully complied with in all material respects; 3. subsequent to the date of the most recent financial statements in the Prospectus, and except as described in the Prospectus, including Incorporated Documents, there has been no Material Adverse Effect; 4. no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the undersigned, are contemplated by the Securities and Exchange Commission; 5. no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Placement Securities under the securities or Blue Sky laws of any jurisdiction are in effect and no proceeding for such purpose is pending before, or threatened, to the Partnership's knowledge or in writing by, any securities or other governmental authority (including, without limitation, the Commission); and 6. Hunton Andrews Kurth LLP is entitled to rely on this certificate in connection with the opinion that such firm is rendering pursuant to Section 7(m) of the Sales Agreement. View More