Exhibit 4.2


 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


BETWEEN


 


MACQUARIE INFRASTRUCTURE CORPORATION


 


AND


 


MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC.


 


Dated as of May 21, 2015


 


This AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of May 21, 2015, is between Macquarie Infrastructure Corporation, a Delaware
corporation (the “Company”) and Macquarie Infrastructure Management (USA) Inc., a Delaware corporation (the “Manager”).


 


RECITALS


 


WHEREAS, Macquarie Infrastructure Company LLC,
the predecessor entity of the Company (“Predecessor”) and the Manager are party to a Registration Rights Agreement,
dated as of December 21, 2004 (the “Original Agreement”);


 


WHEREAS, pursuant to a Certificate of Conversion
filed with the Secretary of State of the State of Delaware effective as of May 21, 2015, the Predecessor converted (the “Conversion”)
into the Company, with each limited liability interest of Predecessor converting to one share of common stock, par value $0.001
per share (the “Common Stock,” which term shall include interests in the predecessors of the Company that will convert
into such Common Stock in the Conversion) of the Company;


 


WHEREAS, pursuant to the terms of the Third
Amended and Restated Management Services Agreement (the “Management Services Agreement”) dated as of the date hereof
among the Manager, the Company, MIC Ohana Corporation and certain directly wholly owned subsidiaries of the Company as may from
time to time execute a counterpart to the Management Services Agreement (each, a “Managed Subsidiary”; together, the
“Managed Subsidiaries”), the Company and each Managed Subsidiary have agreed to appoint the Manager to manage their
respective businesses and affairs as therein described;


 


WHEREAS, pursuant to the terms of the Management
Services Agreement, the Manager has the right but not the obligation to invest all or a portion of the management fees it receives
from the Company and the Managed Subsidiaries, from time to time, in Common Stock of the Company in accordance with the terms therein
(each, a “Management Fee Investment”; together, the “Management Fee Investments”);


 



    	 



    	 



    

 


WHEREAS, the parties hereto desire to revise
the Original Agreement in connection with the Conversion.


 


NOW, THEREFORE, in consideration of the foregoing
and the covenants contained herein, the parties agree as follows:


 


SECTION 1


DEFINITIONS


 


1.1 Definitions.


 


The following terms, when used in this Agreement,
shall, except where the context otherwise requires, have the following meanings (such definitions to be equally applicable to the
singular and plural forms thereof):


 


“Additional Initial Investment”
means the 600,000 shares of Trust Stock comprising 30% of the Manager’s initial investment in the trust that was a predecessor
entity of the Company.


 


“Automatically Effective Shelf”
means any Registration Statement of the Company on Form S-3ASR that is currently effective and on file with the Commission that
can be used for the registration and sale of the Company’s Common Stock.


 


“Business Day” means each Monday,
Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in The City of New York are authorized
or obligated by law or executive order to close.


 


“Commission” means the Securities
and Exchange Commission.


 


“Common Stock” shall have the meaning
set forth in the Recitals hereto.


 


“Company Registration Statement”
shall have the meaning set forth in Section 3.1.


 


“Deferral Notice” shall have the
meaning set forth in Section 4.2.


 


“Effective Period” means, with respect
to a Shelf Registration Statement, the period commencing from the time such Shelf Registration Statement becomes or is declared
effective until all Registrable Shares registered under such Registration Statement shall have been sold pursuant thereto or shall
have otherwise ceased to be Registrable Shares.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“FINRA” means the Financial Industry
Regulatory Authority, Inc.


 


“Initial Investment” means the 1,400.000
shares of Trust Stock comprising 70% of the Manager’s initial investment in the trust that was a predecessor entity of the
Company.


 



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“LLC Interest” means a limited liability
company interest in the Predecessor.


 


“Management Fee Investment” shall
have the meaning set forth in the Recitals hereto.


 


“Management Services Agreement”
shall have the meaning set forth in the Recitals hereto.


 


“Material Event” shall have the
meaning set forth in Section 4.1(iv).


 


“Notice and Questionnaire” shall
have the meaning set forth in Section 2.3.


 


“Original Agreement” shall have
the meaning set forth in the Recitals hereto.


 


“Person” means any natural person,
corporation, firm, partnership, association, government, governmental agency or other entity, whether acting in an individual,
fiduciary or other capacity.


 


“Prospectus” means the prospectus
included in any Shelf Registration Statement filed in accordance with Section 2 or a Company Registration Statement described in
Section 3, as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus.


 


“Prospectus Supplement” shall have
the meaning set forth in Section 2.1.


 


“Registrable Shares” means the shares
of Common Stock that were purchased by the Manager as the Initial Investment or the Additional Initial Investment or in connection
with Management Fee Investments, plus the shares of Common Stock purchased by the Manager in connection with Management Fee Investments
after the date hereof; provided, however, that Registrable Shares shall not include any shares of Common Stock that have been sold
to the public either pursuant to a registration statement or Rule 144 or that have been sold in a private transaction in which
the transferor’s rights under this Agreement were not assigned.


 


“Registration Expenses” shall have
the meaning set forth in Section 6.


 


“Registration Statement” means any
Shelf Registration Statement or any Company Registration Statement.


 


“Rule 144” means Rule 144 promulgated
under the Securities Act.


 


“Securities Act” means the Securities
Act of 1933, as amended.


 


“Shelf Registration Statement” means
any of the shelf registration statements referred to in Section 2.1, including the Prospectus included therein, as amended or supplemented
by any amendment or supplement, including post-effective amendments, and all materials incorporated by reference or explicitly
deemed to be incorporated by reference in each such Shelf Registration Statement.


 



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“Trust Stock” means shares of stock
in the trust that was a predecessor entity of the Company; it being understood that the shares of Trust Stock were exchanged for
LLC Interests in accordance with the Predecessor’s LLC operating agreement and that such LLC Interests will convert into
shares of Common Stock pursuant to the Conversion.


 


Other terms defined herein shall have the meanings
assigned to them herein, and capitalized terms used herein without definition shall have the meanings ascribed thereto in the Management
Services Agreement.


 


SECTION 2


DEMAND REGISTRATION


 


2.1 So long as the Manager holds Registrable
Shares or can be reasonably foreseen to acquire Registrable Shares pursuant to future Management Fee Investments that have not
been previously registered pursuant hereto, the Company agrees, upon request of the Manager, to use its best efforts to either
(a) if there is no Automatically Effective Shelf, file one or more Shelf Registration Statements (which may include Registrable
Shares covered by a prior Shelf Registration Statement) providing for the registration, and the sale on a continuous or delayed
basis (including through brokers and dealers) by the Manager, of all such Registrable Shares, pursuant to Rule 415 or any similar
rule that may be adopted by the Commission or (b) if there is an Automatically Effective Shelf, file one or more prospectus supplements
(each, a “Prospectus Supplement”) with the Commission for the sale and distribution of all or such portion of the Manager’s
Registrable Shares as are specified in such request; provided, however, that the Company shall not be obligated to file more than
four (4) such Shelf Registration Statements or Prospectus Supplements in any twelve-month period. Each such request from the Manager
shall indicate whether the Manager wishes to sell the Registrable Shares pursuant to an underwritten offering.


 


The Manager shall be named as a selling security
holder in such Shelf Registration Statement or Prospectus Supplement, in such a manner as to permit the Manager to deliver such
Shelf Registration Statement or Prospectus Supplement to purchasers of Registrable Shares in accordance with applicable law.


 


2.2 The Company further agrees that it shall
cause each Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective
date of such Shelf Registration Statement or the date of any such amendment or supplement, and each Prospectus Supplement, as of
the date of such Prospectus Supplement, (i) to comply in all material respects with the applicable requirements of the Securities
Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein (in light of the circumstances under which they were made) not misleading.
If any Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any
time during an Effective Period (other than because all Registrable Shares registered thereunder shall have been sold pursuant
thereto or shall have otherwise ceased to be Registrable Shares), the Company shall use its best efforts to obtain the prompt withdrawal
of any order suspending the effectiveness thereof.


 



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2.3 The Manager agrees that if it wishes to
sell Registrable Shares pursuant to a Shelf Registration Statement or Prospectus Supplement, it will do so only in accordance with
this Section 2.3. The Manager agrees to deliver a Notice and Questionnaire, a form of which is attached as Schedule 1 to this Agreement
(the “Notice and Questionnaire”), to the Company at least ten (10) Business Days prior to the filing of any Shelf Registration
Statement or Prospectus Supplement.


 


SECTION 3


PIGGYBACK REGISTRATION


 


3.1 Right to Piggyback.


 


(a) Subject to the terms and conditions hereof,
whenever the Company proposes (i) to register, either for its own account or the account of a security holder or holders, any shares
of Common Stock under the Securities Act and the form of registration statement (the “Company Registration Statement”)
to be used may be used for the registration of Registrable Shares or (ii) to sell Common Stock pursuant to a Prospectus Supplement
to an Automatically Effective Shelf and Registrable Shares can be included in such Prospectus Supplement (each, a “Piggyback
Registration”), the Company shall give prompt written notice to the Manager of the Company’s intention to effect such
a registration and shall include in the Company Registration Statement or Prospectus Supplement all Registrable Shares with respect
to which the Manager has provided the Company with a written request for inclusion therein within twenty (20) calendar days
after the receipt of the Company’s notice to the extent reasonably practicable, but shall include all such shares
to which the Manager has provided the Company with a written request for inclusion therein within three (3) business days after
the Company’s notice.


 


(b) Notwithstanding the foregoing, the Company
shall not be required to notify the Manager or include Registrable Shares in any registration on (i) Form S-1, S-3 or S-8, or their
successor forms, under the Securities Act, or a Prospectus Supplement thereto, relating solely to stock purchase or other equity
plans or an equity distribution program, including without limitation, the Company’s direct stock purchase and dividend reinvestment
program, (ii) Form S-4 or successor forms relating solely to a transaction within the scope of Rule 145, or (iii) any other form
(other than Form S-1, S-3 or SB-1, or their successor forms), or a Prospectus Supplement thereto, that does not include substantially
the same information as would be required to be included in a Company Registration Statement or Prospectus Supplement pursuant
to Section 2 above.


 


(c) The Company shall have the right to abandon,
terminate and/or withdraw any Company Registration Statement initiated by it under this Section 3 prior to the effectiveness of
such Company Registration Statement and/or any Prospectus Supplement at any time prior to the consummation of an offering pursuant
thereto, whether or not the Manager has elected to include securities in such Company Registration Statement or Prospectus Supplement.


 



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3.2 If the Piggyback Registration with respect
to which the Company gives notice is for a public offering involving an underwriting, the Company shall so advise the Manager as
a part of the written notice given pursuant to Section 3.1(a). In such event, the right of the Manager to be named selling security
holder in a Company Registration Statement or Prospectus Supplement pursuant to Section 3 shall be conditioned upon the Manager’s
participation in such underwriting and the inclusion of the Manager’s Registrable Shares in the underwriting to the extent
provided herein. The Company and the Manager shall enter into an underwriting agreement in customary form, with the underwriters
selected by the Company.


 


3.3 Cutback.


 


Notwithstanding any other provision of this
Section 3 to the contrary, if the representative of the underwriters determines that marketing factors require a limitation of
the number of shares to be underwritten, the underwriters and the Company may limit the number of Registrable Shares to be included
in the Company Registration Statement or Prospectus Supplement and underwriting. In the event of any such limitation of the number
of shares of Common Stock to be underwritten, the Company shall so advise the Manager, and the number of shares included in such
Company Registration Statement or Prospectus Supplement and underwriting shall be allocated first to the Company for securities
being sold for its own account and thereafter to the Manager. If the Manager disapproves of the terms of any such underwriting,
it may elect to withdraw therefrom by written notice to the Company and the underwriter, and such Registrable Shares shall be withdrawn
from such Company Registration Statement or Prospectus Supplement.


 


SECTION 4


REGISTRATION PROCEDURES


 


The following provisions shall apply to any
Registration Statement or Prospectus Supplement filed pursuant to Sections 2 and 3 hereof.


 


4.1 The Company shall:


 


(i) prepare and file with the Commission a Registration
Statement on any form that may be utilized by the Company or a Prospectus Supplement that shall permit the disposition of the Registrable
Shares in accordance with the intended method or methods thereof, as specified in writing by the Manager;


 


(ii) before filing any Registration Statement
or related Prospectus or any Prospectus Supplement or any amendments or supplements thereto with the Commission, furnish to the
Manager copies of all such documents proposed to be filed and reflect in each such document, when so filed with the Commission,
such comments as the Manager reasonably shall propose within five (5) Business Days of the delivery of such copies to the Manager;


 



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(iii) (A) prepare and file with the Commission
such amendments and post-effective amendments, if any, to any Registration Statement and file with the Commission any other required
document that may be necessary to keep such Registration Statement continuously effective until the expiration of the Effective
Period, subject to Section 4.2, (B) cause the related Prospectus to be supplemented by any required Prospectus supplement and,
as so supplemented, to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act and cause
any required Prospectus Supplement to be filed pursuant to Rule 424 (or any similar provisions then in force), and (C) comply with
the provisions of the Securities Act applicable to it with respect to the disposition of all Registrable Shares covered by a Registration
Statement or Prospectus Supplement during the Effective Period in accordance with the intended methods of disposition by the Manager
set forth in a Registration Statement as so amended or such Prospectus as so supplemented or any Prospectus Supplement;


 


(iv) promptly notify the Manager (A) when each
Registration Statement or the Prospectus included therein, or any amendment or supplement to the Prospectus or post-effective amendment,
or any Prospectus Supplement has been filed with the Commission, and, with respect to each Registration Statement or any post effective
amendment, when the same has become effective, (B) of any request, following the effectiveness of any Registration Statement or
the filing of any Prospectus Supplement, by the Commission or any other federal or state governmental authority for amendments
or supplements thereto or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness
of any Registration Statement or the initiation or written threat of any proceedings for that purpose, (D) of the receipt by the
Company of any notification with respect to the suspension of the qualification of the Registrable Shares for sale in any jurisdiction
or the initiation or written threat of any proceeding for such purpose, (E) of the occurrence of (but not the nature of or details
concerning) any event or the existence of any fact (a “Material Event”) as a result of which any Registration Statement
shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading or any Prospectus or Prospectus Supplement shall contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall
be required pursuant to this clause (E) in the event that the Company either promptly files a supplement to update the Prospectus
or a Prospectus Supplement or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration
Statement or Prospectus Supplement, which, in either case, contains the requisite information with respect to such Material Event
that results in such Registration Statement or Prospectus or Prospectus Supplement no longer containing any untrue statement of
material fact or omitting to state a material fact necessary to make the statements contained therein not misleading), (F) of the
determination by the Company that a post-effective amendment to a Registration Statement will be filed with the Commission, which
notice may, at the discretion of the Company (or as required pursuant to Section 4.2), state that it constitutes a Deferral Notice,
in which event the provisions of Section 4.2 shall apply or (G) at any time during which a Prospectus or Prospectus Supplement
is required to be delivered under the Securities Act, that a Registration Statement, Prospectus or Prospectus Supplement, or amendment
or supplement or post-effective amendment thereto, does not conform in all material respects to the applicable requirements of
the Securities Act and the rules and regulations of the Commission thereunder;


 



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(v) prior to any public offering of the Registrable
Shares pursuant to a Registration Statement or Prospectus Supplement, use its best efforts to register or qualify or cooperate
with the Manager in connection with the registration or qualification (or exemption from such registration or qualification) of
such Registrable Shares for offer and sale under the securities or “blue sky” laws of such jurisdictions within the
United States as the Manager reasonably requests in writing (which request may be included in the Notice and Questionnaire);


 


(vi) prior to any public offering of the Registrable
Shares pursuant to a Registration Statement or Prospectus Supplement, use its best efforts to keep each such registration or qualification
(or exemption therefrom) effective during the Effective Period in connection with the Manager’s offer and sale of Registrable
Shares pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things necessary
or advisable to enable the disposition in such jurisdictions of such Registrable Shares in the manner set forth in the Registration
Statement and the related Prospectus or Prospectus Supplement; provided that the Company will not be required to (A) qualify as
a foreign corporation or as a dealer in securities in any jurisdiction in which it would not otherwise be required to qualify but
for this Agreement, (B) take any action that would subject it to general service of process in suits or to taxation in any such
jurisdiction in which it is not then so subject, or (C) become subject to the reporting requirements of such jurisdiction;


 


(vii) use its best efforts to prevent the issuance
of and, if issued, to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or any post-effective
amendment thereto, and to lift any suspension of the qualification of any of the Registrable Shares for sale in any jurisdiction
in which they have been qualified for sale, in each case at the earliest practicable date;


 


(viii) upon reasonable notice, for a reasonable
period prior to the filing of any Registration Statement or Prospectus Supplement, and throughout the applicable Effective Period,
make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection
by a representative of any underwriter, placement agent or counsel appointed by the Manager in connection with an underwritten
offering, such financial and other information and books and records of the Company, and cause the officers, directors, trustees
and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in
the judgment of the counsel to the Manager, to conduct a reasonable “due diligence” investigation; provided, however,
that each such representative appointed by the Manager in connection with an underwritten offering shall be required to maintain
in confidence and not to disclose to any other person any information or records reasonably designated by the Company in writing
as being confidential, subject to customary exceptions;


 


(ix) if reasonably requested by the Manager,
promptly incorporate in a supplement or post-effective amendment to a Registration Statement or Prospectus Supplement such information
as the Manager shall, on the basis of a written opinion of nationally recognized counsel experienced in such matters, determine
to be required to be included therein by applicable law and make any required filings of such supplement to the Prospectus or such
post-effective amendment; provided that the Company shall not be required to take any actions under this Section 4.1(viii) that
are not, in the reasonable opinion of counsel for the Company, in compliance with applicable law;


 



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(x) promptly furnish to the Manager, upon its
request and without charge, at least one (1) conformed copy of each Registration Statement or Prospectus Supplement, and any amendments
thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein
by reference and all exhibits (unless requested in writing to the Company by the Manager); and


 


(xi) during each Effective Period, deliver to
the Manager in connection with any sale of Registrable Shares pursuant to a Registration Statement or Prospectus Supplement, without
charge, as many copies of the Prospectus or Prospectus Supplement relating to such Registrable Shares including any Preliminary
Prospectus or preliminary Prospectus Supplement and any amendment or supplement thereto as the Manager may reasonably request;
and the Company hereby consents (except during such periods in which a Deferral Notice is outstanding and has not been revoked
or during any period that is not a “trading window” as defined in the Company’s Insider Trading Policy) to the
use of such Prospectus, Prospectus Supplement or each amendment or supplement thereto by the Manager in connection with any offering
and sale of the Registrable Shares covered by such Prospectus, Prospectus Supplement or any amendment or supplement thereto in
the manner set forth therein.


 


4.2 Upon (i) the issuance by the Commission
of a stop order suspending the effectiveness of a Registration Statement or the initiation of proceedings with respect to a Registration
Statement under Section 8(d) or 8(e) of the Securities Act or (ii) the occurrence of any event or the existence of any Material
Event as a result of which a Registration Statement shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus or Prospectus
Supplement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company
will (A) in the case of clause (ii) above, subject to the third sentence of this provision, as promptly as practicable, prepare
and file a post-effective amendment to such Registration Statement or an amendment or supplement to the related Prospectus or any
Prospectus Supplement or any document incorporated therein by reference or file any other required document that would be incorporated
by reference into such Registration Statement or Prospectus Supplement so that such Registration Statement does not contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus or Prospectus Supplement does not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Shares being sold thereunder,
and, in the case of a post-effective amendment to a Registration Statement, use best efforts to cause it to be declared effective
as promptly as practicable, and (B) in the case of clauses (i) and (ii) above, give notice to the Manager that the availability
of any Registration Statement or Prospectus Supplement is suspended (a “Deferral Notice”). Upon receipt of any Deferral
Notice, the Manager agrees not to sell any Registrable Shares pursuant to a Registration Statement or Prospectus Supplement until
the Manager’s receipt of copies of the supplemented or amended Prospectus or Prospectus Supplement provided for in clause
(A) above, or until it is advised in writing by the Company that the Prospectus or Prospectus Supplement may be used, and has received
copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus or
Prospectus Supplement. The Company will use its best efforts to ensure that the use of the Prospectus or Prospectus Supplement
may be resumed (x) in the case of clause (i) above, as promptly as practicable, (y) in the case of clause (ii) above, as soon as,
in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests
of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter.


 



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4.3 The Manager agrees that, upon receipt of
any Deferral Notice from the Company, the Manager shall forthwith discontinue (and cause any placement or sales agent or underwriters
acting on their behalf to discontinue) the disposition of Registrable Shares pursuant to the Registration Statement or Prospectus
Supplement applicable to such Registrable Shares until the Manager (i) shall have received copies of such amended or supplemented
Prospectus or Prospectus Supplement and, if so directed by the Company, deliver to the Company (at the Company’s expense)
all copies, other than permanent file copies, then in the Manager’s possession of the Prospectus or Prospectus Supplement
covering such Registrable Shares at the time of receipt of such notice or (ii) shall have received notice from the Company that
the disposition of Registrable Shares pursuant to the Registration Statement or Prospectus Supplement may continue.


 


4.4 The Company may require the Manager in connection
with the Registrable Shares as to which any offering pursuant to Section 2.1 or 3 is being effected to furnish to the Company such
information regarding the Manager and the Manager’s intended method of distribution of such Registrable Shares as the Company
may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply
with the Securities Act. The Manager agrees to notify the Company as promptly as practicable of any inaccuracy or change in information
previously furnished by the Manager to the Company or of the occurrence of any event in either case as a result of which any Prospectus
or Prospectus Supplement relating to such offering contains or would contain an untrue statement of a material fact regarding the
Manager or the Manager’s intended method of disposition of such Registrable Shares or omits to state any material fact regarding
the Manager or the Manager’s intended method of disposition of such Registrable Shares required to be stated therein or necessary
to make the statements therein not misleading, and promptly to furnish to the Company any additional information required to correct
and update any previously furnished information or required so that such Prospectus or Prospectus Supplement shall not contain,
with respect to the Manager or the disposition of such Registrable Shares, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading.


 


4.5 The Company shall comply with all applicable
rules and regulations of the Commission and timely file such reports pursuant to the Exchange Act as are necessary in order to
make generally available to its security holders as soon as practicable an earnings statement for the purposes of, and to provide
the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.


 



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4.6 The Company shall provide CUSIP numbers
for all Registrable Shares covered by an offering no later than the effective date of the Registration Statement or the filing
date of any Prospectus Supplement, as the case may be.


 


4.7 The Company and the Manager shall provide
such information as is required for any filings required to be made with FINRA.


 


4.8 From the period beginning with the termination
of the Management Services Agreement and ending six months after the last Management Fee Investment, the Company will not, and
will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired
by any of them except pursuant to an effective registration statement under the Securities Act.


 


4.9 The Company shall enter into such customary
agreements and take all such other necessary and lawful actions in connection therewith in order to expedite or facilitate disposition
of such Registrable Shares.


 


SECTION 5


MANAGER’S OBLIGATIONS


 


The Manager agrees, by acquisition of the Registrable
Shares, that it shall not be entitled to sell any of such Registrable Shares pursuant to a Registration Statement or Prospectus
Supplement or to receive a Prospectus or Prospectus Supplement relating thereto, unless it has furnished the Company with a Notice
and Questionnaire as required pursuant to Section 2.3 hereof (including the information required to be included in such Notice
and Questionnaire) and the information set forth in the next sentence. The Manager agrees promptly to furnish to the Company all
information required to be disclosed in order to make the information previously furnished by it to the Company not misleading
and any other information regarding the Manager and the distribution of the Registrable Shares that may be required to be disclosed
in a Registration Statement or Prospectus Supplement under applicable law or pursuant to Commission comments. The Manager agrees,
so long as the Management Services Agreement is in effect, to comply with the Company’s Insider Trading Policy. The Manager
further agrees not to sell any Registrable Shares pursuant to a Registration Statement or Prospectus Supplement without delivering,
or causing to be delivered, a Prospectus or Prospectus Supplement to the purchaser thereof and, within ten (10) Business Days of
a request by the Company confirm the amount of Registrable Shares sold pursuant to any Registration Statement or Prospectus Supplement.
In the absence of a response, the Company may assume that all of the Manager’s Registrable Shares were so sold.


 



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SECTION 6


REGISTRATION EXPENSES


 


The Company agrees to bear and to pay or cause
to be paid promptly upon request being made therefor all expenses incident to the Company’s performance of or compliance
with this Agreement, including (i) all Commission and any FINRA registration and filing fees and expenses, (ii) all fees and expenses
in connection with the qualification of the Registrable Shares for offering and sale under the state securities and blue sky laws
referred to in Section 4.1(v) hereof, including reasonable fees and disbursements of one counsel for the placement agent or underwriters,
if any, in connection with such qualifications, (iii) all expenses relating to the preparation, printing, distribution and reproduction
of the Registration Statement, including any related Prospectus, or Prospectus Supplement, each amendment or supplement to each
of the foregoing, the certificates representing the Registrable Shares and all other documents relating hereto, (iv) fees and expenses
of the registrar and transfer agent for the Common Stock, (v) fees, disbursements and expenses of counsel and independent certified
public accountants of the Company (including the expenses of any opinions or “cold comfort” letters required by or
incident to such performance and compliance) and (f) reasonable fees, disbursements and expenses of one counsel for the Manager
retained in connection with any underwritten offering of the Registrable Shares pursuant to a Registration Statement or Prospectus,
as selected by the Manager and reasonably acceptable to the Company (including the expenses of any opinion), and fees, expenses
and disbursements of any other persons, including special experts, retained by the Company in connection with such registration
(collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or
paid by the Manager or any placement agent therefor or underwriter thereof, the Company shall promptly after receipt of a documented
request therefor reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid. Notwithstanding
the foregoing, the Manager shall pay all placement agent fees and commissions and underwriting discounts and commissions attributable
to the sale of the Registrable Shares being registered and the fees and disbursements of any counsel or other advisors or experts
retained by the Manager, other than the counsel and experts specifically referred to above.


 


SECTION 7


INDEMNIFICATION


 


7.1 Indemnification by the Company.


 


The Company will indemnify the Manager, each
of its officers, directors and partners, each person controlling the Manager within the meaning of either the Securities Act of
the Exchange Act, each underwriter of public offerings effected pursuant to this Agreement, if any, and each person who controls
any such underwriter within the meaning of either the Securities Act and the Exchange Act against all claims, losses, expenses,
damages and liabilities (or actions, proceedings or settlements with respect thereto) arising out of or based on any untrue statement
(or alleged untrue statement) of a material fact contained in any Registration Statement as originally filed or in any amendment
thereto, or in any preliminary Prospectus or the Prospectus, or in any amendment or supplement thereto or in any Prospectus Supplement,
or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make
the statement therein not misleading (in the case of any preliminary Prospectus or the Prospectus or any Prospectus Supplement,
in the light of the circumstances under which they were made), or any violation or alleged violation by the Company of the Securities
Act, the Exchange Act or any state securities law applicable to the Company or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any such state law and relating to action or inaction required of the Company in connection with any such
Registration Statement as originally filed or any amendment thereto, preliminary Prospectus, Prospectus or Prospectus Supplement.
The Company will reimburse the Manager, each of its officers, directors and partners, and each person controlling the Manager,
each such underwriter and each person who controls any such underwriter for any reasonable legal and any other expenses incurred
in connection with investigating, defending or settling any such claim, loss, damage, liability or action; provided, however, that
the indemnity agreement contained in this Section 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage,
liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably
withheld); and provided further that the Company will not be liable in any such case to the extent that any such claim, loss, damage
or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company
by the Manager or underwriter specifically for use therein. The foregoing indemnity agreement with respect to any preliminary Prospectus
shall not inure to the benefit of the Manager or underwriter, or any person controlling the Manager, or underwriter, from whom
the persons asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the Prospectus
(as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given
by or on behalf of the Manager or underwriter to such person at or prior to the written confirmation of the sale of the shares
to such person, and if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim,
damage or liability.


 



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7.2 Indemnification by the Manager.


 


The Manager will, as to each registration in
which the Manager participates, indemnify the Company, each of its directors and officers, each underwriter and each person who
controls the Company or such underwriter within the meaning of either the Securities Act or the Exchange Act, and the Manager,
each of its officers, directors and partners and each person controlling the Manager, against all claims, losses, expenses, damages
and liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of a material fact contained in any Registration Statement as originally filed or in any amendment thereto,
or in any preliminary Prospectus, Prospectus or Prospectus Supplement, or any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any preliminary
Prospectus or the Prospectus or any Prospectus Supplement, in the light of the circumstances under which they were made), and will
reimburse the Company, and each of its directors, officers, partners, underwriters and controlling persons for any reasonable legal
and any other expenses incurred in connection with investigating, defending or settling any such claim, loss, damage, liability
or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in any such Registration Statement as originally filed or any amendment thereto, preliminary Prospectus,
Prospectus or Prospectus Supplement, in reliance upon and in conformity with written information furnished to the Company by the
Manager specifically for use therein; provided, however, that (i) the indemnity agreement contained in this Section 7.2 shall not
apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without
the consent of the Manager (which consent shall not be unreasonably withheld) and (ii) that the total amount for which the Manager
shall be liable under this Section 7.2. shall not in any event exceed the aggregate net proceeds received by the Manager from the
sale of Registrable Shares held by the Manager in such registration.


 



    	13



    	 



    

 


7.3 Indemnification Procedures.


 


Each party entitled to indemnification under
this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying
Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and
shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that
counsel for the Indemnifying Party proposed to conduct the defense of such claim or litigation shall be approved by the Indemnified
Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such Indemnified
Party’s election and expense; provided further, that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations hereunder, unless such failure resulted in prejudice to the Indemnifying
Party; and provided further, that an Indemnified Party (together with all other Indemnified Parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses of such counsel to be
paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would
be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented
by counsel for the Indemnifying Party in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to all Indemnified Parties of a release from
all liability in respect to such claim or litigation.


 


7.4 Survival; Contribution.


 


(a) The indemnification provided for under this
Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or
any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities. If the indemnification
provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect
to any losses, claims, damages or liabilities referred to herein, the Indemnifying Party, in lieu of indemnifying such Indemnified
Party hereunder, shall, to the extent permitted by applicable law, contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party on the one hand, and of the Indemnified Party, on the other, in connection with the circumstances that resulted
in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the Indemnifying
Party and of the Indemnified Party shall be determined by a court of law by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 



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(b) Notwithstanding anything in this Section
7 to the contrary, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement
entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions
of the underwriting agreement shall control.


 


SECTION 8


PARTICIPATION IN UNDERWRITTEN REGISTRATIONS


 


8.1 No person may participate in any
registration hereunder which is underwritten unless the person (i) agrees to accept the terms of the underwriting agreement
as agreed upon by the Company and the underwriters selected in accordance with this Agreement, and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements.


 


SECTION 9


REPORTS UNDER THE SECURITIES LAWS


 


9.1 With a view to making available to the Manager
the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit the Manager to sell shares
of Common Stock to the public without registration, the Company agrees to use its commercially reasonable efforts to:


 


(a) make and keep public information available,
as those terms are understood and defined in Rule 144, at all times subsequent to ninety (90) days after the effective date of
any registration statement covering an underwritten public offering filed under the Securities Act by the Company;


 


(b) file with the Commission in a timely manner
all reports and other documents required of the Company under the Securities Act and the Exchange Act at any time after it is subject
to the reporting requirements thereof; and


 


(c) furnish to the Manager upon request a written
statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after
the effective date of the registration statement filed by the Company), and of the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company,
and such other reports and documents so filed by the Company as may be reasonably requested by the Manager in availing itself of
any rule or regulation of the Commission permitting the selling of any of the securities without registration.


 



    	15



    	 



    

 


SECTION 10


TRANSFER OF REGISTRATION RIGHTS


 


Provided that the Company is given written notice
by the Manager at the time of any transfer of Registrable Shares by the Manager stating the name and address of the transferee
of such Registrable Shares and identifying the securities with respect to which the rights under this Agreement are being assigned,
the rights of the Manager under Sections 2 and 3 of this Agreement may be assigned to a transferee or assignee who (i) receives
at least 600,000 shares of Common Stock (as adjusted for stock dividends, stock splits, recapitalizations and the like that occur
after the date of this Agreement) or (ii) is a subsidiary, affiliate, parent, general partner, limited partner or retired partner
of the Manager, so long as such transfer of securities is in accordance with the Company’s organizational documents and any
other agreements with the Company regarding transfer of Registrable Shares and all applicable state and federal securities laws
and regulations, and provided further that the transferee or assignee of such rights assumes in writing the obligations of the
Manager under this Agreement. The Company may prohibit the transfer of the Manager’s rights under this Section to any proposed
transferee or assignee who the Company reasonably believes is a competitor of the Company.


 


SECTION 11


INFORMATION FURNISHED BY THE MANAGER


 


The Manager shall furnish to the Company such
information regarding the Manager and the distribution proposed by the Manager as the Company may reasonably request in writing
and as shall be reasonably required in connection with any registration, offering, qualification or compliance referred to in this
Agreement.


 


SECTION 12


MISCELLANEOUS


 


12.1 Representations.


 


Each of the parties hereto represents that this
Agreement has been duly authorized, executed and delivered by such party and constitutes a legal, valid and binding obligation
of such party, enforceable against it in accordance with the terms of this Agreement, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies and (iii) to the extent that the indemnification provisions contained in this Agreement may be limited by applicable laws.


 


12.2 Expenses.


 


Except as provided in Section 6, the Company
and the Manager shall each bear their own expenses incurred with respect to this Agreement.


 


12.3 Notices.


 


All notices and other communications required
or permitted under this Agreement shall be deemed to have been duly given and made if in writing and if served by personal delivery
to the party for whom intended, by facsimile transmission, by telegram or telex or by registered or certified mail (postage prepaid,
return receipt requested), sent to the following addresses (or such other address for a party as shall be specified by like notice):


 



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(a) If to the Company:


 


Macquarie Infrastructure Corporation


125 West 55th Street


New York, New York 10019


Facsimile: (212) 231-1828


Attention: Michael Kernan


 


(b) If to the Manager:


 


Macquarie Infrastructure Management (USA) Inc.


125 West 55th Street


New York, New York 10019


Facsimile: (212) 231-1000


Attention: Jay Davis


 


12.4 Waiver.


 


No delay on the part of any party hereto with
respect to the exercise of any right, power, privilege or remedy under this Agreement shall operate as a waiver thereof, nor shall
any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise
of any other right, power, privilege or remedy. No modification or waiver by either party hereto of any provision of this Agreement,
or consent to any departure by the other party therefrom, shall be effective in any event unless in writing as set forth in Section
12.12 hereof, and then only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, each party
hereto shall have the right to waive compliance by the other party with any of the provisions hereof, or to modify such provisions
to a less restrictive obligation of the other party on such terms as such party shall determine, with or without prior notice to
the other party.


 


12.5 Remedies.


 


The rights, powers, privileges and remedies
hereunder are cumulative and not exclusive of any other right, power, privilege or remedy the parties hereto would otherwise have.


 


12.6 Entire Agreement.


 


This Agreement constitutes the entire agreement
and understanding between the Manager and the Company, and supersedes all prior agreements and understandings relating to the subject
matter hereof.


 



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12.7 Governing Law.


 


This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.


 


12.8 Counterparts.


 


This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution
and delivery of this Agreement by facsimile shall have the same force and effect as delivery of original signatures and each party
may use such facsimile signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent
that an original signature could be used.


 


12.9 Severability.


 


Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.


 


12.10 Headings.


 


The various headings of this Agreement are inserted
for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.


 


12.11 Amendment and Waiver.


 


Except as otherwise provided herein, no modification,
amendment or waiver of any provision of this Agreement will be effective unless such modification, amendment or waiver is approved
in writing by the Company and the Manager and any such amendment, waiver, discharge or termination shall be binding on the Company
and the Manager. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and
the written consent of the Manager. Any amendment or waiver effected in accordance with this Section 12.11 shall be binding upon
the Company and the Manager, and each of their respective successors and permitted assigns.


 


12.12 Succession and Assignment.


 


Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and
administrators of the parties hereto. Except as otherwise expressly provided to the contrary, the provisions of this Agreement
and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, the Company and its
successors and assigns and be binding upon the Manager and each of the Manager’s legal representatives, heirs, legatees,
distributees, permitted assigns and transferees by operation of law, whether or not any such person has become a party to this
Agreement or has agreed in writing to join herein and to be bound by the terms, conditions and restrictions hereof, and shall not
otherwise be for the benefit of any third party.


 



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12.13 Information Confidential.


 


Each party hereto acknowledges that the information
received pursuant hereto may be confidential and for its use only, and it will not use such confidential information in violation
of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than its employees or agents
having a need to know the contents of such information and its attorneys), except in connection with the exercise of rights under
this Agreement, unless such information is available to the public generally or such party is required by a governmental body to
disclose such information.


 


12.14 Right to Enforcement.


 


The Manager shall have the right to directly
enforce the agreements made hereunder by the Company, to the extent it deems such enforcement necessary or advisable to protect
its rights.


 




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IN WITNESS WHEREOF, the parties hereto have
each executed this Registration Rights Agreement as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	MACQUARIE INFRASTRUCTURE CORPORATION
	 	 	 	 
	 	/s/ James Hooke	 
	 	Name: 	James Hooke	 
	 	Title: 	Chief Executive Officer	 
	 	 	 	 
	 	/s/ Todd Weintraub	 
	 	Name: 	Todd Weintraub	 
	 	Title: 	Chief Financial Officer	 
	 	 	 	 
	 	THE MANAGER:
	 	 
	 	MACQUARIE INFRASTRUCTURE MANAGEMENT
	 	(USA) INC.
	 	 	 	 
	 	/s/ James Hooke	 
	 	Name: 	James Hooke	 
	 	Title: 	President and Chief Executive Officer	 
	 	 	 	 
	 	/s/ Todd Weintraub	 
	 	Name: 	Todd Weintraub	 
	 	Title: 	Treasurer	 




 


[Signature Page to Amended and Restated Registration
Rights Agreement]




 




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SCHEDULE 1


 


FORM OF NOTICE AND QUESTIONNAIRE


 


SHARES OF COMMON STOCK OF


MACQUARIE INFRASTRUCTURE CORPORATION


 


Macquarie Infrastructure Management (USA) Inc.
(the “Manager”), beneficial holder of [_______] shares of beneficial interest (the “Registrable Shares”)
of Macquarie Infrastructure Corporation (the “Company”) hereby requests that the Company file with the Securities and
Exchange Commission (the “Commission”) a [prospectus supplement (the “Prospectus Supplement”) relating
to a proposed public offering by the Manager pursuant to the Company’s registration statement on Form S-3][shelf registration
statement (the “Shelf Registration Statement”)] for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the “Securities Act”), of [●] of the Manager’s Registrable Securities. This notice
is being made pursuant to the Manager’s rights under Section 2 of the Amended and Restated Registration Rights Agreement,
dated [●], 2015 (the “Registration Rights Agreement”). [The proposed offering shall be an underwritten public
offering.] All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.


 


The Manager, as a beneficial owner of Registrable
Shares, is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose of any Registrable
Shares pursuant to the [Prospectus Supplement][Shelf Registration Statement], the Manager generally will be required to be named
as a selling security holder in the [Prospectus Supplement][related Prospectus] and to deliver [the Prospectus Supplement][a Prospectus]
to purchasers of Registrable Shares. If the Manager does not complete this Notice and Questionnaire and deliver it to the Company
as provided below, the Manager will not be named as a selling security holder in the [Prospectus Supplement][Prospectus] and therefore
will not be permitted to sell any Registrable Shares pursuant to the [Prospectus Supplement][Shelf Registration Statement]. Upon
receipt of a completed Notice and Questionnaire from the Manager, following the effectiveness of any Shelf Registration Statement,
if applicable, the Company will, as promptly as practicable but in any event within five Business Days of such receipt, file such
[Prospectus Supplement][amendments to the Shelf Registration Statement or supplements to the related Prospectus] as are necessary
to permit the Manager to deliver such [Prospectus Supplement][Prospectus] to purchasers of Registrable Shares.


 


Certain legal consequences arise from being
named as a selling security holder in the [Prospectus Supplement][Shelf Registration Statement and the related Prospectus]. Accordingly,
the Manager, as a holder and beneficial owner of Registrable Shares, is advised to consult its own securities law counsel regarding
the consequences of being named or not being named as a selling security holder in the [Prospectus Supplement][Shelf Registration
Statement and the related Prospectus].


 



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NOTICE


 


The Manager hereby gives notice to the Company
of its intention to sell or otherwise dispose of Registrable Shares beneficially owned by it and listed below in Item 3 (unless
otherwise specified under Item 3) pursuant to the [Prospectus Supplement][Shelf Registration Statement]. The Manager, by signing
and returning this Notice and Questionnaire, understands that it will be bound by the terms and conditions of this Notice and Questionnaire
and the Registration Rights Agreement.


 


Pursuant to the Registration Rights Agreement,
the Manager has agreed to indemnify and hold harmless the Company’s directors and officers and each person, if any, who controls
the Company within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), from and against certain losses arising in connection with statements concerning the undersigned made in the [Prospectus
Supplement][Shelf Registration Statement or the related Prospectus] in reliance upon the information provided in this Notice and
Questionnaire.


 


QUESTIONNAIRE


 


COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE
SHOULD BE


RETURNED TO THE COMPANY AS FOLLOWS:


 


1 COPY BY FACSIMILE TO [________], FAX: [________]


 


WITH THE ORIGINAL COPY TO FOLLOW TO:


 


MACQUARIE INFRASTRUCTURE CORPORATION AT:


125 West 55th Street


New York, New York 10019


Attention: Jay Davis


 


The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate and complete.


 


	1.		Full legal name of the Manager, as a selling security holder:



 


Macquarie Infrastructure Management (USA) Inc.


 


(a)   Full legal name of The Depository Trust
Company Participant (if applicable) through which Registrable Shares listed in (3) below are held:


 


	 	Name:	 
	 	 	 
	 	DTC No.:	 
	 	 	 
	 	Contact Person:	 
	 	 	 
	 	Telephone No.:	 


 



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(b)   Are you a broker-dealer
registered pursuant to Section 15 of the Exchange Act?


 


	 	 


 


(c)   If your response
to Item 1(b) above is no, are you an “affiliate” of a broker-dealer registered pursuant to Section 15 of the Exchange
Act?


 


	 	 


 


For the purposes of this Item 1(c), an “affiliate”
of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, such broker-dealer, and does not include any individuals employed by such
broker-dealer or its affiliates.


 


	2.		Address for notices to Manager:



 


[●]


 


Telephone, including area code: [________]


 


Fax, including area code: [●]


 


Contact Person:


 


	3.		Beneficial ownership of Registrable Shares:



 


(a)   Number of Registrable Shares beneficially
owned:


 


_____ shares of beneficial interest of Macquarie
Infrastructure Corporation


 


(b)   CUSIP No(s). of such Registrable Shares
beneficially owned:


 


 



 


 



 


	4.		Beneficial Ownership of the Company’s securities
(other than Registrable Securities) owned by the Manager:



 


EXCEPT AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED
IS NOT THE BENEFICIAL OR REGISTERED OWNER OF ANY SHARES OF COMMON STOCK OTHER THAN THE REGISTRABLE SHARES LISTED ABOVE IN ITEM
(3).


 


(a)   Type and Amount of other shares of Common
Stock beneficially owned by the Manager:


 





 



 


 






 






    	23



    	 



    

 


(b)   CUSIP No(s). of such other shares of Common
Stock beneficially owned:


 


 



 


 



 


	5.		Nature of Beneficial Ownership:



 


(a)   Full legal name of Manager’s controlling
stockholders who have sole or shared voting or dispositive power over the Registrable Shares:


 


 



 


(b)    Business address (including street address)(or
residence if no business address), telephone number and facsimile number of such person(s):


 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone: 	 
	 	 	 
	 	Fax: 	 


 


	6.		Plan of Distribution:



 


Except as set forth below, the Manager (including its
donees or pledgees) intends to distribute the Registrable Shares listed above in Item (3) pursuant to the [Prospectus Supplement][Shelf
Registration Statement] only as follows (if at all): Such Registrable Shares may be sold from time to time directly by the Manager
or alternatively through underwriters or broker-dealers or agents. If the Registrable Shares are sold through underwriters or broker-dealers,
the Manager will be responsible for underwriting discounts or commissions or agents’ commissions. Such Registrable Shares
may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined
at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve block transactions)
(i) on any national securities exchange or quotation service on which the Registrable Shares may be listed or quoted at the time
of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter
market or (iv) through the writing of options. In connection with sales of the Registrable Shares or otherwise, the undersigned
may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Shares, and
deliver Registrable Shares to close out such short positions, or loan or pledge Registrable Shares to broker-dealers that in turn
may sell such securities.


 



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State any exceptions here:


 





 



 


 



 


 



 


Note: In no event will such method(s) of distribution
take the form of an underwritten offering of the Registrable Shares without the prior agreement of the Company.


 


The Manager acknowledges that it understands its obligation
to comply with the provisions of the Exchange Act, and the rules thereunder relating to stock manipulation, particularly Regulation
M thereunder (or any successor rules or regulations), and the provisions of the Securities Act relating to Prospectus delivery,
in connection with any offering of Registrable Shares pursuant to the [Prospectus Supplement][Shelf Registration Statement]. The
Manager agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions.


 


The Manager hereby acknowledges its obligations under
the Registration Rights Agreement to indemnify and hold harmless certain persons set forth therein.


 


Pursuant to the Registration Rights Agreement, the Company
has agreed under certain circumstances to indemnify the Manager against certain liabilities.


 


In accordance with the Manager’s obligation under
the Registration Rights Agreement to provide such information as may be required by law for inclusion in a [Prospectus Supplement][Shelf
Registration Statement], the Manager agrees to promptly notify the Company of any inaccuracies or changes in the information provided
herein that may occur subsequent to the date hereof at any time [prior to the consummation of the offering pursuant to the Prospectus
Supplement][while the Shelf Registration Statement remains effective]. All notices to the Manager hereunder and pursuant to the
Registration Rights Agreement shall be made in writing to the Manager at the address set forth in Item 1(a) of this Notice and
Questionnaire.


 


By signing below, the Manager acknowledges that it is
the beneficial owner of the Registrable Shares set forth herein, represents that the information herein is accurate and consents
to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information
in the [Prospectus Supplement][Shelf Registration Statement and the related Prospectus]. The undersigned understands that such
information will be relied upon by the Company in connection with the preparation or amendment of the [Prospectus Supplement][Shelf
Registration Statement and the related Prospectus].


 



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Once this Notice and Questionnaire
is executed by the undersigned beneficial owner and received by the Company, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives and assigns of the Company and the Manager. This Agreement shall be
governed in all respects by the laws of the State of New York.


 


IN WITNESS WHEREOF, the Manager, by authority duly given,
has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


	 	THE MANAGER:	 
	 	 	 
	 	MACQUARIE INFRASTRUCTURE MANAGEMENT
	 	(USA) INC.	 
	 	 	 
	 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Dated:	 


 




    	26