MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among NEP RENEWABLES III, LLC NEP RENEWABLES HOLDINGS III, LLC, NEXTERA ENERGY PARTNERS, LP and THE CLASS B PURCHASERS PARTY HERETO OCTOBER 21, 2021

Exhibit 2.3

Execution Version

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

NEP RENEWABLES III, LLC

NEP RENEWABLES HOLDINGS III, LLC,

NEXTERA ENERGY PARTNERS, LP

and

THE CLASS B PURCHASERS PARTY HERETO

OCTOBER 21, 2021


TABLE OF CONTENTS
ARTICLE I DEFINITIONS
Section 1.01 Definitions			2
Section 1.02 Accounting Procedures and Interpretation			31
ARTICLE II AGREEMENT TO ISSUE, SELL AND PURCHASE
Section 2.01 Issuance, Sale and Purchase; Use of Class B Purchase Price			32
Section 2.02 Initial Closing			33
Section 2.03 Initial Closing – Mutual Conditions			34
Section 2.04 Initial Issuance and Initial Closing - Conditions to the Purchasers’ Obligations			34
Section 2.05 Initial Issuance - Conditions to the Company’s Obligations			36
Section 2.06 Initial Closing - Conditions to NEP’s Obligations			37
Section 2.07 Deliveries at the Initial Closing			37
Section 2.08 Additional Closing			40
Section 2.09 Additional Closing – Mutual Conditions			41
Section 2.10 Additional Closing – Conditions to the Class B Purchaser’s Obligations			41
Section 2.11 Additional Closing - Conditions to the Class A Purchaser’s Obligations			42
Section 2.12 Deliveries at the Additional Closing			43
Section 2.13 Further Assurances			44
Section 2.14 Withholding			44
Section 2.15 Transaction Tax Treatment			45
Section 2.16 Portfolio Project Model Adjustment			45
ARTICLE III REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY ENTITIES
Section 3.01 Existence			52
Section 3.02 Capitalization and Valid Issuance of Units			52
Section 3.03 Ownership of the Class A Purchaser			54
Section 3.04 Indebtedness; Liabilities			54
Section 3.05 Due Formation			54
Section 3.06 No Material Adverse Change			54
Section 3.07 No Registration Required			54
Section 3.08 No Restrictions or Registration Rights			54
Section 3.09 Litigation			55
Section 3.10 No Conflicts			55
Section 3.11 Authority; Enforceability			55
Section 3.12 Approvals			56
Section 3.13 Investment Company Status			56


Section 3.14 Certain Fees			57
Section 3.15 Listing and Maintenance Requirements			57
Section 3.16 Form S-3 Eligibility			57
Section 3.17 No Side Agreements			57
Section 3.18 Affiliate Contracts			57
Section 3.19 Anti-Corruption			57
Section 3.20 Money Laundering Laws			58
Section 3.21 Sanctions			58
Section 3.22 Tax			58
Section 3.23 No Other Representations			58
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Section 4.01 Existence			59
Section 4.02 Authorization; Enforceability			59
Section 4.03 No Breach			59
Section 4.04 Certain Fees			59
Section 4.05 Unregistered Securities			60
Section 4.06 Sufficient Funds			61
Section 4.07 No Side Agreements			63
Section 4.08 Anti-Corruption			63
Section 4.09 Money-Laundering Laws			63
Section 4.10 Sanctions			63
Section 4.11 Acknowledgements by the Purchasers			63
Section 4.12 Tax			64
Section 4.13 Regulatory Status			64
Section 4.14 No Other Representations			64
ARTICLE V COVENANTS
Section 5.01 Conduct of Business			65
Section 5.02 Listing of Units			66
Section 5.03 Cooperation; Further Assurances			66
Section 5.04 Class B Purchaser Financing			67
Section 5.05 XXXX/NEP APA; Interim Operations			71
Section 5.06 Change of Control			72
Section 5.07 Updating			72
Section 5.08 Delayed Assets.			73
Section 5.09 Credit Support Matters			73
ARTICLE VI INDEMNIFICATION
Section 6.01 Indemnification by the Class A Purchaser and NEP			74


Section 6.02 Indemnification by the Purchasers			76
Section 6.03 Indemnification Procedure			77
Section 6.04 Tax Characterization			78
ARTICLE VII TERMINATION
Section 7.01 Termination			78
Section 7.02 Certain Effects of Termination			80
Section 7.03 Termination Fee			81
ARTICLE VIII MISCELLANEOUS
Section 8.01 Expenses			83
Section 8.02 Interpretation			84
Section 8.03 Survival of Provisions			84
Section 8.04 No Waiver: Modifications in Writing			85
Section 8.05 Binding Effect			85
Section 8.06 Xxx-Xxxxxxxxxx			00
Section 8.07 Communications			86
Section 8.08 Removal of Legend			87
Section 8.09 Entire Agreement			88
Section 8.10 Governing Law: Submission to Jurisdiction			88
Section 8.11 Waiver of Jury Trial			89
Section 8.12 Exclusive Remedy			90
Section 8.13 No Recourse Against Others			91
Section 8.14 No Third Party Beneficiaries			92
Section 8.15 Appointment of Class B Purchaser Representative			92
Section 8.16 Execution in Counterparts			93
Section 8.17 Schedules			93

SCHEDULES:

Schedule A – Capitalization and Purchaser Allocations

Schedule B – Acquired Assets

Schedule C – Knowledge Parties

Schedule D – Governmental Authorizations

Schedule E – Consents

Schedule F – Execution Date Portfolio Project Model

Schedule G – Portfolio Project Model Adjustment Procedures

Schedule H – Debt for Borrowed Money

Schedule I – Power Purchase Agreements

Schedule J – Certain Indemnification Matters

Schedule K – Credit Support Matters

iii

EXHIBITS:

Exhibit A – Form of A&R LLC Agreement

Exhibit B – Form of Registration Rights Agreement

Exhibit C – Form of Build Out Agreement

Exhibit D – Form of Star Moon Holdings A&R LLC Agreement

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”), dated as of October 21, 2021 (the “Execution Date”), is entered into by and among NEP Renewables III, LLC, a Delaware limited liability company (the “Company”), NEP Renewables Holdings III, LLC, a Delaware limited liability company (the “Class A Purchaser”), the Class B Purchasers set forth in Schedule A hereto, including Apollo CIF CEPF Intermediate, LLC, a Delaware limited liability company, as a Class B Purchaser and as the Class B Purchaser Representative (in such capacity, the “Class B Purchaser Representative”), and NextEra Energy Partners, LP, a Delaware limited partnership (“NEP”), solely to the extent of the NEP Obligations set forth herein.

WHEREAS, the Company was previously formed under the Delaware LLC Act by the Class A Purchaser as the sole initial member of the Company, and its business and affairs are presently governed by that certain Limited Liability Company Agreement of the Company, effective as of September 8, 2021 (the “Company LLC Agreement”);

WHEREAS, prior to the Initial Closing, (a) a direct or indirect Subsidiary of NEP shall have (i) acquired the Acquired Assets pursuant to the XXXX/NEP APA, and (ii) directly or indirectly contributed such Acquired Assets to the Class A Purchaser, and assigned all of its right, title and interest in and to the XXXX/NEP APA Annex to the Class A Purchaser, (b) the Company LLC Agreement shall have been amended and restated, substantially in the form of the Amended and Restated Limited Liability Company Agreement of the Company attached hereto as Exhibit A (the “A&R LLC Agreement”), (c) the Class A Purchaser shall have contributed the Acquired Assets to the Company and, in exchange therefor, the Company shall have issued and sold to the Class A Purchaser, and the Class A Purchaser shall have acquired from the Company, the Class A Purchased Units and the Aggregate Class B Purchased Units (the “Initial Issuance”);

WHEREAS, following the Initial Issuance, (a) at the Initial Closing, the Class A Purchaser desires to sell, transfer, assign, convey and deliver to each of the Class B Purchasers set forth in Section III of Schedule A hereto, and each such Class B Purchaser desires to purchase from the Class A Purchaser, such Class B Purchaser’s Pro Rata Share of the Initial Aggregate Class B Purchased Units, in exchange for payment to the Class A Purchaser by each such Class B Purchaser of its Pro Rata Share of the Initial Aggregate Class B Purchase Price, on the terms and subject to the conditions set forth in this Agreement (such transfer of the Initial Aggregate Class B Purchased Units by the Class A Purchaser to the Class B Purchasers at the Initial Closing, the “Initial Class B Units Sale”); and (b) immediately upon consummation of the Initial Class B Units Sale at the Initial Closing, each Class B Purchaser will be admitted as a Class B Member of the Company pursuant to the A&R LLC Agreement, and shall thereafter be subject to the terms and conditions thereof; and

WHEREAS, following the Initial Class B Units Sale, at the Additional Closing, the Class A Purchaser desires to sell, transfer, assign, convey and deliver to each of the Class B Purchasers to be set forth in Section IV of Schedule A hereto, and each such Class B Purchaser desires to purchase from the Class A Purchaser, such Class B Purchaser’s Pro Rata Share of the Additional Aggregate Class B Purchased Units, in exchange for payment to the Class A Purchaser by each Class B Purchaser of its Pro Rata Share of the Additional Aggregate Class B Purchase Price, which shall be paid by each of the Class B Purchasers to the Class A Purchaser at

the Additional Closing, on the terms and subject to the conditions set forth in this Agreement (such transfer of the Additional Aggregate Class B Purchased Units by the Class A Purchaser to the Class B Purchasers at the Additional Closing, the “Additional Class B Units Sale”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section I.01Definitions. As used in this Agreement, the following terms have the meanings indicated:

“2017 Registration Rights Agreement” means that certain Amended and Restated Registration Rights Agreement, by and between NEP and NextEra Energy, Inc., a Florida corporation, dated as of August 4, 2017.

“2018 Registration Rights Agreement” means that certain Registration Rights Agreement, by and among NEP, Global Energy & Power Infrastructure II Advisors, L.L.C., and Western Renewables Partners LLC, dated as of December 21, 2018.

“2019-A Registration Rights Agreement” means that certain Registration Rights Agreement, by and among NEP, Nitrogen TL Borrower LLC, a Delaware limited liability company, and the other purchasers named as a party thereto, dated as of June 11, 2019.

“2019-B Registration Rights Agreement” means that certain Registration Rights Agreement, by and between NEP and GEPIF III Xxxxx Investco, L.P., dated as of November 13, 2019.

“2019-C Registration Rights Agreement” means that certain Registration Rights Agreement, by and between NEP and EIG NET Holdings III, LLC, dated as of December 4, 2019.

“2020-A Registration Rights Agreement” means that certain Registration Rights Agreement, by and between NEP and Xxxxxxx Sachs & Co. LLC, as Representative, on behalf of the Initial Purchasers (as defined therein), dated as of December 3, 2020.

“2020-B Registration Rights Agreement” means that certain Registration Rights Agreement, by and among KKR Neon Aggregator L.P. and the Class B Purchasers name on Schedule A thereto, dated as of December 18, 2020.

“2021 Registration Rights Agreement” means that certain Registration Rights Agreement, by and between NEP and Xxxxxx Xxxxxxx & Co. LLC, as Representative, on behalf of the Initial Purchasers (as defined therein), dated as of June 17, 2021.

“A&R LLC Agreement” has the meaning set forth in the recitals to this Agreement.

“Acquired Assets” means one hundred percent (100%) of the Class A Units of Star Moon Holdings, which will own, directly or indirectly, each of the other Acquired Companies, as listed on Schedule B hereto.

“Acquired Company” means, individually, as applicable, any of (a) Star Moon Holdings, (b) Moonlight Bay Class A Holdings, (c) Stargrass Class A Holdings, (d) the Moonlight Bay Company, (e) the Stargrass Company, (f) the Moonlight Bay Project Companies, (g) the Stargrass Project Companies and (h) Borderlands Wind Holdings, LLC, a Delaware limited liability company, and, collectively, all of the foregoing are referred to herein as the “Acquired Companies.”

“Additional Aggregate Class B Purchase Price” means such aggregate amount as shall be set forth in the Notice of Additional Closing delivered in accordance with Section 2.08(a) or Section 2.08(b), which amount shall equal fifty percent (50%) of the Class B Purchase Price, as may be adjusted pursuant to Section 2.16 and in a manner consistent with the procedures set forth in Schedule G.

“Additional Aggregate Class B Purchased Units” means the aggregate number of Class B Units to be sold by the Class A Purchaser to all Class B Purchasers at the Additional Closing, which number shall be equal to fifty percent (50%) of the Aggregate Class B Purchased Units.

“Additional Class B Units Sale” has the meaning set forth in the recitals of this Agreement.

“Additional Closing” means the consummation of the sale of the Additional Aggregate Class B Purchased Units by the Class A Purchaser to the Class B Purchasers pursuant to Section 2.08(a). For the avoidance of doubt, there shall not be more than one Additional Closing.

“Additional Closing Date” means the date on which the Additional Closing is actually consummated pursuant to Section 2.08(a).

“Additional Closing Dispute Notice” has the meaning set forth in Section 2.16(c).

“Additional Closing Model Input Updates” means any changes to the value of the inputs set forth in the worksheets labeled “3rd Party Inputs,” “Debt Inputs,” and “Tax Equity Inputs” in the Additional Closing Portfolio Project Model, from the values set forth in the Initial Closing Portfolio Project Model, solely to the extent such changes result from (i) any Delayed Asset Bring-Down Consultant Reports, (ii) any change in the date on which any Delayed Project shall actually achieve Commercial Operation from the date on which such Commercial Operation was estimated to be achieved, as set forth in the Initial Closing Portfolio Project Model, (iii) any Tax Equity Financing Changes, but solely to the extent relating to any Delayed Project(s) (excluding, for the avoidance of doubt, any Returned Projects), (iv) any Delayed Asset Return Changes, (v) any Pre-Closing Model Input Updates proposed by the Class B Purchaser prior to the Initial Closing upon which the Purchasers shall have reached agreement following the Initial Closing, (vi) the date on which the Additional Closing Date actually occurs, and (vii) any Debt Financing Changes, but solely to the extent relating to the matters set forth in clauses (i) through (vi).

“Additional Closing Portfolio Project Model” means the Initial Additional Closing Portfolio Project Model, as finally determined pursuant to Section 2.16(c), Section 2.16(e), Section 2.16(f) or Section 2.16(g), as applicable, and in a manner consistent with the procedures and assumptions set forth in Schedule G.

“Additional Closing Termination Fee” means an amount equal to the product of (i) twenty million U.S. dollars ($20,000,000), multiplied by (ii) a fraction, the numerator of which is the Additional Aggregate Class B Purchase Price and the denominator of which is the Class B Purchase Price.

“Additional Closing Transaction Term Adjustments” has the meaning set forth in Section 2.16(c).

“Additional Individual Class B Purchase Price” means, with respect to each Class B Purchaser, the price paid to the Class A Purchaser by such Class B Purchaser in respect of the Additional Individual Class B Purchased Units purchased by such Class B Purchaser at the Additional Closing, which amount shall equal such Class B Purchaser’s Pro Rata Share set forth in Section IV of Schedule A hereto, multiplied by the Additional Aggregate Class B Purchase Price.

“Additional Individual Class B Purchased Units” means, with respect to each Class B Purchaser, such number of Class B Units to be purchased by such Class B Purchaser from the Class A Purchaser at the Additional Closing, which number shall equal such Class B Purchaser’s Pro Rata Share set forth in Section IV of Schedule A hereto, multiplied by the total number of Additional Aggregate Class B Purchased Units.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Person. As used herein, the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For all purposes of this Agreement, Class B Purchasers and any of their respective Affiliates or Affiliated Investment Vehicles, on the one hand, and NEP and any of its Subsidiaries, on the other hand, shall not be considered Affiliates.

“Affiliate Contract” means any material Contract between the Company or any of its Subsidiaries, on the one hand, and NEP, the NEP GP, or the NEP Subsidiaries, or any of their respective Affiliates, on the other hand.

“Affiliated Investment Vehicle” means, with respect to any specified Person, any investment vehicle, entity or Fund, or any managed account, in each case, that is advised by the same investment advisor or manager as such Person, or by an Affiliate of such investment advisor or manager or of such Person.

“Aggregate Class B Purchased Units” means the total number of Class B Units set forth in Section I of Schedule A hereto.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Anti-Corruption Law” means the FCPA or any other applicable Law related to bribery or corruption.

“Applicable Transaction Terms” means (A) the amount of the Class B Purchase Price, (B) the Debt Financing Terms, (C) the Class B Internal Rate of Return, (D) the start date for the First Distribution Adjustment Period, (E) the percentage of the aggregate amount of Available Cash that constitutes the “Class B Reallocation Portion” (as defined in the A&R LLC Agreement) and/or (F) the percentage of the aggregate amount of Available Cash that constitutes the “Class B Reallocation Cap” (as defined in the A&R LLC Agreement).

“Assignment of XXXX/NEP APA Annex” means that certain Assignment of 2021-B APA Annex, to be entered into by and between NEP Acquisitions and the Class A Purchaser and effective prior to the Initial Closing.

“Associated Person” means any director, officer, agent, employee, or other Person acting on behalf of another Person.

“Available Cash” means “Available Cash” as such term is defined in the A&R LLC Agreement.

“Base Project Financing Documents” means (x) with respect to the Stargrass Projects, (i) that certain Equity Capital Contribution Agreement, dated as of July 30, 2021, between Stargrass, LLC, a Delaware limited liability company, Stargrass Class A Holdings, LLC, a Delaware limited liability company, and JPM Capital Corporation, a Delaware corporation, and (ii) that certain Amended and Restated Limited Liability Company Agreement, dated as of July 30, 2021, of Stargrass, LLC and (y) with respect to the Moonlight Bay Projects, (i) that certain Equity Capital Contribution Agreement, dated as of August 20, 2021, between Moonlight Bay Class A Holdings, LLC, a Delaware limited liability company, Moonlight Bay Renewables, LLC, a Delaware limited liability company, and BAL Investment & Advisory, Inc., a Delaware corporation, and (ii) that certain Amended and Restated Limited Liability Company Agreement, dated as of August 20, 2021, of Moonlight Bay Renewables, LLC.

“Blocker” has the meaning set forth in the A&R LLC Agreement.

“Borderlands Facility” means the wind power electric generating facility, including the foundations, towers, wind turbine generators, electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of approximately ninety-nine (99)-megawatts nameplate capacity, that are included in the Borderlands Wind Project.

“Borderlands Project Company” means Borderlands Wind, LLC, a Delaware limited liability company.

“Borderlands Wind Project” means the approximately ninety-nine (99) megawatt wind power electric generating facility located in Xxxxxx County, New Mexico, including any ongoing development and construction with respect thereto.

“Bring-Down Consultant Reports” has the meaning set forth in Section 2.16(a).

“Build Out Agreement” means that certain Build Out Agreement to be entered into by and between XXXX and Star Moon Holdings, substantially in the form attached hereto as Exhibit C, as such agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of New York are authorized or required by applicable Law to be closed.

“Call Option” has the meaning set forth in the A&R LLC Agreement.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount required to be recorded as a liability on a balance sheet in respect of a Capitalized Lease in accordance with GAAP; provided that any obligations either existing on the Execution Date or created prior to any recharacterization described in clause (b) below that (a) were not required by GAAP to be included on the balance sheet as financing or capital lease obligations, and (b) are subsequently recharacterized as financing or capital lease obligations or indebtedness due to a change in GAAP or accounting treatment or otherwise, shall not, for any purposes under this Agreement be treated as financing or capital lease obligations, Capitalized Lease Obligations or Debt for Borrowed Money.

“Capitalized Leases” means all leases that are required to be, in accordance with GAAP, recorded as a lease with amounts required to be capitalized on both the balance sheet and income statement for financial reporting purposes in accordance with GAAP; provided that, for all purposes hereunder, the amount of any Capitalized Lease Obligation with respect to any Capitalized Lease as of any date shall be the amount thereof required, in accordance with GAAP, to be accounted for as a liability on a balance sheet as of such date; provided, further, that, for purposes of calculations made pursuant to the terms of this Agreement or in compliance with any covenant in this Agreement, GAAP will be deemed to treat leases in a manner consistent with its current treatment under GAAP as of the Execution Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.

“Change of Control” has the meaning set forth in clause (a) of the definition of “Change of Control” in the A&R LLC Agreement.

“Class A Purchase Price” means an amount equal to twenty-five million U.S. dollars ($25,000,000), as such amount may be adjusted upward or downward at or prior to the Initial Closing to reflect the amount of the Estimated Working Capital (as such term is defined and used in the XXXX/NEP APA Annex).

“Class A Purchased Units” means the number of Class A Units set forth opposite the Class A Purchaser’s name in Section II of Schedule A hereto under the column entitled “Number and Class of Membership Interests.”

“Class A Purchaser” has the meaning set forth in the introductory paragraph of this Agreement.

“Class A Purchaser Related Parties” has the meaning set forth in Section 6.01(a).

“Class A Units” means the Company’s Class A Units, having the rights, powers, privileges, duties, and obligations described in the A&R LLC Agreement.

“Class B COC Option” has the meaning set forth in the A&R LLC Agreement.

“Class B Internal Rate of Return” means, collectively, the Internal Rate of Return (as defined in the A&R LLC Agreement) thresholds set forth in Sections 5.03, 7.02, 7.03 and 7.04 of the A&R LLC Agreement, as may be adjusted pursuant to Section 2.16 and in a manner consistent with the procedures set forth in Schedule G.

“Class B Member” has the meaning set forth in the A&R LLC Agreement.

“Class B Member Representative” has the meaning set forth in the A&R LLC Agreement.

“Class B Purchase Price” means an aggregate amount of eight hundred and twenty four million U.S. dollars ($824,000,000), as may be adjusted pursuant to Section 2.16 and in a manner consistent with the procedures set forth in Schedule G.

“Class B Purchase Price Return Offset” has the meaning set forth in Section 2.16(h).

“Class B Purchaser Related Parties” has the meaning set forth in Section 6.01(a).

“Class B Purchaser Representative” has the meaning set forth in the introductory paragraph to this Agreement.

“Class B Purchasers” means, collectively, Apollo CIF CEPF Intermediate, LLC, a Delaware limited liability company, and each of its Affiliates listed or to be listed as “Class B Purchasers” in Section III of Schedule A hereto as of the Execution Date or prior to the Initial Closing, and each of their respective Affiliates to be listed as “Class B Purchasers” in Section IV of Schedule A hereto prior to the Additional Closing, in each case, in accordance with Section 2.01(f) hereof.

“Class B Units” means the Company’s Class B Units, having the rights, powers, privileges, duties, and obligations described in the A&R LLC Agreement.

“Class B Units Sales” means, collectively, the Initial Class B Units Sale and the Additional Class B Units Sale.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commercial Operation” means (a) with respect to each Project (other than the Borderlands Wind Project, Elora Solar Project, Ensign Wind Project, Minco III Wind Project and Quinebaug Solar Project), “Commercial Operation,” as such term is defined in the applicable Power Purchase Agreement of such Project, (b) solely with respect to the Borderlands Wind Project and the Quinebaug

Solar Project, the “Commercial Operation Date,” as such term is defined in the applicable Power Purchase Agreement for such Project, (c) solely with respect to the Elora Solar Project, the “Initial Delivery Date,” as such term is defined in the applicable Power Purchase Agreement for such Project, and (d) solely with respect to the Ensign Wind Project and the Minco III Wind Project, the “Repower Completion Date,” as such term is defined in the applicable Power Purchase Agreement for such Projects.

“Commission” means the United States Securities and Exchange Commission.

“Company” has the meaning set forth in the introductory paragraph of this Agreement.

“Company Entities” means, collectively, the Company, any Subsidiaries of the Company as of the Execution Date, and NEP.

“Company LLC Agreement” has the meaning set forth in the recitals to this Agreement.

“Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of February 5, 2021, by and among XXXX, NEP and Apollo Infrastructure Opportunities Management II, L.P., as such agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Consent” means any approval, authorization, consent, waiver, license, qualification, written exemption from, or order of or filing with any Governmental Authority, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE), or approval of the holders of NEP Common Units or any further approval of the Class A Purchaser or any of its Affiliates.

“Contract” means any legally binding contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment, or other arrangement, understanding, undertaking, or obligation, whether written or oral, but shall exclude Permits.

“Conversion Units” means the NEP Common Units to be issued upon conversion of Issued NEP Non-Voting Units, upon the terms and subject to the conditions of the NEP Partnership Agreement.

“Cool Springs Solar Facility” means the solar photovoltaic electric generating facility, including the photovoltaic modules, inverters, trackers, the ground-mount racking systems, the electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of two hundred and thirteen (213)-megawatts AC net capacity, that are included in the Cool Springs Solar Project.

“Cool Springs Solar Project” means (i) the approximately two hundred and thirteen (213)-megawatt solar photovoltaic electric generating facility located in Decatur County, Georgia, including any ongoing development and construction with respect thereto and (ii) the co-located battery energy storage system.

“Cool Springs Solar Project Company” means Cool Springs Solar, LLC, a Delaware limited liability company.

“COVID-19” means both the viral pneumonia named coronavirus disease 2019 (COVID-19) by the World Health Organization and the virus named Severe Acute Respiratory Syndrome Coronavirus 2 (SARS-CoV-2) by the International Committee on Taxonomy of Viruses and any mutations or variants thereof.

“COVID-19 Effect” means any (a) required or recommended quarantines, travel restrictions, or social distancing, in each case, issued by a Governmental Authority, (b) factory shutdowns or slowdowns, workplace or worksite shutdowns or slowdowns or work from home requirements or recommendations, or shipment interruptions or slowdowns, in each case, related to or resulting from COVID-19, (c) other measures initiated or occurring in response to COVID-19, and (d) other events or conditions related to or resulting from COVID-19.

“Credit Agreement” means the credit agreement, dated as of the Execution Date among Apollo CIF CEPF Holdings, LLC, a Delaware limited liability company, the Class B Purchaser Representative, the lenders party thereto, and Canadian Imperial Bank of Commerce, New York Branch, as administrative agent, as such agreement may be amended, amended and restated, supplemented, or otherwise modified in accordance with Section 5.04(a).

“Debt Financing” has the meaning set forth in Section 4.06(a).

“Debt Financing Changes” means any changes in the value of the inputs set forth in the worksheet labeled “Debt Model Inputs” in (i) the Initial Closing Portfolio Project Model, from the values of such inputs set forth in the Execution Date Portfolio Project Model or (ii) the Additional Closing Portfolio Project Model, from the values of such inputs set forth in the Initial Closing Portfolio Project Model, but, in each case of (i) and (ii), solely to the extent expressly permitted and provided for by the Credit Agreement, as such agreement is in effect as of the Execution Date (including to reflect any “flex” rights or pricing that becomes effective pursuant to the express terms of the Credit Agreement).

“Debt Financing Terms” means the terms of the Debt Financing expressly provided for pursuant to the terms of the Credit Agreement, but solely with respect to (a) the principal amount available to be funded under any or all of the following: (i) the Term Loan Facility, (ii) the Delayed Draw Facility and (iii) the DSR-LC Facility (each, as defined in the Credit Agreement), in each case, up to the maximum amount expressly permitted and provided for by the Credit Agreement, and (b) the amount set forth on the Target Reserve Balance schedule with respect to any Monthly Payment Date.

“Debt for Borrowed Money” means, with respect to any Person, at any date of determination, (a) all items that, in accordance with GAAP, are required to be classified as indebtedness on a consolidated balance sheet of such Person at such date, including any obligation of such Person under a Capitalized Lease Obligation, and (b) any Synthetic Lease Obligations of such Person at such

date; provided, however, that, for all purposes of this Agreement, Debt for Borrowed Money shall not include any obligations (i) under any Non-Capitalized Lease Obligations, including any Land Contracts that falls within the meaning of Non-Capitalized Lease Obligations, or (ii) in connection with Deferred Payments.

“Deferred Payments” means any Deferred Payments (as defined in the Tax Equity A&R LLC Agreements) or any comparable terms (having substantially the same meaning) contained in any Tax Equity A&R LLC Agreement.

“Deficit Class B Purchase Price Offset” has the meaning set forth in Section 2.16(h).

“Deficit Purchase Price Amount” has the meaning set forth in Section 2.16(h).

“Delaware LLC Act” means the Delaware Limited Liability Company Act.

“Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act.

“Delayed Asset Bring-Down Consultant Reports” has the meaning set forth in Section 2.16(c).

“Delayed Asset Closing” has the meaning set forth in Section 5.08(b).

“Delayed Asset Closing Date” has the meaning set forth in Section 5.08(b).

“Delayed Asset Outside Date” means June 30, 2022.

“Delayed Asset Return Changes” means any changes in the value of the inputs set forth in the Portfolio Project Model to reflect (i) the permanent removal, exclusion and transfer of any Returned Project from the portfolio of the Projects that are the subject of the acquisition hereunder in accordance with Section 5.08 (including the related removal from the Portfolio Project Model of any inputs relating to such Returned Project(s)), (ii) the resulting impact on the Interim Additional Closing Levered Hold Return, as determined in accordance with the assumptions and procedures set forth in Schedule G, and (iii) any Debt Financing Changes, solely to the extent relating to such return and transfer of Returned Project(s) (and removal of inputs) referenced in clause (i).

“Delayed Assets” means (a) the Equity Interests of any Project Company that owns, directly or indirectly, a Delayed Project and (b) all other assets relating primarily to any such Project Company, or the Project or Property of such Project Company.

“Delayed Project” means any Project that (i) shall not have achieved Commercial Operation prior to the Initial Closing and (ii) (A) the Tax Equity Financing with respect to such Project shall not have been consummated or (B) the Tax Equity Financing with respect to such Project shall have been consummated but any completion guarantee with respect to such Project shall remain in effect, in each case of clause (A) and (B), prior to the Initial Closing, unless and until such time as the Delayed Asset Closing occurs with respect to such Delayed Project, at which time such Project shall cease to be a Delayed Project.

“Delayed Project Company” means any Project Company whose Equity Interests shall be Delayed Assets pursuant to Section 5.08, unless and until such time as the Delayed Asset Closing occurs with respect to such Delayed Assets, at which time such Project Company shall cease to be a Delayed Project Company.

“Disclosure Letter” means the disclosure letter delivered by the Company, NEP and the Class A Purchaser to the Class B Purchasers simultaneously with the execution of this Agreement.

“Dispute Notice” has the meaning set forth in Section 2.16(c).

“Dodge Flat Solar Facility” means the solar photovoltaic electric generating facility, including the photovoltaic modules, inverters, trackers, the ground-mount racking systems, the electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of two hundred (200)-megawatts AC net capacity, that are included in the Dodge Flat Solar Project.

“Dodge Flat Solar Project” means (i) the approximately two hundred (200)-megawatt solar photovoltaic electric generating facility located in Washoe County, Nevada, including any ongoing development and construction with respect thereto and (ii) the related energy storage system.

“Dodge Flat Solar Project Company” means Dodge Flat Solar, LLC, a Delaware limited liability company.

“Drop-Dead Date” means June 30, 2022.

“Elora Solar Facility” means the solar photovoltaic electric generating facility, including the photovoltaic modules, inverters, trackers, the ground-mount racking systems, the electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of one hundred and fifty (150)-megawatts AC net capacity, that are included in the Elora Solar Project.

“Elora Solar Project” means the approximately one hundred and fifty (150)-megawatt solar photovoltaic electric generating facility located in Lincoln County, Tennessee, including any ongoing development and construction with respect thereto.

“Elora Solar Project Company” means Elora Solar, LLC, a Delaware limited liability company.

“Ensign Project Company” means Ensign Wind Energy, LLC, a Delaware limited liability company.

“Ensign Wind Facility” means the wind power electric generating facility, including the foundations, towers, wind turbine generators, electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of approximately ninety-nine (99)-megawatts nameplate capacity, that are included in the Ensign Wind Project.

“Ensign Wind Project” means the approximately ninety-nine (99)-megawatt wind power electric generating facility located in Xxxx County, Kansas, including any ongoing development and construction with respect thereto.

“Equity Commitment Letter” has the meaning set forth in Section 4.06(a).

“Equity Financing” has the meaning set forth in Section 4.06(a).

“Equity Interests” means capital stock, partnership intersts (whether general or limited), limited liability company interests, trust interests or beneficial interests, and any other equity interest or participation therein that confers on a Person the right to receive from the issuing entity (or any series of an issuing entity) a share or allocation of the profits and losses of, or distribution of assets of, such issuing entity.

“ESI” means ESI Energy, LLC, a Delaware limited liability company.

“Excess Purchase Price Amount” has the meaning set forth in Section 2.16(h).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Date” has the meaning set forth in the preamble.

“Execution Date Base Case Levered Return” means the rate of return set forth in cell “C25” in the worksheet labeled “Model – 2021” in the Execution Date Portfolio Project Model.

“Execution Date Levered Hold Return” means the rate of return set forth in cell “C22” in the worksheet labeled “Model – 2021” in the Execution Date Portfolio Project Model.

“Execution Date Portfolio Project Model” has the meaning set forth in Section 2.16(a).

“Facility” means, as applicable, any of (a) the Moonlight Bay Facilities, and (b) the Stargrass Facilities, individually, and, collectively, all of the foregoing are referred to herein as the “Facilities.”

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“FERC” means the Federal Energy Regulatory Commission and its successors.

“Financing” has the meaning set forth in Section 4.06(a).

“Financing Arrangements” has the meaning set forth in Section 5.04(b).

“Financing Definitive Agreements” has the meaning set forth in Section 5.04(a).

“Financing Parties” means those lenders, arrangers, and agents and other financial institutions and investors that are or may become parties to the Credit Agreement and are commercial banks and their Affiliates or a Class B Purchaser or its Affiliates.

“Financing Related Party” means the Financing Parties or any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers,

Affiliates, affiliated (or commonly advised) funds, representatives, agents, assignees, and successors of any of the foregoing.

“First Distribution Adjustment Period” has the meaning set forth in the A&R LLC Agreement.

“Fish Springs Solar Facility” means the solar photovoltaic electric generating facility, including the photovoltaic modules, inverters, trackers, the ground-mount racking systems, the electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of one hundred (100)-megawatts AC net capacity, that are included in the Fish Springs Solar Project.

“Fish Springs Solar Project” means (i) the approximately one hundred (100)-megawatt solar photovoltaic electric generating facility located in Washoe County, Nevada, including any ongoing development and construction with respect thereto and (ii) the related energy storage system.

“Fish Springs Solar Project Company” means Fish Springs Ranch Solar, LLC, a Delaware limited liability company.

“Fraud” means, with respect to any Person, the making of a representation, warranty, or covenant contained in this Agreement by a Person with a specific intent to induce such other Person to enter into this Agreement and (a) in the case of a representation, such representation contained a material misstatement or omission at the time it was made, and the Person making or giving the representation had actual Knowledge (and not imputed or constructive knowledge), of such material misstatement or omission at the time it was made, (b) such Person had the specific intent to induce such other Person to whom such representation, warranty, or covenant was made or given to enter into this Agreement, and (c) such other Person to whom such representation, warranty, or covenant was made or given reasonably relied on such materially inaccurate representation, warranty, or covenant in entering into this Agreement and suffered injury as a result thereof. For the avoidance of doubt, (i) the term “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including any claim for fraud) based on negligence or recklessness, and (ii) only the Party who committed Fraud shall be responsible for such Fraud and only to the Party alleged to have suffered from such alleged Fraud.

“Fund” means a private equity, infrastructure or other investment fund entity.

“GAAP” means generally accepted accounting principles in the United States of America as of the Execution Date, applied on a consistent basis during the period covered thereby; provided that, for the financial statements of NEP prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements.

“Governmental Authority” means, with respect to a particular Person, any country, state, county, city, and political subdivision in which such Person or such Person’s property is located or that exercises valid jurisdiction over any such Person or such Person’s property, and any court, agency, arbitration body, tribunal, department, commission, board, bureau, or instrumentality of any of them, and any monetary authority that exercises valid jurisdiction over any such Person or such Person’s property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company Entities means a Governmental Authority having jurisdiction over the Company Entities or any of their respective properties.

“Governmental Authorization” means any authorization, approval, order, license, certificate, determination, registration, Permit, or consent required of or granted by, or any notice required to be delivered to or filed with, any Governmental Authority, including the FERC and, to the extent applicable, the expiration of any waiting period required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

“Hedge” means any hedging transactions relating to interest rates under the Credit Agreement, including any hedge, option, swap, future or future contract.

“Xxxxxxx Project Company” means Xxxxxxx Wind, LLC, a Delaware limited liability company.

“Xxxxxxx Wind Facility” means the wind power electric generating facility, including the foundations, towers, wind turbine generators, electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of approximately three hundred (300)-megawatts nameplate capacity, that are included in the Xxxxxxx Wind Project.

“Xxxxxxx Wind Project” means the approximately three hundred (300)-megawatt wind power electric generating facility located in Hill and Limestone Counties, Texas, including any ongoing development and construction with respect thereto.

“Indebtedness” means any amount payable by a Person as debtor, borrower, issuer, guarantor, or otherwise pursuant to (a) an agreement or instrument involving or evidencing money borrowed, or the advance of credit, including financings by Subsidiaries of such Person, and the face amount of any letter of credit supporting the repayment of indebtedness for borrowed money issued for the account of such Person and obligations under letters of credit and agreements relating to the issuance of letters of credit or acceptance of financing (in each case, only to the extent undrawn or, in the case of any drawing, not cash collateralized or reimbursed within two (2) Business Days of the date drawn); (b) indebtedness of a third party described in clauses (a), (c), or (d) of this definition (i) that is guaranteed by such Person or its Subsidiaries or (ii) that is secured by any Lien on assets owned or acquired by such Person or its Subsidiaries, whether or not the indebtedness secured thereby has been assumed by such Person or its Subsidiaries; provided that, in the case of any Indebtedness described in this clause (ii), the amount of such Indebtedness shall be deemed to be the lesser of the outstanding principal amount of such Indebtedness or the fair market of the assets of such Person or any of its Subsidiaries securing such Indebtedness; (c) purchase-money indebtedness and capital lease obligations classified as such in accordance with GAAP (other than as a result of the adoption or implementation of Accounting Standards Codification No. 842 or any successor provision or amendment or other modification thereto); or (d) obligations evidenced by bonds, debentures, notes, or other instruments of debt securities.

“Indemnified Party” has the meaning set forth in Section 6.03(b).

“Indemnifying Party” has the meaning set forth in Section 6.03(b).

“Independent Expert” means Duff & Xxxxxx or, if Duff & Xxxxxx is unwilling or unable to serve as Independent Expert under this Agreement, such other independent, internationally recognized accounting, valuation or consultant firm as shall be mutually agreed upon by the Company, the Class A Purchaser, NEP and the Class B Purchaser Representative.

“Initial Additional Closing Portfolio Project Model” has the meaning set forth in Section 2.16(c).

“Initial Aggregate Class B Purchase Price” means such aggregate portion of the Class B Purchase Price payable by the Class B Purchasers to the Class A Purchaser in respect of the Initial Aggregate Class B Purchased Units, as shall be set forth in the Notice of Initial Closing delivered in accordance with Section 2.02(a) or Section 2.02(b), which amount shall be equal to fifty percent (50%) of the Class B Purchase Price.

“Initial Aggregate Class B Purchased Units” means the aggregate number of Class B Units to be sold by the Class A Purchaser to all Class B Purchasers at the Initial Closing, which number shall be equal to fifty percent (50%) of the Aggregate Class B Purchased Units.

“Initial Class B Units Sale” has the meaning set forth in the recitals of this Agreement.

“Initial Closing” means the consummation of the purchase and sale of the Initial Aggregate Class B Purchased Units.

“Initial Closing Base Case Levered Return” means the rate of return set forth in cell “C25” in the worksheet labeled “Model – 2021” in the Initial Closing Portfolio Project Model.

“Initial Closing Date” means the date the Initial Closing is actually consummated pursuant to Section 2.02(a).

“Initial Closing Dispute Notice” has the meaning set forth in Section 2.16(a).

“Initial Closing Levered Hold Return” means the rate of return set forth in cell “C22” in the worksheet labeled “Model – 2021” in the Initial Closing Portfolio Project Model.

“Initial Closing Outside Date” means March 31, 2022, subject to extension (i) automatically to June 30, 2022, if the condition set forth in Section 2.03(a) is not satisfied as of such date but all other conditions to the Initial Closing have been satisfied or validly waived (other than those conditions that by their terms are to be satisfied at the Initial Closing) and (ii) upon mutual agreement of the Class A Purchaser and the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)), and upon any such extension pursuant to clause (i) or (ii), for all purposes of this Agreement, the term “Initial Closing Outside Date” shall thereafter mean June 30, 2022 (for an extension pursuant to clause (i)) or such other date as shall have been agreed upon pursuant to clause (ii).

“Initial Closing Portfolio Project Model” means the Initial Updated Portfolio Project Model, as finally determined pursuant to Section 2.16(a), Section 2.16(e), Section 2.16(f) or Section 2.16(g), as applicable, and in a manner consistent with the procedures set forth in Schedule G.

“Initial Closing Transaction Term Adjustments” has the meaning set forth in Section 2.16(a).

“Initial Individual Class B Purchase Price” means, with respect to each Class B Purchaser set forth in Section III of Schedule A hereto, the price paid to the Class A Purchaser by such Class B Purchaser in respect of the Initial Individual Class B Purchased Units purchased by such Class B

Purchaser at the Initial Closing, which amount shall equal such Class B Purchaser’s Pro Rata Share set forth in Section III of Schedule A hereto, multiplied by the Initial Aggregate Class B Purchase Price.

“Initial Individual Class B Purchased Units” means, with respect to each Class B Purchaser set forth in Section III of Schedule A hereto, such number of Class B Units to be purchased by such Class B Purchaser from the Class A Purchaser at the Initial Closing, which number shall be equal to such Class B Purchaser’s Pro Rata Share set forth in Section III of Schedule A hereto, multiplied by the total number of Initial Aggregate Class B Purchased Units.

“Initial Issuance” has the meaning set forth in the recitals of this Agreement.

“Initial Issuance Date” has the meaning set forth in Section 2.01(c).

“Initial Updated Portfolio Project Model” has the meaning set forth in Section 2.16(a).

“Interim Additional Closing Base Case Levered Return” means the Initial Closing Base Case Levered Return, updated to reflect any Additional Closing Model Input Updates in connection with the Additional Closing pursuant to Section 2.16, and in a manner consistent with the procedures set forth in Schedule G.

“Interim Additional Closing Levered Hold Return” means the Initial Closing Levered Hold Return, updated to reflect any Additional Closing Model Input Updates in connection with the Additional Closing pursuant to Section 2.16, and in a manner consistent with the procedures set forth in Schedule G.

“Interim Additional Closing Portfolio Project Model” has the meaning set forth in Section 2.16(f).

“Interim Period” means the period of time commencing on the Execution Date and ending on the earlier to occur of (a) the Initial Closing Date, and (b) the date on which this Agreement shall be validly terminated in accordance with the terms hereof; provided, however, that, if there shall be any Delayed Assets, then the Interim Period, solely with respect to any such Delayed Assets, shall end on the earliest to occur of (a) the applicable Delayed Asset Closing Date for such Delayed Assets, (b) the date on which such Delayed Assets become Returned Projects and (c) the date on which this Agreement shall be validly terminated in accordance with the terms hereof.

“Irish Creek Project Company” means Irish Creek Wind, LLC, a Delaware limited liability company.

“Irish Creek Wind Facility” means the wind power electric generating facility, including the foundations, towers, wind turbine generators, electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of approximately three hundred and one (301)-megawatts nameplate capacity, that are included in the Irish Creek Wind Project.

“Irish Creek Wind Project” means the approximately three hundred and one (301)-megawatt wind power electric generating facility located in Xxxxxxxx County, Kansas, including any ongoing development and construction with respect thereto.

“Issued NEP Non-Voting Units” means the NEP Non-Voting Units to be issued to the Class B Purchasers or their Affiliates upon exercise of the Call Option, the NEP Change of Control Option, or the Class B COC Option, each pursuant to the terms of the A&R LLC Agreement and the NEP Partnership Agreement.

“Knowledge” means, when used in this Agreement (i) with respect to each of the Company, the Class A Purchaser, and NEP and relating to the transactions contemplated by this Agreement, the actual knowledge of those individuals listed on Schedule C(1) hereto, in their capacity as employees of XXXX, without any duty of inquiry, and (ii) with respect to the Class B Purchasers, the actual knowledge of those individuals listed on Schedule C(2) hereto, without any duty of inquiry.

“Land Contract” means (a) all material Contracts pursuant to which any Person is granted a possessory interest in, or right to use or occupy, all or any portion of a Project Site, and (b) all material easements, options and other real property estates, interests or rights in and to a Project Site and held by any Acquired Company.

“Law” means any federal, state, local, or foreign order, writ, injunction, judgment, settlement, award, decree, statute, rule, or regulation, or any other pronouncements having the effect of law of any Governmental Authority.

“Lien” means any mortgage, pledge, lien (statutory or otherwise), encumbrance, security interest, conditional sale, trust receipt, charge, or claim, or a lease, consignment, or bailment, preference, or other title retention devices or arrangements (including any Capitalized Lease Obligation or Synthetic Lease Obligation), but excluding any of the foregoing arising under, or in connection with, any Non-Capitalized Lease Obligation.

“Liquidity Event” has the meaning set forth in the A&R LLC Agreement.

“Little Blue Project Company” means Little Blue Wind Project, LLC, a Delaware limited liability company.

“Little Blue Wind Facility” means the wind power electric generating facility, including the foundations, towers, wind turbine generators, electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of approximately two hundred and fifty-one (251)-megawatts nameplate capacity, that are included in the Little Blue Wind Project.

“Little Blue Wind Project” means the approximately two hundred and fifty-one (251)-megawatt wind power electric generating facility located in Xxxxxxx and Franklin Counties, Nebraska, including any ongoing development and construction with respect thereto.

“Loss” means any and all judgments, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, Taxes, losses and reasonable out-of-pocket expenses (including interest, court

costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment), but only to the extent any of the foregoing are not covered by a payment received from some third Person or by insurance or are otherwise recovered from third parties (such as proceeds of contractual indemnities received from any Person that are contained outside of this Agreement), in each case, net of any associated benefits arising in connection with any of the foregoing.

“Loss Reduction Activity” means any actions taken by any of the Acquired Companies, including by entering into Contracts, to mitigate or prevent losses arising out of or resulting from the production or offtake of electricity capacity, and ancillary services that, in the absence of such actions, would have been incurred in connection with the operation of any Project, whether pursuant to Contracts to which any Acquired Company is a party or otherwise; provided, however, that no such actions shall be permitted without Purchaser’s consent if such actions (a) are reasonably expected to continue or impact Project Activities after the Closing, and (b) would reduce, on a pro forma basis, the amount of Projected Class B Cash Flow during any Quarter ending after the Closing Date, as compared to the amount of Projected Class B Cash Flow during such Quarter if such actions had not been taken.

“Material Adverse Effect” means any change, event, or effect that, individually or together with any other changes, events, or effects, has had or would reasonably be expected to have a material adverse effect on (a) the business, properties, assets, liabilities, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, (b) the ability of any of the Company Entities to perform its obligations under the Transaction Documents; provided, however, that a Material Adverse Effect shall not include any adverse effect on the foregoing to the extent such adverse effect results from, arises out of, or relates to (i) an adverse change or deterioration in the United States economy or business conditions, or an adverse change or deterioration in the renewable energy industry (including, for the avoidance of doubt, adverse changes (A) in commodity prices and (B) in capital spending by participants or their customers in the renewable energy industry), (ii) any deterioration in the condition of the financial or capital markets or any inability on the part of the Company Entities to access the capital markets, (iii) the outbreak or escalation of hostilities, the declaration by the United States of war or a national emergency, acts of war (whether or not declared), acts of terrorism or the occurrence or escalation of any other calamity or crisis, in each case, involving or relating to the United States, (iv) any epidemic, pandemic or disease outbreak, hurricane, flood, tornado, earthquake or other natural disaster, or the escalation or worsening of any of the foregoing (including any COVID-19 Effect), (v) any change in accounting rules, requirements or principles (or any interpretation thereof), including changes in GAAP, applicable to any of the Company Entities or their respective businesses or any change in Laws (including Environmental Laws), or any interpretation thereof (vi) any change in the credit rating or outlook of any of the Company Entities or any of their securities (except that the underlying causes of any such changes may be considered in determining whether a Material Adverse Effect has occurred), (vii) changes in the market price or trading volume of the NEP Common Units (except that the underlying causes of any such changes may be considered in determining whether a Material Adverse Effect has occurred), or (viii) any failure of the Company or NEP to meet any internal or external projections, forecasts, or estimates of revenue or earnings for any period (except that the underlying causes of any such failures may be considered in determining whether a Material Adverse

Effect has occurred), (ix) the announcement of the execution of this Agreement or any other Transaction Document or any actions required to be taken hereunder or thereunder, or the announcement of the identity of the Class B Purchasers or their Affiliates, and (x) any actions required or expressly contemplated to be taken pursuant to or in accordance with this Agreement or any other Transaction Document; provided, further, that, solely with respect to the foregoing clauses (i), (ii) and (v), any such fact, event, circumstance, condition, change or event may be taken into consideration in determining whether a Material Adverse Effect has occurred if affecting the Company and its Subsidiaries, taken as a whole, in a materially disproportionate manner relative to other participants in the renewable energy industry operating facilities that are comparable to the Projects and located in the geographic regions in which the Projects are located.

“Membership Interests” means the Company’s Membership Interests, which, as of the Initial Closing Date, shall consist of Class A Units and Class B Units, as more fully described in the A&R LLC Agreement.

“Minco III Project Company” means Minco Wind Energy III, LLC, a Delaware limited liability company.

“Minco III Wind Facility” means the wind power electric generating facility, including the foundations, towers, wind turbine generators, electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of approximately one hundred and seven (107)-megawatts nameplate capacity, that are included in the Minco III Wind Project.

“Minco III Wind Project” means the approximately one hundred and seven (107)-megawatt wind power electric generating facility located in Caddo, Canadian and Xxxxx Counties, Oklahoma, including any ongoing development and construction with respect thereto.

“Money Laundering Laws” means the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the anti-money laundering statutes and any related or similar rules, regulations, or guidelines issued, administered, or enforced by any Governmental Authority.

“Moonlight Bay Class A Holdings” means Moonlight Bay Class A Holdings, LLC, a Delaware limited liability company.

“Moonlight Bay Class A Member” means a “Class A Member” (as defined in the Moonlight Bay Company A&R LLC Agreement) of the Moonlight Bay Company.

“Moonlight Bay Class A Membership Interests” means the “Class A Member Membership Interests” (as defined in the Moonlight Bay Company A&R LLC Agreement) of the Moonlight Bay Company.

“Moonlight Bay Class B Member” means a “Class B Member” (as defined in the Moonlight Bay Company A&R LLC Agreement) of the Moonlight Bay Company.

“Moonlight Bay Class B Membership Interests” means the “Class B Membership Interests” as defined in the Moonlight Bay Company A&R LLC Agreement.

“Moonlight Bay Company” means Moonlight Bay Renewables, LLC, a Delaware limited liability company.

“Moonlight Bay Company A&R LLC Agreement” means the Second Amended and Restated Limited Liability Company Agreement of the Moonlight Bay Company, by and among Moonlight Bay Class A Holdings, as the Moonlight Bay Class A Member and as managing member, and the Moonlight Bay Class B Member(s) party thereto, dated as of August 20, 2021, as such agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Moonlight Bay ECCA” means, with respect to any Moonlight Bay Project Company, the Equity Capital Contribution Agreement, and all amendments and supplements thereto (and any amendments and restatements thereof), entered into, or to be entered into, in connection with the issuance of Tax Equity Interests with respect to such Moonlight Bay Project Company (collectively, all such Equity Capital Contribution Agreements (and amendments and supplements thereto, and amendments and restatements thereof) with respect to the Tax Equity Financing for all Moonlight Bay Project Companies, the “Moonlight Bay ECCAs”).

“Moonlight Bay Facility” means, as applicable, any of (a) with respect to the Dodge Flat Solar Project Company, the Dodge Flat Solar Facility; (b) with respect to the Elora Solar Project Company, the Elora Solar Facility; (c) with respect to the Fish Springs Solar Project Company, the Fish Springs Solar Facility; (d) with respect to the Little Blue Project Company, the Little Blue Wind Facility; (e) with respect to the Minco III Project Company, the Minco III Wind Facility; and (f) with respect to the White Mesa Project Company, the White Mesa Wind Facility, individually, and, collectively, all of the foregoing are referred to herein as the “Moonlight Bay Facilities.”

“Moonlight Bay Paygo Payments” means the proceeds received by Star Moon Holdings in respect of any capital contributions made by Tax Equity Investors with respect to PTCs, pursuant to Section 3.2(b)(ii)(A) of the Moonlight Bay Company A&R LLC Agreement.

“Moonlight Bay Project” means, as applicable, any of the Dodge Flat Solar Project, the Elora Solar Project, the Fish Springs Solar Project, the Little Blue Wind Project, the Minco III Wind Project, and the White Mesa Wind Project, individually, and collectively, all of the foregoing are referred to herein as the “Moonlight Bay Projects.”

“Moonlight Bay Project Company” means, as applicable, any of (a) the Dodge Flat Solar Project Company, (b) the Elora Solar Project Company, (c) the Fish Springs Solar Project Company, (d) the Little Blue Project Company, (e) the Minco III Project Company, and (f) the White Mesa Project Company, individually, and, collectively, all of the foregoing are referred to herein as the “Moonlight Bay Project Companies.”

“Moonlight Bay Tax Equity Financing” means, with respect to the Moonlight Bay Project Companies, the transactions contemplated by the Moonlight Bay ECCAs.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act (or any successor to such Section).

“NEECH” means NextEra Energy Capital Holdings, Inc., a Florida corporation.

“XXXX” means NextEra Energy Resources, LLC, a Delaware limited liability company.

“XXXX/NEP 2021-B APA Annex” means the Acquired Companies Annex for the 2021-B Acquired Companies to the Amended and Restated Purchase and Sale Agreement, dated as of the date hereof, by and among SellCo, SellCo II, ESI and NEP Acquisitions.

“XXXX/NEP APA” means the Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016, by and among SellCo, NEP Acquisitions, and, solely with respect to Articles IV, IX, X, and XII of the XXXX/NEP APA, ESI, as amended by the XXXX/NEP 2021-B APA Annex, and as such agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“XXXX/NEP APA Closing” means the “Closing,” as such term is defined in the XXXX/NEP APA.

“Negotiation Period” has the meaning set forth in Section 2.16(f).

“NEP” has the meaning set forth in the introductory paragraph of this Agreement.

“NEP Acquisitions” means NextEra Energy Partners Acquisitions, LLC, a Delaware limited liability company.

“NEP Change of Control Option” has the meaning set forth in the A&R LLC Agreement.

“NEP Common Units” means “Common Units,” as such term is defined in the NEP Partnership Agreement.

“NEP Contribution Effective Time” means the effective time of the contribution by NEP Acquisitions of the Acquired Assets to the Class A Purchaser pursuant to a contribution agreement or similar agreement to be entered into between NEP Acquisitions and the Class A Purchaser, which effective time shall occur following consummation of the XXXX/NEP APA Closing and prior to the Initial Closing.

“NEP GP” means NextEra Energy Partners GP, Inc., a Delaware corporation and the general partner of NEP.

“NEP Non-Voting Units” means non-voting common units of NEP that shall have the same economic rights as the NEP Common Units, except that such non-voting common units shall have no voting rights whatsoever and shall not be listed on any National Securities Exchange. Each Issued NEP Non-Voting Unit shall, subject to and in accordance with the terms of the NEP Partnership Agreement, automatically convert into one Conversion Unit upon the terms of and subject to the conditions set forth in the NEP Partnership Agreement.

“NEP Obligations” means the obligations of NEP specifically contained in Sections 2.01(b), 2.03, 2.04, 2.06, 2.07(c), 2.13, 5.01, 5.02, 5.03, 5.04, 5.05(d), 5.09, 6.01, 6.03, 7.01, 7.02, and 7.03(c), Article III, and Article VIII.

“NEP OpCo” means NextEra Energy Operating Partners, LP, a Delaware limited partnership.

“NEP Partnership Agreement” means the Fifth Amended and Restated Agreement of Limited Partnership of NEP, dated as of November 12, 2019, as amended from time to time in accordance with the terms thereof.

“NEP Related Parties” has the meaning set forth in Section 6.02(a).

“NEP SEC Documents” means NEP’s forms, registration statements, reports, schedules, statements, and exhibits filed with the Commission by it under the Exchange Act or the Securities Act, as applicable.

“NEP Subsidiaries” means, collectively, the Subsidiaries of NEP.

“Non-Capitalized Lease Obligation” means a lease obligation that is not required to be accounted for as a financing or capital lease on the balance sheet for financial reporting purposes in accordance with GAAP; provided, however, that, for the avoidance of doubt, each straight-line lease, operating lease, Land Contract shall be considered a Non-Capitalized Lease Obligation for all purposes of this Agreement.

“Notice of Additional Closing” has the meaning set forth in Section 2.08(a).

“Notice of Initial Closing” has the meaning set forth in Section 2.02(a).

“NYSE” means the New York Stock Exchange.

“Organizational Documents” means (a) the certificate or articles of incorporation or charter documents and bylaws of each Person that is a corporation, (b) the certificate of formation, articles of organization, limited liability company agreement or operating agreement, as applicable, of each Person that is a limited liability company, (c) the certificate of limited partnership or statement of partnership existence (or comparable document) and the agreement of limited partnership or partnership agreement of each Person that is a partnership, including any limited partnership or (d) the memorandum or articles of association, charter, or other comparable instrument or document governing the formation, organization, governance, internal affairs, and existence of any Person organized under the Laws of a jurisdiction other than the United States, the District of Columbia or any State of the United States.

“Parent Guarantor” means any of XXXX, NEECH or ESI.

“Parties” means the Company, the Class A Purchaser, the Class B Purchasers (including the Class B Purchaser Representative) set forth in Schedule A hereto (as may be amended from time to time in accordance with the terms hereof) and, solely to the extent of the NEP Obligations set forth herein, NEP.

“Permits” means any and all necessary licenses, authorizations, permits, variances, waivers, exemptions, consents, and approvals.

“Permitted Lien” means: (a) with respect to equity interests of any Person, any lien, encumbrance, claim or restriction (including transfer restrictions) arising under any applicable federal or state securities Laws, the Delaware LLC Act or Delaware LP Act (in each case, as applicable), or the Organizational Documents of such Person or of any Subsidiary or Tax Equity Entity in which such Person owns an equity interest; and (b) with respect to any other assets, property or rights of any Person, (i) statutory Liens for Taxes (A) not yet due or delinquent or (B) the validity of which are being

contested in good faith by appropriate proceedings and for which adequate reserves have been specifically established on the financial statements of such Person to the extent required under GAAP; (ii) mechanics’, materialmen’s, carriers’, workers’, repairers’ and other similar Liens arising or incurred in the ordinary course of business relating to obligations that are not yet due on the part of the applicable Person (or its Subsidiary) or the validity of which are being contested in good faith, or for which adequate reserves have been specifically established on the financial statements of such Person in accordance with GAAP; (iii) zoning, entitlement, environmental or conservation restrictions and other land use and environmental regulations imposed by Governmental Authorities so long as such restrictions and regulations do not materially impair the value or use of the property affected and are not violated by the current use or occupancy or such Person’s conduct of its business at the applicable property; (iv) covenants and restrictions set forth in this Agreement or in any other Transaction Document; (v) Liens arising in the ordinary course of business by operation of Law with respect to a liability that is not yet due or delinquent or which is being contested diligently in good faith by such Person; (vi) non-exclusive licenses with respect to intellectual property granted in the ordinary course of business; (vii) terms and conditions of any Land Contract or Non-Capitalized Lease Obligations in which such Person is a party as in effect on the date hereof; (viii) Liens to be released at or prior to the Initial Closing; (ix) Liens listed as exceptions in title insurance policies related to a Project made available to the Class B Purchaser Representative prior to the Execution Date; (x) Liens identified in surveys related to a Project made available to the Class B Purchaser Representative prior to the Execution Date; (xi) defects, easements, servitudes, rights-of-way, restrictions (including municipal and other governmental restrictions), irregularities, clouds on title, statutory Liens and other encumbrances (other than Liens securing Debt for Borrowed Money) that do not materially impair the value or use of the property affected and that do not individually or in the aggregate materially interfere with or detract from any such Person’s ability to conduct business at the applicable property; (xii) Liens arising under the Project Financing Documents or any other document entered into in connection with any of the foregoing; and (xiii) Liens created during the Interim Period, solely to the extent permitted pursuant to the terms of Section 5.01.

“Person” means any natural person, corporation, general partnership (including any limited liability partnership), limited partnership (including any limited liability limited partnership), limited liability company, other business organization or legal entity (or any series of a legal entity), statutory or common law trust, union, association or Governmental Authority (including any agency, instrumentality, or political subdivision thereof).

“Portfolio Project Model” means the financial model for the Acquired Companies that consolidates the Project Models into one set of outputs for purposes of the calculation of certain adjustments to the Applicable Transaction Terms pursuant to Section 2.16.

“Post-Closing Working Capital Adjustment Payment” shall have the meaning set forth in the XXXX/NEP APA Annex.

“Power Purchase Agreement” means each of the agreements listed on Schedule I and any other purchase and sale agreement with respect to the offtake of electricity, capacity, and ancillary services and any Contract for differences, in each case, to which any Acquired Company becomes a party after the Execution Date with respect to any of the Projects.

“Pre-Closing Model Input Updates” means any changes to the value of the inputs set forth in the worksheets labeled “3rd Party Inputs,” “Debt Inputs,” and “Tax Equity Inputs” in the Initial Updated Portfolio Project Model from the values set forth in the Execution Date Portfolio Project

Model, to the extent such changes result from (i) the Bring-Down Consultant Reports (other than any Delayed Asset Bring-Down Consultant Reports), (ii) any Tax Equity Financing Changes (other than any Tax Equity Financing Changes with respect to any Delayed Projects), (iii) any Tax Equity Financing Delay, (iv) solely with respect to any Delayed Asset(s), any change to the date upon which Commercial Operation is expected to be achieved, from the date set forth in the Execution Date Portfolio Project Model, (v) any Debt Financing Changes, or (vi) the Reimbursement Amount (to the extent the Reimbursement Amount in the Execution Date Portfolio Model does not reflect the total Reimbursement Amount prior the Initial Closing).

“Pro Rata Share” means, with respect to each Class B Purchaser, the percentage set forth opposite the name of such Class B Purchaser (i) with respect to the Initial Individual Class B Purchased Units to be purchased by such Class B Purchaser at the Initial Closing, on Section III of Schedule A hereto under the column with the title “Pro Rata Share”, as may be amended prior to the Initial Closing in accordance with Section 2.01(f) and (ii) with respect to the Additional Individual Class B Purchased Units to be purchased by such Class B Purchaser at the Additional Closing, on Section IV of Schedule A hereto under the column with the title “Pro Rata Share”, as may be amended prior to the Additional Closing in accordance with Section 2.01(f).

“Project” means, as applicable, any of the Moonlight Bay Projects or the Stargrass Projects, individually, and, collectively, all of the foregoing are referred to herein as the “Projects.”

“Project Activities” means, as of any date, with respect to any Acquired Company, all activities performed or undertaken as of such date by such Acquired Company (and its subsidiaries) in connection with or related to the development (including design and engineering), financing, construction (including supply and installation), commissioning (including testing), ownership, operation, maintenance, and use of Projects and Facilities of such Acquired Company (or its subsidiaries).

“Project Company” means, as applicable, any of the Moonlight Bay Project Companies and the Stargrass Project Companies, individually, and, collectively, all of the foregoing are referred to herein as the “Project Companies.”

“Project Financing Document:” means, with respect to any Tax Equity Entity, the applicable Tax Equity ECCA and the Tax Equity A&R LLC Agreement entered into (or to be entered into) in connection with the consummation of Tax Equity Financing for such Project Company and, collectively, with respect to all of the Project Companies, all of the Tax Equity ECCAs and Tax Equity A&R LLC Agreements entered into, or to be entered into, in connection with consummation of the Tax Equity Financing for all such Project Companies, the “Project Financing Documents.”

“Project Model” means, as applicable, the financial model for the Moonlight Bay Project Companies or the Stargrass Project Companies, in each case, that have been agreed to by the Parties as of the Execution Date as the models to be used for purposes of the calculation of the adjustments to the Applicable Transaction Terms (and such financial models for any Project, collectively, the “Project Models”).

“Project Site” means, with respect to each Project Company, the portions of such Acquired Company’s Property on which the Facility that is part of the applicable Project owned by such Project Company is located.

“Projected Class B Cash Flow” means the aggregate amount of pro forma distributions of Available Cash to be received in respect of all outstanding Class B Units over the life of the Projects, as set forth in cells “J41” through “PM41” in the worksheet labeled “Model – 2021” in the Execution Date Portfolio Project Model.

“Property” means, with respect to each Project Company, all real property owned, leased, subleased or licensed by such Project Company, including leasehold interests, subleasehold interests, easements and rights-of-way appertaining or related thereto.

“PTC” means the renewable electricity production credit under Section 45 of the Code (including generation-based federal tax credits under Section 45 of the Code or any other applicable sections of the Code).

“Purchased Units” mean, (i) with respect to the Class A Purchaser, (x) the Class A Purchased Units and (y) (A) from the Initial Issuance until the Initial Closing, the Aggregate Class B Purchased Units and (B) from the Initial Closing until the Additional Closing, the Additional Aggregate Class B Purchased Units and (ii) with respect to each Class B Purchaser, (x) from the Initial Closing until the Additional Closing, the Initial Individual Class B Purchased Units purchased by such Class B Purchaser and (y) from and after the Additional Closing, the Initial Individual Class B Purchased Units and the Additional Individual Class B Purchased Units, in each case, purchased by such Class B Purchaser pursuant to the terms of this Agreement.

“Purchaser Related Parties” has the meaning set forth in Section 6.01(a).

“Purchasers” means, collectively, the Class A Purchaser and the Class B Purchasers and individually, the Class A Purchaser or an individual Class B Purchaser, as applicable.

“Returned Projects” has the meaning set forth in Section 5.08(b).

“Qualifying Financing” has the meaning set forth in the A&R LLC Agreement.

“Quinebaug Solar Facility” means the solar photovoltaic electric generating facility, including the photovoltaic modules, inverters, trackers, the ground-mount racking systems, the electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of forty-nine (49)-megawatts AC net capacity, that are included in the Quinebaug Solar Project.

“Quinebaug Solar Project” means the approximately forty-nine (49)-megawatt solar photovoltaic electric generating facility located in Xxxxxxx County, Connecticut, including any ongoing development and construction with respect thereto.

“Quinebaug Solar Project Company” means Quinebaug Solar, LLC, a Delaware limited liability company.

“Xxxxxxx XX Solar Facility” means the solar photovoltaic electric generating facility, including the photovoltaic modules, inverters, trackers, the ground-mount racking systems, the electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of one hundred and fifty (150)-megawatts AC net capacity, that are included in the Xxxxxxx XX Solar Project.

“Xxxxxxx XX Solar Project” means the approximately one hundred and fifty (150)-megawatt solar photovoltaic electric generating facility located in Xxxxxx County, Georgia, including any ongoing development and construction with respect thereto.

“Xxxxxxx XX Solar Project Company” means Xxxxxxx XX Solar, LLC, a Delaware limited liability company.

“Registration Rights Agreement” means the Registration Rights Agreement to be entered into at the Initial Closing, among NEP, the Class B Purchaser Representative, and the other Class B Purchasers party thereto, substantially in the form attached hereto as Exhibit B.

“Reimbursement Amount” has the meaning set forth in Section 8.01.

“Remaining Disputed Matters” has the meaning set forth in Section 2.16(g).

“Representatives” means, with respect to a specified Person, the investors, officers, directors, managers, employees, agents, advisors, consultants, counsel, accountants, investment bankers, engineers, insurers and other representatives of such Person.

“ROFR Agreement” means that certain Right of First Refusal Agreement, by and among NEP, NEP OpCo and XXXX, dated as of August 4, 2017, as may be amended, restated or otherwise modified from time to time.

“Sanctioned Country” means a country or territory that is the subject of comprehensive Sanctions (which, as of the Execution Date, means Cuba, Iran, North Korea, Syria, and the Crimea region).

“Sanctioned Person” means, at any time, any Person: (i) listed on any Sanctions-related list of designated or blocked Persons; (ii) ordinarily resident in or organized under the laws of a Sanctioned Country; or (iii) fifty percent (50%) or more (in the aggregate) of which is owned, directly or indirectly, by any of the foregoing.

“Sanctions” means, collectively, the sanctions administered or enforced by (a) the United States government, including the U.S. Department of the Treasury’s Office of Foreign Assets Control, (b) the United Nations Security Council, (c) the European Union, or (d) Her Majesty’s Treasury.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Sellco” means NEP US SellCo, LLC, a Delaware limited liability company.

“Sellco II” means NEP US SellCo II, LLC, a Delaware limited liability company.

“Sponsor” means Athene Holding Ltd., a Bermuda exempt company.

“Star Moon Holdings” means Star Moon Holdings, LLC, a Delaware limited liability company.

“Star Moon Holdings A&R LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Star Moon Holdings, substantially in the form attached hereto as Exhibit D, to be entered into by and among (a) the Class A Purchaser, as manager, (b) SIP SellCo II, LLC, a Delaware limited liability company, as Class B Member and as Class B Member Representative, and (c) as Class A Member, each of the following: (i) SellCo II, from the Effective Date (as defined therein) until the XXXX/NEP APA Closing, (ii) NEP Acquisitions, effective as of the XXXX/NEP APA Closing through the NEP Contribution Effective Time, (iii) the Class A Purchaser, effective as of the NEP Contribution Effective Time through the CEPF Initial Closing, and (iv) the Company, effective from and after the Initial Closing, as such agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Stargrass Class A Holdings” means Stargrass Class A Holdings, LLC, a Delaware limited liability company.

“Stargrass Class A Member” means a “Class A Member” (as defined in the Stargrass Company A&R LLC Agreement) of the Stargrass Company.

“Stargrass Class A Membership Interests” means the “Class A Member Membership Interests” (as defined in the Stargrass Company A&R LLC Agreement) of the Stargrass Company.

“Stargrass Class B Member” means a “Class B Member” (as defined in the Stargrass Company A&R LLC Agreement) of the Stargrass Company.

“Stargrass Class B Membership Interests” means the “Class B Membership Interests” as defined in the Stargrass Company A&R LLC Agreement.

“Stargrass Company” means Stargrass, LLC, a Delaware limited liability company.

“Stargrass Company A&R LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Stargrass Company, by and among Stargrass Class A Holdings, as the Stargrass Class A Member and as managing member, and the Stargrass Class B Member(s) party thereto, dated as of July 30, 2021, as such agreement may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Stargrass ECCA” means, with respect to any Stargrass Project Company, the Equity Capital Contribution Agreement, and all amendments and supplements thereto (and any amendments and restatements thereof), entered into, or to be entered into, in connection with the issuance of Tax Equity Interests with respect to such Stargrass Project Company (collectively, all such Equity Capital Contribution Agreements (and amendments and supplements thereto, and amendments and restatements thereof) with respect to the Tax Equity Financing for all Stargrass Project Companies, the “Stargrass ECCAs”).

“Stargrass Facility” means, as applicable, any of (a) with respect to the Borderlands Project Company, the Borderlands Facility; (b) with respect to the Cool Springs Solar Project Company, the Cool Springs Solar Facility; (c) with respect to the Ensign Project Company, the Ensign Wind Facility; (d) with respect to the Xxxxxxx Project Company, the Xxxxxxx Wind Facility; (e) with respect to the Irish Creek Project Company, the Irish Creek Wind Facility; (f) with respect to the Quinebaug Solar Project Company, the Quinebaug Solar Facility; and (g) with respect to the Xxxxxxx XX Solar Project

Company, the Xxxxxxx XX Solar Facility, individually, and, collectively, all of the foregoing are referred to herein as the “Stargrass Facilities.”

“Stargrass Paygo Payments” means the proceeds received by Star Moon Holdings in respect of any capital contributions made by Tax Equity Investors with respect to PTCs, pursuant to Section 3.2(b) of the Stargrass Company A&R LLC Agreement.

“Stargrass Project” means, as applicable, any of the Borderlands Wind Project, the Cool Springs Solar Project, the Ensign Wind Project, the Xxxxxxx Wind Project, the Irish Creek Wind Project, the Quinebaug Solar Project, and the Xxxxxxx XX Solar Project, individually, and, collectively, all of the foregoing are referred to herein as the “Stargrass Projects.”

“Stargrass Project Company” means, as applicable, any of (a) the Borderlands Project Company, (b) the Cool Springs Solar Project Company, (c) the Ensign Project Company, (d) the Xxxxxxx Project Company, (e) the Irish Creek Project Company, (f) the Quinebaug Solar Project Company, and (g) the Xxxxxxx XX Solar Project Company, individually, and, collectively, all of the foregoing are referred to herein as the “Stargrass Project Companies.”

“Stargrass Tax Equity Financing” means, with respect to the Stargrass Project Companies, the transactions contemplated by the Stargrass ECCAs.

“Subsidiary” means, as to any Person, any other Person of which: (a) such Person or a Subsidiary of such Person is, in the case of a partnership, a general partner or, in the case of a limited liability company, the managing member or sole manager thereof; or (b) at least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect or designate the sole manager or a majority of the board of directors or similar governing body of such other Person (irrespective of whether or not at the time any Equity Interests of any other class or classes of such other Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries. For the avoidance of doubt, prior to the Initial Closing, none of the Acquired Companies shall be deemed to be a Subsidiary of any of the Company, the Class A Purchaser or NEP for any purposes of this Agreement.

“Synthetic Lease Obligation” means, as of any date, the amount of monetary obligations of a Person under a so-called synthetic, off-balance sheet or tax retention lease as of such date.

“Tax” or “Taxes” means any net income, alternative, or add-on minimum tax, gross income, gross receipts, estimated, sales, use, ad valorem, personal property, franchise, profits, license, withholding (on amounts paid or received), payroll, employment, social security, unemployment, disability, excise, severance, stamp, occupation, capital stock, transfer, registration, value added, premium, property, environmental or windfall profit tax, custom, import, license, duty or other tax, governmental fee, or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax, or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax, charge, or assessment (federal, state, and local, foreign or domestic).

“Tax Equity A&R LLC Agreement” means the Moonlight Bay Company A&R LLC Agreement, the Stargrass Company A&R LLC Agreement, and the limited liability company agreement of any other Acquired Company (or any Subsidiaries thereof) that, following the Execution Date, shall have issued and outstanding Tax Equity Interests, in each case, as such agreement is in effect as of the

Execution Date (if applicable), and as may be thereafter amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof.

“Tax Equity Base Case Model” means, collectively, the “Base Case Model” as defined in the Moonlight Bay Company A&R LLC Agreement and the “Base Case Model” as defined in the Stargrass Company A&R LLC Agreement.

“Tax Equity Class A Membership Interests” means the Moonlight Bay Class A Membership Interests and the Stargrass Class A Membership Interests, collectively, or individually as the context requires.

“Tax Equity ECCA” means, as applicable, each Moonlight Bay ECCA, each Stargrass ECCA, and each equity capital contribution agreement (or comparable membership interest or other purchase agreement) with respect to any other Acquired Company (or Subsidiaries thereof) that, following the Execution Date, shall have issued and outstanding Tax Equity Interests, in each case, as such agreement is in effect as of the Execution Date (if applicable), and as may be thereafter amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, and, all such agreements, collectively, the “Tax Equity ECCAs.”

“Tax Equity Entity” means, as applicable, the Moonlight Bay Company and the Stargrass Company (in each case, for so long as it has outstanding Tax Equity Interests), and any other Acquired Company or other present or future Subsidiary of any Acquired Company that shall have outstanding Tax Equity Interests (for so long as such Tax Equity Interests remain outstanding), and, all such entities, collectively, the “Tax Equity Entities.”

“Tax Equity Financing” means the Moonlight Bay Tax Equity Financing and the Stargrass Tax Equity Financing, collectively, or individually as the context requires.

“Tax Equity Financing Change” means an event in which any portion of the Tax Equity Financing with respect to any Project shall have been consummated after the Execution Date on economic terms that affect the value of the Tax Equity Inputs (as compared to the value of such Tax Equity Inputs set forth in the Execution Date Portfolio Project Model), but solely if and to the extent resulting from a change in (a) the amount or timing of Projected Class B Cash Flow to be received in respect of any Tax Equity Class A Membership Interests, (b) the amount or timing of Tax Equity Paygo Payments (or the calculation thereof), (c) the Targeted Flip Date (as such term is defined in the Tax Equity A&R LLC Agreements), or (d) the percentage of net profits or net losses of the Tax Equity Entities allocated to the Tax Equity Class A Membership Interests.

“Tax Equity Financing Delay” means, with respect to any Project, if all or any portion of the Tax Equity Financing for such Project (in such amount as is set forth in the Project Model) shall not have been consummated prior to the Initial Closing Date.

“Tax Equity Inputs” means the inputs to the Portfolio Project Model in the worksheet labeled “Tax Equity Inputs,” in each case, subject to adjustment pursuant to Section 2.16 and in a manner consistent with the procedures set forth in Schedule G.

“Tax Equity Interests” means the Moonlight Bay Class B Membership Interests, Stargrass Class B Membership Interests and any other issued and outstanding equity interests in the Project Companies that (a) are issued to Persons not Affiliates of NEP, (b) do not represent a controlling interest in such Project Company and (c) entitle the holder thereof to PTCs and/or investment tax credits under Section 48 of the Code.

“Tax Equity Investors” means, as of any date, the holders, as of such date, of issued and outstanding Tax Equity Interests.

“Tax Equity Paygo Payment” means, as applicable, the Moonlight Bay Paygo Payments and the Stargrass Paygo Payments, and, with respect to any other Acquired Company that shall issue Tax Equity Interests, the proceeds received by such Acquired Company in respect of any capital contributions made by the applicable Tax Equity Investors with respect to PTCs, and all such proceeds, collectively, the “Tax Equity Paygo Payments.”

“Tax Return” means any return, report, information return, declaration, claim for refund or other document (including any schedule or related or supporting information) supplied or required to be supplied to any Taxing Authority with respect to Taxes, including amendments thereto.

“Taxing Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the Governmental Authority charged with the collection of such Tax for such entity or subdivision.

“Termination Fee” means an amount equal to twenty million U.S. dollars ($20,000,000).

“Termination Fee ECL” has the meaning set forth in Section 7.03(d).

“Third-Party Claim” has the meaning set forth in Section 6.03(b).

“Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the A&R LLC Agreement, the XXXX/NEP APA, the Assignment of XXXX/NEP APA Annex, the Equity Commitment Letter, the Termination Fee ECL, and any and all other agreements or instruments executed and delivered by the Purchasers, the Company or NEP hereunder or thereunder, as applicable.

“Transaction Term Adjustments” means the Initial Closing Transaction Term Adjustments and/or the Additional Closing Transaction Term Adjustments, as applicable.

“Transfer Taxes” means all federal, state, local, or foreign sales, use, transfer, real property transfer, documentary, registration, mortgage recording, stamp duty, value-added, or similar Taxes, duties, fees or charges.

“Treasury Regulations” means the regulations (including temporary regulations) promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar or substitute, temporary, or final Treasury Regulations.

“Updated Base Case Levered Return” means the Execution Date Base Case Levered Return, updated to reflect any Pre-Closing Model Input Updates in connection with the Initial Closing pursuant to Section 2.16 and in a manner consistent with the procedures set forth in Schedule G.

“Updated Levered Hold Return” means the Execution Date Base Case Levered Return, updated to reflect any Pre-Closing Model Input Updates in connection with the Initial Closing and in a manner consistent with the procedures set forth in Schedule G.

“White Mesa Project Company” means White Mesa Wind, LLC, a Delaware limited liability company.

“White Mesa Wind Facility” means the wind power electric generating facility, including the foundations, towers, wind turbine generators, electrical collection systems, access roads and other equipment, materials and improvements associated therewith, for an estimated total of approximately five hundred and one (501)-megawatts nameplate capacity, that are included in the White Mesa Wind Project.

“White Mesa Wind Project” means the approximately five hundred and one (501)-megawatt wind power electric generating facility located in Xxxxxxxx County, Texas, including any ongoing development and construction with respect thereto.

Section 1.02 Accounting Procedures and Interpretation. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements of NEP or related to the Acquired Companies and the certificates and reports as to financial matters required to be furnished to the Class B Purchasers hereunder shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II

AGREEMENT TO ISSUE, SELL AND PURCHASE

Section 2.01 Issuance, Sale and Purchase; Use of Class B Purchase Price.

(a)Prior to the Initial Closing, (i) all Debt for Borrowed Money of the Company and its Subsidiaries shall be repaid in full (other than Debt for Borrowed Money set forth on Schedule H or permitted to be incurred during the Interim Period pursuant to Section 5.01) and (ii) all Liens on the Acquired Assets (or the respective assets of the Project Companies) shall be released (other than Permitted Liens).

(b)Prior to the Initial Closing, (i) NEP shall cause NEP Acquisitions (or one of its Subsidiaries) to (A) acquire all right, title, and interest in and to the Acquired Assets and to consummate the transactions contemplated by XXXX/NEP APA, (B) contribute the Acquired Assets to the Class A Purchaser and (C) assign all of its right, title and interest in and to the XXXX/NEP APA Annex to the Class A Purchaser, and (ii) the Class A Purchaser shall in turn contribute the Acquired Assets to the Company, free and clear of all Liens other than Permitted Liens.

(c)Prior to the Initial Closing, upon consummation of the contribution of the Acquired Assets to the Company pursuant to Section 2.01(b), the Company LLC Agreement shall be amended and restated substantially in the form of the A&R LLC Agreement attached hereto as Exhibit A, subject to the provisions of Section 2.16(h) and in a manner consistent with the procedures set forth in Schedule G, and, simultaneously therewith: (i) all of the issued and outstanding limited liability company interests of the Company shall be canceled; and (ii) in exchange for the Class A Purchaser’s contribution of the Acquired Assets to the Company, pursuant to the Initial Issuance, the Company shall issue and sell to the Class A Purchaser, in accordance with the terms of the A&R LLC Agreement: (A) a number of Class A Units equal to the Class A Purchased Units; and (B) a number of Class B Units equal to the Aggregate Class B Purchased Units (the date upon which the foregoing transactions shall be consummated shall be referred to herein as the “Initial Issuance Date”).

(d)At the Initial Closing, (i) the Class A Purchaser shall sell the Initial Aggregate Class B Purchased Units to the Class B Purchasers set forth in Section III of Schedule A hereto in accordance with the terms of this Agreement, in exchange for payment by such Class B Purchasers to the Class A Purchaser of an aggregate amount in cash equal to the Initial Aggregate Class B Purchase Price, with each such Class B Purchaser to acquire its respective Initial Individual Class B Purchased Units in exchange for payment by such Class B Purchaser to the Class A Purchaser of an amount in cash equal to such Class B Purchaser’s Initial Individual Class B Purchase Price and (ii) each Class B Purchaser shall be admitted as a Class B Member of the Company, effective immediately upon the Initial Closing.

(e)At the Additional Closing, the Class A Purchaser shall sell the Additional Aggregate Class B Purchased Units to the Class B Purchasers set forth in Section IV

of Schedule A hereto in accordance with the terms of this Agreement, in exchange for payment by such Class B Purchasers to the Class A Purchaser of an aggregate amount in cash equal to the Additional Aggregate Class B Purchase Price, with each such Class B Purchaser to acquire its respective Additional Individual Class B Purchased Units in exchange for payment by such Class B Purchaser to the Class A Purchaser of an amount in cash equal to such Class B Purchaser’s Additional Individual Class B Purchase Price. For the avoidance of doubt, immediately following the Additional Closing, the Class B Purchasers shall hold one hundred percent (100%) of the issued and outstanding Class B Units.

(f)Notwithstanding anything herein to the contrary, prior to each of the Initial Closing and the Additional Closing, each of the Class A Purchaser or the Class B Purchaser Representative, on behalf of the Class B Purchasers, may assign all or a portion of its respective rights and obligations hereunder to acquire the Class A Purchased Units or Aggregate Class B Purchased Units, respectively, to one or more Affiliates or Subsidiaries of such Class A Purchaser or Class B Purchaser Representative, respectively, and each such Affiliate or Subsidiary shall be deemed to be such Purchaser hereunder, and Section III and/or Section IV of Schedule A hereto, as applicable, shall be revised to reflect any changes resulting from such assignment; provided that the foregoing shall not relieve either the Class A Purchaser or any Class B Purchaser from any of its obligations hereunder to the extent not fulfilled by the Affiliate or Subsidiary to which such rights and obligations are assigned.

Section 2.02 Initial Closing.

(a)The Initial Closing shall take place (i) on a Business Day on or after the date specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Initial Closing”), which Business Day shall be (A) no earlier than the date that is ten (10) Business Days after delivery to the Class B Purchasers of the Notice of Initial Closing (and provided that the Class A Purchaser shall have the right, upon at least two (2) Business Days' prior notice to the Class B Purchaser Representative, to defer the Initial Closing Date to a date later than the date specificed in the Notice of Initial Closing) and (B) no later than the Initial Closing Outside Date, or (ii) at such other time and place as the Purchasers may agree, subject, in each case, to the satisfaction or waiver at or prior to the Initial Closing of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06.

(b)The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Initial Closing no later than ten (10) Business Days prior to the Initial Closing Outside Date, and to the extent such Notice of Initial Closing has not been delivered by such date, such Notice of Initial Closing shall be deemed to have been given for the Initial Class B Units Sale, and the Initial Closing shall occur on the Initial Closing Outside Date, subject to the satisfaction or waiver at or prior to the Initial Closing of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06.

(c)The Initial Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Section 2.03 Initial Closing – Mutual Conditions. The respective obligations of the Company and the Class A Purchaser to consummate the Initial Issuance, and the respective obligations of each Purchaser to consummate the purchase and sale at the Initial Closing of the Initial Aggregate Class B Purchased Units, as well as all obligations of NEP at or after the Initial Closing pursuant to this Agreement, shall be subject to the satisfaction, on or prior to the Initial Issuance Date and the Initial Closing Date, respectively, of each of the following conditions (any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a writing executed by each of the Company, the Class A Purchaser and the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto))):

(a)all Governmental Authorizations set forth in Schedule D hereto shall have occurred or been filed or obtained and shall be in full force and effect;

(b)all of the conditions to the consummation of the purchase of the Acquired Assets in accordance with the terms of the XXXX/NEP APA shall have been satisfied or, subject to Section 5.05(a), waived by each applicable party thereto in accordance with the terms thereof, and the XXXX/NEP APA Closing shall have occurred prior to the Initial Issuance and the Initial Closing hereunder in accordance with the terms thereof and Section 2.01;

(c)no statute, rule, order, decree, or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority that temporarily, preliminarily or permanently restrains, precludes, enjoins, or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;

(d)there shall not be pending any suit, action, or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin, or prohibit the transactions contemplated by this Agreement;

(e)the Project Financing Documents shall be in full force and effect, except for any Project Financing Documents relating to any Delayed Projects, as determined pursuant to Section 5.08 (but subject to Section 2.03(f) below); and

(f)at least ten (10) of the Projects, representing an aggregate name plate capacity of at least two (2)-gigawatts, (i) shall have achieved Commercial Operation and the total nameplate capacity that has been installed, commissioned and placed-in-service at each such applicable Project shall satisfy the requirements with respect to total nameplate capacity under the applicable Power Purchase Agreement for such Project, and (ii) the Tax Equity Financing for each such Project shall have been consummated (excluding with respect to Deferred Contributions and other post-closing obligations of the parties thereto that are set forth in the applicable Project Financing Documents), pursuant to and substantially in accordance with the terms of the applicable Tax Equity ECCA.

Section 2.04 Initial Issuance and Initial Closing - Conditions to the Purchasers’ Obligations.

(a)The obligation of the Class A Purchaser to consummate its purchase of the Class A Purchased Units and the Aggregate Class B Purchased Units pursuant to the Initial Issuance, and to sell the Initial Aggregate Class B Purchased Units to the Class B Purchasers at the Initial Closing, shall be subject to the satisfaction on or prior to the Initial Issuance Date of each of the following conditions (any or all of which may be waived by the Class A Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):

(i)there shall not have occurred a Material Adverse Effect; and

(ii)each Class B Purchaser shall have satisfied, on or prior to the Initial Issuance Date, the conditions set forth in Section 2.05 with respect to such Class B Purchaser (any or all of which conditions may be waived by the Class A Purchaser in writing, in whole or in part, to the extent permitted by applicable Law) and each Class B Purchaser shall have delivered, or caused to be delivered, to the Company such Class B Purchaser’s closing deliveries described in Section 2.07(b).

(b)The obligation of each Class B Purchaser to consummate the purchase of its Initial Individual Class B Purchased Units in the Initial Class B Units Sale at the Initial Closing shall be subject to the satisfaction on or prior to the Initial Closing Date of each of the following conditions (any or all of which may be waived by the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)), in writing, in whole or in part, to the extent permitted by applicable Law):

(i)the representations and warranties of the Company, NEP and the Class A Purchaser contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties contained in Section 3.01 (Existence), Section 3.02 (Capitalization and Valid Issuance of Units), Section 3.03 (Ownership of the Class A Purchaser), Section 3.04 (Indebtedness; Liabilities), Section 3.05 (Due Formation), Section 3.11 (Authority; Enforceability), Section 3.13 (Investment Company Status), Section 3.14 (Certain Fees), or Section 3.22 (Tax), or those representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Initial Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct (or true and correct in all material respects, as applicable) as of such date only);

(ii) the Company and the Class A Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Initial Closing Date;

(iii) NEP shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Initial Closing Date;

(iv) the NYSE shall have authorized, upon official notice of issuance, the listing of the Conversion Units to be issued upon conversion of the Issued NEP Non-Voting Units into Conversion Units;

(v) no notice of delisting from NYSE shall have been received by NEP with respect to the NEP Common Units;

(vi) the Debt Financing shall have been funded on the terms and conditions set forth in the Credit Agreement, after giving effect to any “flex” rights in the Credit Agreement or any related agreement, or upon terms and conditions that are not materially less favorable, in the aggregate, to the Class B Purchaser;

(vii)all Debt for Borrowed Money of the Company and its Subsidiaries (other than Debt for Borrowed Money set forth on Schedule H or permitted to be incurred during the Interim Period pursuant to Section 5.01), shall have been repaid in full, and all Liens on the Acquired Assets (or the respective assets of the Project Companies), other than Permitted Liens, shall have been released;

(viii)there shall not have occurred a Material Adverse Effect;

(ix)the Assignment of XXXX/NEP APA Annex shall be in full force and effect;

(x)the Build Out Agreement shall be in full force and effect; and

(xi) the Class A Purchaser and the Company shall have delivered an irrevocable waiver from XXXX of all rights of first offer and rights of first refusal under the ROFR Agreement with respect to (A) the Class B Units Sales and the other transactions contemplated by this Agreement and (B) any exercise by the Class B Member Representative of its right to cause a Liquidity Event (subject to the provisions of Section 7.09 of the A&R LLC Agreement), and consummate the transactions pursuant to such Liquidity Event (excluding, for the avoidance of doubt, any sale of assets or other structure not consented to by the Class A Purchaser).

Section 2.05 Initial Issuance - Conditions to the Company’s Obligations. The obligation of the Company to consummate the issuance and sale of the Class A Purchased Units and the

Aggregate Class B Purchased Units to the Class A Purchaser shall be subject to the satisfaction on or prior to the Initial Issuance Date of each of the following conditions (any or all of which may be waived by the Company in writing, in whole or in part, to the extent permitted by applicable Law):

(a)the representations and warranties of each Class B Purchaser contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the Initial Issuance Date (except that representations and warranties made as of a specific date shall be required to be true and correct (or true and correct in all material respects, as applicable) as of such date only); and

(b)each Class B Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it on or prior to the Initial Issuance Date.

Section 2.06 Initial Closing - Conditions to NEP’s Obligations. The obligations of NEP to each Purchaser from and after the Initial Closing pursuant to this Agreement shall be subject to the satisfaction on or prior to the Initial Closing Date of each of the following conditions (any or all of which may be waived by NEP in writing, in whole or in part, to the extent permitted by applicable Law):

(a)the representations and warranties of each Class B Purchaser contained in this Agreement shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the Initial Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct (or true and correct in all material respects, as applicable) as of such date only); and

Section 2.07 Deliveries at the Initial Closing.

(a)Deliveries of the Company. At the Initial Closing (except as otherwise indicated), the Company shall deliver, or cause to be delivered, to the Purchasers:

(i)duly executed copies of Project Financing Documents for each of the Projects (other than any Delayed Projects) that are in effect as of the Initial Closing Date;

(ii) a construction progress report in respect of any Project that has not yet achieved Commercial Operation as of the Initial Closing Date;

(iii) a certificate of an officer of the Company, dated as of the Initial Closing Date, certifying as to and attaching (A) the Certificate of Formation of the Company, (B) the Company LLC Agreement, (C) resolutions authorizing the execution and delivery of the Transaction Documents and the

consummation of the transactions contemplated thereby, including the issuance to the Class A Purchaser of the Class A Purchased Units and the Aggregate Class B Purchased Units and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of the Company, as applicable, setting forth the name and title and bearing the signatures of such officers;

(iv) a certificate of the Secretary of State of the State of Delaware, dated within ten (10) Business Days prior to the Initial Closing Date, to the effect that the Company is in good standing in the State of Delaware;

(v) an officer’s certificate of the Company, dated as of the Initial Closing Date, certifying that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(ii) (in each case, solely as they pertain to the Company) have been satisfied; and

(vi) a fully executed copy of the Star Moon Holdings A&R LLC Agreement, substantially in the form attached hereto as Exhibit D, provided that, to the extent that the Star Moon Holdings A&R LLC Agreement executed and delivered at the Initial Closing includes changes relative to the form attached hereto as Exhibit D that would reasonably be expected to reduce Projected Class B Cash Flow, such changes shall be subject to the approval (not to be unreasonably, withheld, conditioned or delayed) of the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)).

(b)Deliveries of Each Purchaser. At or prior to the Initial Closing (except as otherwise indicated), the applicable Purchaser shall deliver or cause to be delivered to the Company and the other Purchasers (except to the extent otherwise indicated below):

(i)a counterpart of the Registration Rights Agreement, which shall have been duly executed by each Class B Purchaser;

(ii)a cross-receipt, duly executed by (A) each of the Class B Purchasers and delivered to the Class A Purchaser, certifying that such Class B Purchaser has received from the Class A Purchaser the number of Initial Individual Class B Purchased Units to be received by such Class B Purchaser at the Initial Closing and (B) the Class B Purchaser Representative, on behalf of each of the Class B Purchasers and delivered to the Company, certifying that the Class B Purchasers have received credit in the Portfolio Project Model in an aggregate amount equal to the Reimbursement Amount;

(iii) a counterpart to the A&R LLC Agreement, substantially in the form attached hereto as Exhibit A, subject to any updates pursuant to Section 2.16 and in a manner consistent with the procedures set forth in Schedule G, which shall have been duly executed by each such Purchaser;

(iv) a duly executed certificate of (A) an authorized officer of each Class B Purchaser, dated as of the Initial Closing Date, to the effect that the conditions set forth in Section 2.05(a) and Section 2.05(b) have been satisfied, and (B) an authorized officer of the Class A Purchaser, dated as of the Initial Closing Date, to the effect that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(ii) (in each case, solely as they pertain to the Class A Purchaser) have been satisfied;

(v) for each Class B Purchaser, payment of such Class B Purchaser’s Initial Individual Class B Purchase Price to the Class A Purchaser, by wire transfer of immediately available funds to an account designated in advance of the Initial Closing Date by the Class A Purchaser;

(vi) the Class A Purchaser shall have delivered Bring-Down Consultant Reports to the Class B Purchaser Representative with respect to each of the Projects pursuant to and in accordance with Section 2.16(a), together with executed reliance letters addressed to each Class B Purchaser from the independent engineer, environmental consultant, transmission consultant and insurance consultant with respect to each of the Projects;

(vii)the Class A Purchaser shall have delivered the Initial Updated Portfolio Project Model to the Class B Purchaser Representative pursuant to, and in accordance with, Section 2.16(a); and

(viii)the Class A Purchaser shall have delivered the current Tax Equity Base Case Model to the Class B Purchaser Representative.

(c)Deliveries of NEP. At the Initial Closing (except as otherwise indicated), NEP shall deliver, or cause to be delivered, to the Purchasers:

(i)a certificate of an officer of NEP, dated as of the Initial Closing Date, certifying as to and attaching (A) the certificate of limited partnership of NEP, (B) the NEP Partnership Agreement, as in effect immediately prior to the Initial Closing, (C) resolutions authorizing the execution and delivery of the Transaction Documents to which NEP is a party and the consummation of the transactions contemplated thereby, including the issuance of Issued NEP Non-Voting Units upon exercise of the Call Option, the NEP Change of Control Option, or the Class B COC Option, and the issuance of any Conversion Units upon conversion of Issued NEP Non-Voting Units, and (D) the incumbency of the officers authorized to execute the Transaction Documents on behalf of NEP, as applicable, setting forth the name and title and bearing the signatures of such officers;

(ii) an executed counterpart of the Registration Rights Agreement, which shall have been duly executed by NEP;

(iii) a fully executed “Supplemental Listing Application” approving the Conversion Units for listing by NYSE;

(iv) an executed counterpart to the A&R LLC Agreement, substantially in the form attached hereto as Exhibit A, which shall have been duly executed by NEP;

(v) a certificate of the Secretary of State of the State of Delaware, dated within ten (10) Business Days prior to the Initial Closing Date, to the effect that NEP is in good standing in the State of Delaware;

(vi) an officer’s certificate of NEP, dated as of the Initial Closing Date, certifying that the conditions set forth in Section 2.04(b)(i) and Section 2.04(b)(iii) (in each case, solely as they pertain to NEP) have been satisfied; and

(vii)(A) a properly executed Internal Revenue Service Form W-9 of the Class A Purchaser (or, if the Class A Purchaser is disregarded as separate from its owner for U.S. federal income tax purposes, the Class A Purchaser’s regarded owner), such delivery to be made (or caused by NEP to be made) to the relevant Class B Purchaser and the Company, or (B) a certificate of non-foreign status properly executed and completed by the Class A Purchaser (or, if the Class A Purchaser is disregarded as separate from its owner for U.S. federal income tax purposes, the Class A Purchaser’s regarded owner), dated as of the Initial Closing Date, substantially in the form specified in Treasury Regulations Section 1.1445-2(b)(2)(iv), in the case of each of clauses (A) or (B), such delivery to be made (or caused by NEP to be made) to the relevant Class B Purchaser and the Company.

Section 2.08 Additional Closing.

(a)The Additional Closing shall take place (i) on a Business Day specified by the Class A Purchaser in a notice to the Company and the Class B Purchasers (the “Notice of Additional Closing”), subject to the satisfaction or waiver at or prior to the Additional Closing of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 (other than those conditions that by their nature are to be satisfied at the Additional Closing, but subject to the fulfillment or waiver of those conditions at the Additional Closing) but which shall take place (A) no earlier than ten (10) Business Days after receipt by the Class B Purchasers of the Notice of Additional Closing (and provided that the Class A Purchaser shall have the right, upon at least two (2) Business Days' prior notice to the Class B Purchaser Representative, to defer the Additional Closing Date to a date later than the date specified in the Notice of Additional Closing) and (B) no later than the Drop-Dead Date, or (ii) at such other time and place as the Company and the Purchasers may agree, subject, in each case, to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 at the Additional Closing.

(b)The Parties agree that the Class A Purchaser shall be required to deliver the Notice of Additional Closing no later than ten (10) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Additional Closing has not been delivered by such date, such Notice of Additional Closing shall be deemed to have been given, and the Additional Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.09, Section 2.10 and Section 2.11 on such date.

(c)The Additional Closing shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP at One Xxxxxx Square, Wilmington, Delaware (or such other location as agreed to by the Company and the Purchasers).

Section 2.09 Additional Closing – Mutual Conditions. The respective obligations of the Class A Purchaser and each Class B Purchaser set forth in Section IV of Schedule A hereto to consummate each of their respective obligations at the Additional Closing shall be subject to the satisfaction, on or prior to the Additional Closing Date, of each of the following conditions (any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law, in a writing executed by each of the Class A Purchaser and the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto))):

(a)all Governmental Authorizations made, filed, or obtained in connection with the Initial Closing shall remain in full force and effect;

(b)no statute, rule, order, decree, or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority that temporarily, preliminarily or permanently restrains, precludes, enjoins, or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal;

(c)there shall not be pending any suit, action, or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin, or prohibit the transactions contemplated by this Agreement;

(d)the Project Financing Documents for each Delayed Project (other than Returned Projects) shall be in full force and effect; and

(e)the Tax Equity Financing for each Delayed Project (other than Returned Projects) shall have been consummated (excluding with respect to Deferred Contributions and other post-closing obligations of the parties thereto that are set forth in the applicable Project Financing Documents), pursuant to and substantially in accordance with the terms of the applicable Tax Equity ECCA.

Section 2.10 Additional Closing – Conditions to the Class B Purchaser’s Obligations. The obligation of each Class B Purchaser set forth in Section IV of Schedule A hereto to consummate its purchase of its Additional Individual Class B Purchased Units in the Additional Class B Units Sale at the Additional Closing shall be subject to the satisfaction on or prior to the Additional Closing Date of each of the following conditions (any or all of which may be waived by the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto)), in writing, in whole or in part, to the extent permitted by applicable Law):

(a)the representations and warranties (i) of the Company contained in Section 3.01 (Existence), Section 3.02(c) (Capitalization and Valid Issuance of Units), Section 3.05 (Due Formation), Section 3.07 (No Registration Required), Section 3.11 (Authority;

Enforceability) and Section 3.14 (Certain Fees) and (ii) of the Class A Purchaser contained in Section 4.01 (Existence), Section 4.02 (Authorization; Enforceability), and Section 4.04 (Certain Fees) shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Additional Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct (or true and correct in all material respects, as applicable) as of such date only);

(b)the Company and the Class A Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it following the Initial Closing and on or prior to the Additional Closing Date;

(d)no notice of delisting from NYSE shall have been received by NEP with respect to the NEP Common Units;

(e)the Credit Agreement shall be in full force and effect and the Debt Financing shall have been funded on the terms and conditions set forth in the Credit Agreement for the Additional Funding Date (as defined in the Credit Agreement) on or before the Additional Closing Date; and

(f)the Build Out Agreement shall be in full force and effect.

Section 2.11 Additional Closing - Conditions to the Class A Purchaser’s Obligations. The obligation of the Class A Purchaser to consummate the sale of the Additional Aggregate Class B Purchased Units to the Class B Purchasers set forth in Section IV to Schedule A hereto at the Additional Closing shall be subject to the satisfaction on or prior to the Additional Closing Date of each of the following conditions (any or all of which may be waived by the Class A Purchaser in writing, in whole or in part, to the extent permitted by applicable Law):

(a)the representations and warranties of each such Class B Purchaser contained in Section 4.01 (Existence), Section 4.02 (Authorization; Enforceability), Section 4.03 (No Breach), Section 4.05 (Unregistered Securities), and Section 4.06(a) (Sufficient Funds) of this Agreement shall be true and correct in all material respects (other than those representations and warranties that are qualified by materiality, which, in each case, shall be true and correct in all respects) when made and as of the Additional Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct (or true and correct in all material respects, as applicable) as of such date only);

(b)each such Class B Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it following the Initial Closing Date and on or prior to the Additional Closing Date; and

(c)each such Class B Purchaser shall have delivered, or caused to be delivered, to the Class A Purchaser such Class B Purchaser’s closing deliveries described in Section 2.12(c), as applicable.

Section 2.12 Deliveries at the Additional Closing.

(a)Deliveries of the Company. At or prior to the Additional Closing, the Company shall deliver, or cause to be delivered, to the Purchasers the following:

(i)duly executed copies of Project Financing Documents for each of the Delayed Projects (other than Returned Projects);

(ii)an officer’s certificate of the Company, dated as of the Additional Closing Date, certifying that the conditions set forth in Section 2.10(a) and Section 2.10(b) (solely as it pertains to the Company) have been satisfied; and

(iii)a certificate of the Secretary of State of the State of Delaware, dated within ten (10) Business Days prior to the Additional Closing Date, to the effect that the Company is in good standing in the State of Delaware.

(b)Deliveries of the Class A Purchaser. At or prior to the Additional Closing, the Class A Purchaser shall deliver, or cause to be delivered, to the Class B Purchaser the following:

(i)a cross-receipt duly executed by the Class A Purchaser certifying that it has received from the Class B Purchasers the Additional Aggregate Class B Purchase Price;

(ii)a certificate of an authorized officer of the Class A Purchaser, dated as of the Additional Closing Date, to the effect that the conditions set forth in Section 2.10(a) and Section 2.10(b) (solely as it pertains to the Class A Purchaser) have been satisfied;

(iii) a certificate of the Secretary of State of the State of Delaware, dated within ten (10) Business Days prior to the Additional Closing Date, to the effect that NEP is in good standing in the State of Delaware;

(iv) (A) a properly executed Internal Revenue Service Form W-9 of the Class A Purchaser (or, if the Class A Purchaser is disregarded as separate from its owner for U.S. federal income tax purposes, the Class A Purchaser’s regarded owner), such delivery to be made to the relevant Class B Purchaser and the Company, or (B) a certificate of non-foreign status properly executed and completed by the Class A Purchaser (or, if the Class A Purchaser is disregarded as separate from its owner for U.S. federal income tax purposes, the Class A Purchaser’s regarded owner), dated as of the Additional Closing Date, substantially in the form specified in Treasury Regulations Section 1.1445-2(b)(2)(iv), in the case of in the case of each of clauses (A) or (B), such delivery to be made (or caused by NEP to be made) to the relevant Class B Purchaser and the Company;

(v) the Class A Purchaser shall have delivered Delayed Asset Bring-Down Consultant Reports to the Class B Purchaser

Representative with respect to each of the Delayed Projects (other than Returned Projects) pursuant to and in accordance with Section 2.16(c), together with executed reliance letters addressed to each Class B Purchaser from the independent engineer, environmental consultant, transmission consultant and insurance consultant with respect to each of the Projects;

(vi) the Class A Purchaser shall have delivered the Initial Additional Closing Portfolio Project Model to the Class B Purchaser Representative pursuant to, and in accordance with, Section 2.16(c); and

(vii)the Class A Purchaser shall have delivered the current Tax Equity Base Case Model to the Class B Purchaser Representative.

(c)Deliveries of the Class B Purchasers. At or prior to the Additional Closing, each Class B Purchaser set forth on Section IV of Schedule A hereto shall deliver or cause to be delivered, to the Class A Purchaser the following:

(i)payment of such Class B Purchaser’s Additional Individual Class B Purchase Price, payable by wire transfer of immediately available funds to an account designated in advance of the Additional Closing Date by the Class A Purchaser;

(ii)a cross-receipt duly executed by each of the Class B Purchasers certifying that it has received from the Class A Purchaser the number of Additional Individual Class B Purchased Units to be received by such Class B Purchaser at the Additional Closing; and

(iii) a certificate of an authorized officer of each Class B Purchaser, dated as of the Additional Closing Date, to the effect that the conditions set forth in Section 2.11(a) and Section 2.11(b) have been satisfied.

Section 2.13 Further Assurances. From time to time after the Execution Date, subject to any other terms and conditions of this Agreement, without further consideration, the Company, NEP and each Purchaser shall use their commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement.

Section 2.14 Withholding. The Class B Purchasers shall be entitled to deduct and withhold from any payments under this Agreement the amounts any Class B Purchaser is required to deduct and withhold under any applicable Law, and amounts so deducted or withheld shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Section 2.15 Transaction Tax Treatment. The Parties shall treat, for federal income Tax purposes (and, where applicable, for state, local and foreign income Tax purposes), the Initial Class B Units Sale as a transaction described in Situation 1 of Revenue Ruling 99-5, 1999-1 CB 434, and the Additional Class B Units Sale as a sale of a partnership interest. The Parties shall not take any position inconsistent with such treatment on any Tax Return or in connection with any Tax audit or proceeding except to the extent otherwise required pursuant to a “determination” within the meaning of

Section 1313(a) of the Code (or any analogous provision of state, local or foreign Law). Each Class B Purchaser agrees that it shall make an election pursuant to Section 168(k)(7) of the Code with respect to any property for which it would otherwise be entitled to a deduction under Section 167(a) of the Code for any additional allowance pursuant to Section 168(k)(1) of the Code in connection with the transactions contemplated by this Agreement, and shall not take the position that it is entitled to any such deduction on any income tax return.

Section 2.16 Portfolio Project Model Adjustments.

(a)The Portfolio Project Model agreed to by the Parties as of the Execution Date is attached hereto as Schedule F (the “Execution Date Portfolio Project Model”). No later than ten (10) days prior to the Initial Closing Date (as set forth in the Notice of Initial Closing delivered by the Class A Purchaser pursuant to Section 2.02(a) (or the date such notice is deemed delivered pursuant to Section 2.02(b))), the Class A Purchaser shall deliver to the Class B Purchaser Representative (i) bring-down reports for those due diligence reports from the independent engineer, environmental consultant, transmission consultant and insurance consultant with respect to each of the Projects, to the extent of due diligence reports dated earlier than ninety (90) days prior to such Initial Closing Date (or, in lieu thereof, the Class A Purchaser may deliver written confirmation from the independent engineer or any such applicable consultant that there were no material adverse changes to such engineer’s or consultant’s report used, in part, as the basis for the Execution Date Portfolio Project Model) (collectively, the “Bring-Down Consultant Reports”) and (ii) the Portfolio Project Model revised, if necessary, to reflect any Pre-Closing Model Input Updates, and otherwise prepared in a manner consistent with the procedures set forth in Schedule G (the “Initial Updated Portfolio Project Model”); provided that (A) without the prior written consent of the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)), the Initial Updated Portfolio Project Model shall not reflect any changes to the value of any inputs, assumptions or methodology contained in the Portfolio Project Model from the values of such inputs, assumptions or methodology set forth in the Execution Date Portfolio Project Model, other than any Pre-Closing Model Input Updates, and (B) the Initial Updated Portfolio Project Model shall utilize each of the same case assumptions used and agreed to in connection with the Execution Date Portfolio Project Model, as such cases are updated to reflect any Pre-Closing Model Input Updates. The first calendar period reflected in the Initial Updated Portfolio Project Model shall be adjusted such that the measurement period thereof shall begin on such Initial Closing Date. The Initial Updated Portfolio Project Model shall include the proposed resulting adjustments, if any, to the Applicable Transaction Terms, in each case, solely to the extent such adjustments result from the Pre-Closing Model Input Updates (collectively, the “Initial Closing Transaction Term Adjustments”), as determined in good faith by the Class A Purchaser in accordance with the procedures set forth in Schedule G. The Class A Purchaser shall provide the Class B Purchaser Representative with an opportunity to comment upon the Initial Updated Portfolio Project Model, and the Class A Purchaser shall consider any such comments in good faith and shall make such adjustments (if any) to the Initial Updated Portfolio Project Model based on any such comments as the Class A Purchaser shall determine in good faith are appropriate. In the event that the Class A Purchaser determines not to make adjustments to the Initial Updated Portfolio Project Model based on any of the comments provided by the Class B Purchaser Representative, then at least one (1) Business Day prior to the Initial Closing, the Class B Purchaser

Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)) shall have the right to submit to the Class A Purchaser a written dispute notice with respect to the Initial Updated Portfolio Project Model (describing in reasonable detail the specific line items and values that are in dispute and the reasons for such dispute) (any such written notice, the “Initial Closing Dispute Notice”). All such disputed items set forth in an Initial Closing Dispute Notice shall be resolved pursuant to Section 2.16(e) and/or Section 2.16(g). If the Class B Purchaser Representative does not deliver an Initial Closing Dispute Notice to the Class A Purchaser at least one (1) Business Day prior to the Initial Closing Date, then the Initial Updated Portfolio Project Model shall be final and binding on the Parties, and shall be deemed the “Initial Closing Portfolio Project Model” for all purposes of this Agreement and no adjustment shall be made thereto.

(b)The Initial Updated Portfolio Project Model delivered by the Class A Purchaser, subject to adjustment to reflect changes, if any, made by the Class A Purchaser, after considering in good faith any comments made by the Class B Purchaser Representative pursuant to Section 2.16(a), shall be utilized by the Parties in determining any Initial Closing Transaction Term Adjustments in connection with the Initial Closing, and shall be final and binding on the Parties with respect thereto, except to the extent of any disputed items specified in an Initial Closing Dispute Notice delivered by the Class B Purchaser Representative in accordance with Section 2.16(a). Subject to resolution of such disputed items pursuant to Section 2.16(e) and/or Section 2.16(g) and except for any Additional Closing Transaction Term Adjustments made in connection with the Additional Closing pursuant to Section 2.16(c), the Initial Updated Portfolio Project Model shall be deemed to be the Initial Closing Portfolio Project Model for all purposes of this Agreement and the Applicable Transaction Terms shall be adjusted prior to the Initial Closing only if, and to the extent, adjustments to any such Applicable Transaction Terms were included as Initial Closing Transaction Term Adjustments in the Initial Updated Portfolio Project Model as delivered by the Class A Purchaser, or as may be mutually agreed upon by the Parties prior to the Initial Closing. No adjustment shall be made to the Applicable Transaction Terms at any time following the Initial Closing, other than (A) those Initial Closing Transaction Term Adjustments (if any) set forth in the Initial Closing Portfolio Project Model, as finally determined pursuant to this Section 2.16 (including, if there shall be an Initial Closing Dispute Notice delivered by the Class B Purchaser Representative pursuant to Section 2.16(a), those Initial Closing Transaction Term Adjustments (if any) mutually agreed upon by the Parties (pursuant to Section 2.16(a) or otherwise) or as determined by the Independent Expert pursuant to Section 2.16(g) with respect to matters identified in such Initial Closing Dispute Notice) and (B) those Additional Closing Transaction Term Adjustments (if any) set forth in the Additional Closing Portfolio Project Model, as finally determined pursuant to this Section 2.16 (including, if there shall be an Additional Closing Dispute Notice delivered by the Class B Purchaser Representative pursuant to Section 2.16(c), those Additional Closing Transaction Term Adjustments (if any) mutually agreed upon by the Parties or as determined by the Independent Expert pursuant to Section 2.16(g) with respect to matters identified in such Additional Closing Dispute Notice). Each of the Class A Purchaser and the Company shall use its good faith, commercially reasonable efforts not to (and to cause their respective controlled Affiliates to use their good faith, commercially reasonable efforts not to) take any action prior to the Initial Closing that would reasonably be expected to impact or alter the Pre-Closing Model

Input Updates (and resulting Initial Closing Transaction Term Adjustments, if any), except to the extent required by this Agreement or any Project Financing Document.

(c)No later than ten (10) days prior to the Additional Closing Date (as set forth in the Notice of Additional Closing delivered by the Class A Purchaser pursuant to Section 2.08(a) (or the date such notice is deemed delivered pursuant to Section 2.08(b))), the Class A Purchaser shall deliver to the Class B Purchaser Representative (i) Bring-Down Consultant Reports for any Delayed Projects, to the extent of due diligence reports dated earlier than ninety (90) days prior to such Additional Closing Date (or, in lieu thereof, the Class A Purchaser may deliver written confirmation from the independent engineer or any such applicable consultant that there were no material adverse changes to such engineer’s or consultant’s report used, in part, as the basis for the Execution Date Portfolio Project Model or the Initial Closing Portfolio Project Model, as applicable) (the “Delayed Asset Bring-Down Consultant Reports”) and (ii) the Portfolio Project Model revised, if necessary, to reflect any Additional Closing Model Input Updates, and otherwise prepared in a manner consistent with the procedures set forth in Schedule G (the “Initial Additional Closing Portfolio Project Model”); provided that, (A) without the prior written consent of the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto)), the Initial Additional Closing Portfolio Project Model shall not reflect any changes to the value of any inputs, assumptions or methodology contained in the Portfolio Project Model from the values of such inputs, assumptions or methodology set forth in the Initial Closing Portfolio Project Model, other than any Additional Closing Model Input Updates and (B) the Initial Additional Closing Portfolio Project Model shall utilize each of the same case assumptions used and agreed to in connection with the Initial Closing Portfolio Project Model, as such cases are updated to reflect any Additional Closing Model Input Updates. The first calendar period reflected in the Initial Additional Closing Portfolio Project Model shall be adjusted such that the measurement period thereof shall begin, with respect to any Delayed Assets, on the applicable Delayed Asset Closing Date for such Delayed Assets, and otherwise, on the Additional Closing Date. The Initial Additional Closing Portfolio Project Model shall include the proposed resulting adjustments to the Applicable Transaction Terms, in each case, solely to the extent such adjustments result from the Additional Closing Model Input Updates (“Additional Closing Transaction Term Adjustments”), as determined in good faith by the Class A Purchaser in accordance with the procedures set forth in Schedule G. The Class A Purchaser shall provide the Class B Purchaser Representative with an opportunity to comment upon the Initial Additional Closing Portfolio Project Model, and the Class A Purchaser shall consider any such comments in good faith and shall make such adjustments (if any) to the Initial Additional Closing Portfolio Project Model based on any such comments as the Class A Purchaser shall determine in good faith are appropriate. In the event that the Class A Purchaser determines not to make adjustments to the Initial Additional Closing Portfolio Project Model based on any of the comments provided by the Class B Purchaser Representative, then at least one (1) Business Day prior to the Additional Closing Date, the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto)), shall have the right to submit to the Class A Purchaser a written dispute notice with respect to the Initial Additional Closing Portfolio Project Model (describing in reasonable detail the specific line items and values that are in dispute and the

reasons for such dispute) (any such written notice, the "Additional Closing Dispute Notice”). All such disputed items set forth in an Initial Closing Dispute Notice shall be resolved, together with all disputed items set forth in an Additional Closing Dispute Notice, pursuant to Section 2.16(f) and/or Section 2.16(g). If the Class B Purchaser Representative does not deliver a Dispute Notice to the Class A Purchaser at least one (1) Business Day prior to the Additional Closing Date, then the Initial Additional Closing Portfolio Project Model shall be final and binding on the Parties and deemed to be the “Additional Closing Portfolio Project Model” for all purposes of this Agreement and no adjustment shall be made thereto.

(d)The Initial Additional Closing Portfolio Project Model delivered by the Class A Purchaser, subject to adjustment to reflect changes, if any, made by the Class A Purchaser, after considering in good faith any comments made by the Class B Purchaser Representative pursuant to Section 2.16(c), shall be utilized by the Parties in determining the Additional Aggregate Class B Purchase Price, and shall be final and binding on the Parties with respect thereto, except to the extent of any disputed items specified in an Additional Closing Dispute Notice delivered by the Class B Purchaser Representative in accordance with Section 2.16(c). Except for any disputes set forth in an Additional Closing Dispute Notice delivered at least one (1) Business Day prior to the Additional Closing Date, the Initial Additional Closing Portfolio Project Model shall be deemed to be the Additional Closing Portfolio Project Model for all purposes of this Agreement, and the Applicable Transaction Terms shall be adjusted prior to the Additional Closing only if, and to the extent, adjustments to any such Applicable Transaction Terms were included as Additional Closing Transaction Term Adjustments in the Initial Additional Closing Portfolio Project Model as delivered by the Class A Purchaser and as were mutually agreed upon by the Parties prior to the Additional Closing. No adjustment shall be made to the Applicable Transaction Terms at any time following the Additional Closing, other than those Additional Closing Transaction Term Adjustments (if any) that are finally determined pursuant to this Section 2.16 (including, if there shall be an Additional Closing Dispute Notice with respect to the Initial Additional Closing Portfolio Project Model delivered by the Class B Purchaser Representative pursuant to Section 2.16(c), those Additional Closing Transaction Term Adjustments (if any) mutually agreed upon by the Parties (pursuant to Section 2.16(f)) or as determined by the Independent Expert pursuant to Section 2.16(g) with respect to matters identified in such Additional Closing Dispute Notice). Each of the Class A Purchaser and the Company shall use its good faith, commercially reasonable efforts not to (and to cause their respective Affiliates to use their good faith, commercially reasonable efforts not to) take any action prior to the Additional Closing that would reasonably be expected to impact or alter the Additional Closing Model Input Updates (and resulting Additional Closing Transaction Term Adjustments, if any), except to the extent required by this Agreement or any Project Financing Document.

(e)Notwithstanding any other provision herein, in the event that, following the Initial Closing, the obligations of the Parties to consummate the Additional Closing are validly terminated pursuant to Section 7.01(b)(i), Section 7.01(b)(ii) or Section 7.01(b)(iii) prior to the occurrence of the Additional Closing (including as a result of the failure of one or more conditions set forth in Section 2.09, Section 2.10 or Section 2.11 to be satisfied or waived), then, notwithstanding such failure to consummate the Additional Closing, the Parties shall revise the Initial Closing Portfolio Project Model pursuant to the terms of Section 2.16(c) and in accordance with the assumptions and procedures set forth in Schedule G to account for such changes to the Initial Closing Portfolio Project Model as shall be required to reflect any applicable Additional Closing Model Input Updates and the fact that the Additional Class B Units Sale did not occur.

(f)If the Class B Purchaser Representative timely delivers a Dispute Notice with respect to the Initial Closing Portfolio Project Model pursuant to Section 2.16(a) or the Initial Additional Closing Portfolio Project Model pursuant to Section 2.16(c), then the Class A Purchaser and the Class B Purchaser Representative shall in good faith attempt to resolve the particular items and values or Transaction Term Adjustments that are identified in the applicable Dispute Notice within ten (10) Business Days commencing on the date on which the applicable Dispute Notice is delivered to the Class A Purchaser (or such longer period as the Class A Purchaser and the Class B Purchaser Representative may mutually agree in writing, which period shall not extend beyond the Initial Closing Date, as set forth in the Notice of Initial Closing, or the Additional Closing Date, as set forth in the Notice of Additional Closing, as applicable) (such period, the “Negotiation Period”). If the Class A Purchaser and the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto), or those Class B Purchasers representing the right to acquire at least a majority of Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto), as applicable) do not reach agreement on each of the particular items and values set forth in the applicable Dispute Notice during the Negotiation Period, then subject to Section 2.16(g), (A) for purposes of the Initial Closing, the Initial Updated Portfolio Project Model proposed by the Class A Purchaser shall be used for the Initial Closing and the Parties shall thereafter resolve any Remaining Disputed Matters in accordance with Section 2.16(g) and (B) for purposes of the Additional Closing, (i) the Initial Additional Closing Portfolio Project Model shall include only such Additional Closing Model Input Updates (if any), and (ii) the Applicable Transaction Terms shall be modified to reflect only such Additional Transaction Adjustments (if any), in each case, as (y) shall not have been disputed by the Class B Purchaser Representative in the Dispute Notice or (z) as shall have been agreed upon by the Parties during the Negotiation Period (the Initial Additional Closing Portfolio Project Model, as may be adjusted as of the Additional Closing to reflect any changes referenced in clauses (i) and (ii) of this Section 2.16(f), the “Interim Additional Closing Portfolio Project Model”).

(g)To the extent that any particular items or values identified in a Dispute Notice are not agreed upon by the Parties pursuant to Section 2.16(f) (such items or values, collectively, the “Remaining Disputed Matters”), then either the Class A Purchaser or the Class B Purchaser Representative shall be entitled to submit any such Remaining Disputed

Matters to the Independent Expert for resolution of such dispute by delivering a written notice to the Independent Expert, with a copy to the other Party, describing in reasonable detail the specific line items and values comprising the Remaining Disputed Matters (and the reasons for such dispute) and such Party’s proposed resolution (and value) of each Remaining Disputed Matter. The other Party shall be entitled to submit to the Independent Expert its proposed resolution (and value) of each Remaining Disputed Matter (and reasons therefor). In submitting any Remaining Disputed Matters to the Independent Expert, each of the Parties shall concurrently furnish, at its own expense, to the Independent Expert and the other Party such documents and information as the Independent Expert may reasonably request. The Class A Purchaser and the Class B Purchaser Representative and their respective representatives shall cooperate fully with the Independent Expert, at their own expense. The Independent Expert, acting as an expert and not an arbitrator, shall resolve all Remaining Disputed Matters and shall determine the values to be ascribed thereto, following the procedures stipulated in this Section 2.16 and the assumptions and procedures set forth in Schedule G, and the resulting updates to the Initial Closing Portfolio Project Model and/or the Interim Additional Closing Portfolio Project Model; provided that, for the avoidance of doubt, the Initial Closing Portfolio Project Model and Additional Closing Portfolio Project Model shall be updated by the Parties as necessary to reflect any change in value ascribed to such specific disputed items that are determined by the Independent Expert, as applicable. The Parties hereby agree that the Independent Expert shall (A) decide only the values ascribed to the specific Remaining Disputed Matters in accordance with this Section 2.16 and the assumptions and procedures set forth in Schedule G (provided that the Independent Expert shall not ascribe a value to any Remaining Disputed Matter that is (i) greater than the greater of the two amounts submitted by the Parties for such Remaining Disputed Matter, or (ii) lower than the lowest of the two amounts submitted by the Parties for such Remaining Disputed Matter) and (B) within thirty (30) days after submission of any such dispute, deliver to the Class A Purchaser and the Class B Purchaser Representative a written determination of the amounts for each of the Remaining Disputed Matters, determined in accordance with the terms of this Section 2.16 and the assumptions and procedures set forth in Schedule G, including any resulting Transaction Term Adjustments (including all material calculations used in arriving at such determination and based solely on information provided to the Independent Expert by the Class B Purchaser Representative and the Class A Purchaser). The determination of the Independent Expert pursuant to this Section 2.16(g) shall be final, binding and conclusive on the Parties and their respective Affiliates, representatives, successors and assigns. All fees and expenses relating to the work, if any, to be performed by the Independent Expert will be borne equally by the Class A Purchaser and the Class B Purchaser Representative. Notwithstanding anything in this Agreement to the contrary, the dispute resolution mechanism contained in this Section 2.16(g) shall be the exclusive mechanism for resolving disputes, if any, regarding the determination of the Portfolio Project Model, in each case, in respect of any Remaining Disputed Matters, and the resulting adjustments to be made, if any, to the Applicable Transaction Terms in respect thereof in accordance with the terms of this Agreement (including the assumptions and procedures in Schedule G); provided, however, that, at any time, the Class A Purchaser and the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto)) may agree in writing to settle any or all of the Remaining Disputed Matters submitted to the Independent Expert, which agreement shall be final, conclusive and binding upon all of the Parties with respect to such Remaining Disputed Matter(s) so resolved; provided that the Parties

shall promptly provide a copy of such agreement to the Independent Expert and instruct the Independent Expert not to consider or resolve such agreed-upon Remaining Disputed Matter(s), it being agreed that if the Independent Expert nonetheless renders any determination regarding any such agreed-upon Remaining Disputed Matter(s) for any reason, such determination shall have no effect and the agreement of the Parties shall control.

(h)Upon a final determination of any items or values set forth in a Dispute Notice pursuant to this Section 2.16 and in accordance with the assumptions and procedures set forth in Schedule G, each of the Parties shall execute such amendments to this Agreement and/or the A&R LLC Agreement as are necessary to reflect all such finally determined Transaction Term Adjustments. If any final resolution of items or values set forth in a Dispute Notice (as finally determined in accordance with Section 2.16 and in accordance with the assumptions and procedures set forth in Schedule G) shall include, as Transaction Term Adjustments, an adjustment to the amount of the Class B Purchase Price, then (A) if such Transaction Term Adjustments include a reduction of the Class B Purchase Price, then, on the next date on which distributions are made to the Class A Purchaser pursuant to Article 5 of the A&R LLC Agreement (and, if necessary, on each subsequent distribution date until such Excess Purchase Price Amount has been paid in full) an amount in cash equal to the absolute value of the amount of such reduction (the “Excess Purchase Price Amount”) shall be withheld and offset from the amount of distributions payable to the Class A Purchaser and instead shall be paid by the Company to the Class B Purchasers on such same distribution date, subject to the limitations set forth in Section 5.08(b) of the A&R LLC Agreement (each, a “Class B Purchase Price Return Offset”) and (B) if such Transaction Term Adjustments include an increase to the Class B Purchase Price, then, on the next date on which distributions are made to the Class B Purchasers pursuant to Article 5 of the A&R LLC Agreement (and, if necessary, on each subsequent distribution date until such Deficit Purchase Price Amount has been paid in full), an amount in cash equal to the absolute value of the amount of such increase (as finally resolved in accordance with this Section 2.16) (the “Deficit Purchase Price Amount”) shall be withheld and offset from the amount of distributions payable to the Class B Purchasers and instead shall be paid by the Company to the Class A Purchaser on such same distribution date, subject to the limitations set forth in Section 5.08(b) of the A&R LLC Agreement (each, a “Deficit Class B Purchase Price Offset”) unless, prior to the applicable Distribution Date, the Class B Purchasers shall have made payment in full to the Class A Purchaser of the amount of such Deficit Purchase Price Amount.

(i)The Additional Closing Portfolio Project Model, as finally determined in accordance with this Section 2.16, shall be deemed to be the Portfolio Project Model for all purposes of this Agreement. All payments made in respect of a Class B Purchase Price Return Offset or Deficit Class B Purchase Price Offset, as applicable, pursuant to Section 2.16(h) shall be treated by the Parties as an adjustment to the Class B Purchase Price for all purposes of this Agreement, including Tax purposes unless otherwise required by law.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
RELATED TO THE COMPANY ENTITIES

Except as set forth in the Disclosure Letter, each of (i) the Company hereby represents and warrants to the Class B Purchasers, solely with respect to those representations and warranties applicable to the Company Entities, (ii) NEP and the Class A Purchaser hereby

represents and warrants to the Class B Purchasers, solely with respect to those representations and warranties applicable to the Company Entities (other than any representations and warranties (i) applicable to the Project Companies or Acquired Assets and (ii) set forth in Section 3.06 (No Material Adverse Change), Section 3.09 (Litigation), and Section 3.22 (Tax)); (iii) the Class A Purchaser hereby represents and warrants to the Class B Purchasers solely with respect to those representations and warranties applicable to the Class A Purchaser, and (iv) NEP hereby represents and warrants to the Purchasers, solely with respect to those representations and warranties applicable to NEP, as follows:

Section 3.01 Existence.

(a)Each of the Company and NEP has been duly formed and is validly existing as a limited liability company or limited partnership, as the case may be, and is in good standing under the Laws of the State of Delaware and (i) has the full limited liability company or limited partnership, as applicable, power and authority to execute and deliver this Agreement and the other Transaction Documents to which the Company or NEP is a party and consummate the transactions contemplated hereby and thereby and (ii) in the case of the Company, will have, upon effectiveness of the A&R LLC Agreement on the Initial Issuance Date, full limited liability company power and authority to issue, sell, and deliver the Purchased Units.

(b)The Organizational Documents of the Company and NEP have been, and in the case of the A&R LLC Agreement, once executed and delivered on the Initial Issuance Date, will be, valid and legally binding agreements of the Company or NEP, as applicable, enforceable against the Company or NEP, as applicable, in accordance with their respective terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Section 3.02 Capitalization and Valid Issuance of Units.

(a)Immediately prior to the Initial Issuance, the Class A Purchaser will be the sole member of the Company and will hold of record and beneficially all of the issued and outstanding limited liability company interests of the Company. Upon execution and delivery of the A&R LLC Agreement on the Initial Issuance Date, (i) the authorized limited liability company interests of the Company will consist of the number of Class A Units and Class B Units listed in Section I of Schedule A hereto and (ii) immediately following consummation of the Initial Issuance, but prior to the Initial Closing, the Class A Purchaser will be the sole member of the Company and will hold of record and beneficially the number of Class A Units and Aggregate Class B Purchased Units set forth in Section II of Schedule A hereto opposite the Class A Purchaser’s name, free and clear of all Liens, except for restrictions contained in the Delaware LLC Act, A&R LLC Agreement, and applicable state and federal securities Laws. Immediately prior to the Initial Issuance, the Class A Purchased Units and Aggregate Class B Purchased Units shall have been duly authorized in accordance with the A&R LLC Agreement and, immediately following the Initial Issuance, the Class A Purchased Units and Aggregate Class B Purchased Units shall be validly issued and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act and the A&R LLC

Agreement. As of the Initial Closing Date, there will be no limited liability company interests of the Company issued or outstanding other than the Class A Purchased Units and the Aggregate Class B Purchased Units.

(b)The Initial Aggregate Class B Purchased Units shall be, immediately prior to the Initial Closing, duly authorized by the Company pursuant to the A&R LLC Agreement and, when delivered by the Class A Purchaser to the Class B Purchasers at the Initial Closing against payment therefor in accordance with the terms of this Agreement, will be validly issued and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the A&R LLC Agreement, this Agreement, or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s Initial Individual Class B Purchased Units, such Liens as are created by such Class B Purchaser, and (iii) such Liens as arise under the A&R LLC Agreement or the Delaware LLC Act.

(c)The Additional Aggregate Class B Purchased Units shall be, immediately prior to the Additional Class B Units Sale, duly authorized by the Company pursuant to the A&R LLC Agreement and, when delivered by the Class A Purchaser to the Class B Purchasers at the Additional Closing against payment therefor in accordance with the terms of this Agreement, will be validly issued and fully paid (to the extent required by the A&R LLC Agreement), subject to the provisions of the Delaware LLC Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the A&R LLC Agreement, this Agreement, or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s Additional Individual Class B Purchased Units, such Liens as are created by such Class B Purchaser, and (iii) such Liens as arise under the A&R LLC Agreement or the Delaware LLC Act.

(d)Except for any such preemptive rights that have been waived or will be waived prior to the Initial Issuance, there are no Persons entitled to statutory, preemptive, or other similar contractual rights to subscribe for the Class A Purchased Units or the Aggregate Class B Purchased Units; and, except for the Class A Purchased Units or Aggregate Class B Purchased Units to be acquired pursuant to this Agreement, no options, warrants, or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, limited liability company or other ownership interests in the Company are outstanding.

(e)Upon the issuance of Issued NEP Non-Voting Units, such Issued NEP Non-Voting Units will be duly authorized, validly issued, and fully paid (to the extent required by the NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s or its Affiliates’ Issued NEP Non-Voting Units, such Liens as are created by such Class B Purchaser or its Affiliates, and (iii) such Liens as arise under the NEP Partnership Agreement or the Delaware LP Act.

(f)Upon the issuance of Conversion Units upon conversion of the Issued NEP Non-Voting Units pursuant to the NEP Partnership Agreement, such Conversion Units will be duly authorized, validly issued, and fully paid (to the extent required by the NEP Partnership Agreement), subject to the provisions of the Delaware LP Act, and will be free of

any and all Liens and restrictions on transfer, other than (i) restrictions on transfer under the NEP Partnership Agreement, this Agreement or applicable state and federal securities Laws, (ii) with respect to each Class B Purchaser’s or its Affiliates’ Conversion Units, such Liens as are created by such Class B Purchaser or its Affiliates, and (iii) such Liens as arise under the NEP Partnership Agreement or the Delaware LP Act.

Section 3.03 Ownership of the Class A Purchaser. NEP Acquisitions is an indirect wholly owned subsidiary of NEP OpCo and is the sole record and beneficial owner of all of the limited liability company interests in the Class A Purchaser, free and clear of all Liens (other than transfer restrictions under the limited liability company agreement of the Class A Purchaser or applicable state and federal securities Laws and Liens imposed under any applicable agreement of Indebtedness or as arise under the Delaware LLC Act).

Section 3.04 Indebtedness; Liabilities. As of the Execution Date, the Company has, and until the consummation of the transactions contemplated by this Agreement the Company will have, no outstanding Indebtedness or other liabilities or obligations (known, unknown, accrued, absolute, contingent, determined or determinable, or otherwise), other than its obligations under this Agreement, and obligations incurred in connection with the Company’s formation.

Section 3.05 Due Formation. The Company is duly formed, and is validly existing and in good standing under the Delaware LLC Act. Upon the effectiveness of the A&R LLC Agreement, the purposes of the Company will be acquiring, accepting, owning, holding, selling, leasing, transferring, financing, refinancing, exchanging, managing, and operating, directly or indirectly through its Subsidiaries, the Acquired Assets and any other assets acquired by the Company after the Initial Closing in accordance with the A&R LLC Agreement, together with the liabilities related thereto.

Section 3.06 No Material Adverse Change. Since December 31, 2020, except as described in the NEP SEC Documents, there has not been any Material Adverse Effect.

Section 3.07 No Registration Required. Assuming the accuracy of the representations and warranties of each Purchaser contained in Article IV, (i) the Company’s issuance and sale of the Class A Purchased Units and Aggregate Class B Purchased Units to the Class A Purchaser and (ii) the Class A Purchaser’s sale of the Initial Aggregate Class B Purchased Units and Additional Aggregate Class B Purchased Units to the Class B Purchasers, in each case, pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither the Company nor, to the Company’s Knowledge, any Person acting on its behalf, has taken nor will take any action hereafter that would cause the loss of such exemption.

Section 3.08 No Restrictions or Registration Rights. Except as described in the A&R LLC Agreement, this Agreement, the NEP Partnership Agreement, the 2021 Registration Rights Agreement, the 2020-A Registration Rights Agreement, the 2020-B Registration Rights Agreement, the 2019-A Registration Rights Agreement, the 2019-B Registration Rights Agreement, the 2019-C Registration Rights Agreement, the 2018 Registration Rights Agreement, the 2017 Registration Rights Agreement, or the NEP SEC Documents, (a) there are no restrictions upon the transfer of any of the Aggregate Class B Purchased Units, Issued NEP Non-Voting Units, or Conversion Units, nor any restrictions on the voting of any of the Aggregate Class B Purchased Units or Conversion Units, and (b) neither the offering and sale of the Class A Purchased Units and Aggregate Class B Purchased Units as contemplated by this Agreement, nor any issuance of Issued NEP Non-Voting Units or Conversion

Units, gives rise to any rights for or relating to the registration of any of the Class A Purchased Units and Aggregate Class B Purchased Units or other securities of the Company.

Section 3.09 Litigation. Except as described in the NEP SEC Documents, there are no actions, suits, claims, investigations, orders, injunctions, or proceedings pending or, to the Knowledge of the Company or NEP, threatened or contemplated, to which the Company Entities or any of their respective directors or officers is or would be a party or to which any of their respective properties is or would be subject at law or in equity, before or by any Governmental Authority, or before or by any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, NYSE), that would, individually or in the aggregate, if resolved adversely to the Company Entities, constitute a Material Adverse Effect, or that would challenge the validity of any of the Transaction Documents or the right of either of the Company or NEP to enter into any of the Transaction Documents or to consummate the transactions contemplated thereby.

Section 3.10 No Conflicts. The issuance and sale by the Company of the Class A Purchased Units and the Aggregate Class B Purchased Units to the Class A Purchaser, the sale by the Class A Purchaser of the Initial Aggregate Class B Purchased Units to the Class B Purchasers, the sale by the Class A Purchaser of the Additional Aggregate Class B Purchased Units to the Class B Purchasers, the application of the proceeds thereof, the execution, delivery and performance of the Transaction Documents, the consummation of the transactions contemplated thereby, and the issuance by NEP of any Issued NEP Non-Voting Units or Conversion Units will not conflict with, result in any breach or violation of, constitute a default under (or constitute any event that, with notice, lapse of time or both, would result in any breach or violation of), (a) the Organizational Documents, as may be amended pursuant to this Agreement, of either the Company, the Class A Purchaser, or NEP, (b) any Contract to which any of the Company Entities is a party or by which any of the Company Entities or any of their respective properties may be bound or affected, (c) any Material Contract (as that term is defined and used in the XXXX/NEP APA), (d) any Law, (e) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the rules and regulations of NYSE), or (f) any decree, judgment or order applicable to any of the Company Entities or any of their respective properties, except in the cases of clauses (b) through (f) for any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, constitute a Material Adverse Effect.

Section 3.11 Authority; Enforceability. The Company will have all requisite power and authority under the A&R LLC Agreement, upon execution and delivery thereof on the Initial Issuance Date, and the Delaware LLC Act to issue, sell and deliver the Class A Purchased Units and Aggregate Class B Purchased Units to the Class A Purchaser in accordance with and upon the terms and conditions set forth in this Agreement and the A&R LLC Agreement. NEP will have all requisite power and authority under the NEP Partnership Agreement, and the Delaware LP Act to issue any Issued NEP Non-Voting Units and Conversion Units in accordance with and upon the terms and conditions set forth in this Agreement and the NEP Partnership Agreement. All corporate, limited liability company, or limited partnership action required to be taken by the Company or NEP or any of their partners or members for (a) the authorization, issuance, sale, and delivery of the Class A Purchased Units and Aggregate Class B Purchased Units to the Class A Purchaser at the Initial Issuance, (b) the execution and delivery of the Transaction Documents and (c) the consummation of the transactions contemplated thereby, including the exercise of the Call Option, the issuance of NEP Non-Voting Units, and the issuance of Conversion Units, each in accordance with the A&R LLC Agreement and the NEP Partnership Agreement, shall have been validly taken at or prior to the Initial Issuance. No approval

from the holders of NEP Common Units or Series A Preferred Units is required for NEP to issue the Issued NEP Non-Voting Units or the Conversion Units, each in accordance with the A&R LLC Agreement and the NEP Partnership Agreement. Each of the Transaction Documents has been, or will be at or prior to the Initial Closing, duly and validly authorized and has been or, with respect to the A&R LLC Agreement to be delivered on the Initial Issuance Date, and the Transaction Documents to be delivered at the Initial Closing or Additional Closing, as applicable, will be, validly executed and delivered by the Company or NEP, as the case may be, and, to the Knowledge of the Company, each of the other parties thereto as of the Initial Closing or Additional Closing, as applicable. Each of the Transaction Documents constitutes, or will constitute on the Initial Issuance Date, at the Initial Closing or at the Additional Closing, as applicable, the legal, valid, and binding obligations of the Company or NEP, as the case may be, and, to the Knowledge of the Company and NEP, each of the parties thereto, in each case enforceable in accordance with its terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Section 3.12 Approvals. No Consent is required in connection with the issuance and sale of the Class A Purchased Units and Aggregate Class B Purchased Units by the Company to the Class A Purchaser at the Initial Issuance, the sale of the Initial Aggregate Class B Purchased Units by the Class A Purchaser to the Class B Purchasers at the Initial Closing, the sale of the Additional Aggregate Class B Purchased Units by the Class A Purchaser to the Class B Purchasers at the Additional Closing, the issuance by NEP of any Issued NEP Non-Voting Units upon exercise of the Call Option, the NEP Change of Control Option, or the Class B COC Option, or the issuance by NEP of Conversion Units upon conversion of the Issued NEP Non-Voting Units, the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company or NEP or any other party thereto and the consummation by the Company and NEP of the transactions contemplated hereby or thereby, other than Consents (a) required by the Commission in connection with NEP’s obligations under the 2021 Registration Rights Agreement, the 2020-A Registration Rights Agreement, the 2020-B Registration Rights Agreement, the 2019-A Registration Rights Agreement, the 2019-B Registration Rights Agreement, the 2019-C Registration Rights Agreement, the 2018 Registration Rights Agreement and the 2017 Registration Rights Agreement, (b) required under applicable state securities or “blue sky” Laws, (c) set forth on Schedule E hereto, (d) that have been, or prior to the Initial Issuance Date or the Initial Closing Date, as applicable, will be, obtained, and (e) Consents, the absence or omission of which would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.13 Investment Company Status. Neither the Company nor NEP is, and upon the issuance and sale of the Purchased Units as herein contemplated and the application of the net proceeds therefrom, neither the Company nor NEP will be, an “investment company” or an entity “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Section 3.14 Certain Fees. No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission from the Purchasers with respect to the sale of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents based upon arrangements made by or on behalf of the Company or NEP.

Section 3.15 Listing and Maintenance Requirements. The NEP Common Units are listed on the NYSE, and NEP has not received any notice of delisting. The issuance and sale of the Purchased Units and the issuance of any Issued NEP Non-Voting Units or Conversion Units will not contravene NYSE rules and regulations.

Section 3.16 Form S-3 Eligibility. NEP is eligible to register the Conversion Units, if and when issued, for resale by the Purchasers under Form S-3 promulgated under the Securities Act.

Section 3.17 No Side Agreements. There are no binding agreements by, among or between the Company or NEP or any of their Affiliates, on the one hand, and any Purchaser or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Confidentiality Agreement, the Transaction Documents, the Termination Fee ECL, the Equity Commitment Letter, the Company LLC Agreement and in each case, the agreements and instruments contemplated thereby.

Section 3.18 Affiliate Contracts.

(a)Each Affiliate Contract constitutes a legal, valid, binding and enforceable obligation of the Company Entity party thereto and, to the Knowledge of the Company, the other parties thereto, and is enforceable in accordance with its terms. Each Affiliate Contract is in full force and effect in all material respects.

(b)No Company Entity, nor to the Knowledge of the Company, any of the other parties thereto, is in material breach, violation, or default, and, to the Knowledge of the Company, no event, condition, or omission exists or has occurred which with notice or lapse of time or both would constitute any such material breach, violation, or default, or permit termination, modification, or acceleration by such other parties, under any material Affiliate Contract.

(c)The Company has not received any written notice that any material Affiliate Contract is not in full force or effect or that any party to any material Affiliate Contract intends to terminate or fail to renew at the end of its term, materially increase or decrease any rates, costs, or fees charged to or payable by or to the Company or any of its Subsidiaries, or materially reduce the goods and services provided to or by the Company or any of its Subsidiaries under any such Affiliate Contract. The Company has made available to Purchasers true and complete copies of all material Affiliate Contracts in effect as of the Execution Date.

Section 3.19 Anti-Corruption. None of the Company Entities or, to the Knowledge of the Company or NEP, any Associated Person of any Company Entity has taken any action, directly or indirectly, in violation of any Anti-Corruption Law; (b) no action, suit, or proceeding by or before any Governmental Authority involving the Company Entities with respect to any Anti-Corruption Law is pending or, to the Knowledge of the Company or NEP, threatened; and (c) the Company Entities and, to the Knowledge of the Company or NEP, their Affiliates have conducted their businesses in compliance with Anti-Corruption Laws in all material respects and have instituted and maintain policies and procedures reasonably designed to ensure, continued compliance therewith by the Company Entities in all material respects.

Section 3.20 Money Laundering Laws. The operations of each of the Company Entities are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws, and no action, suit or proceeding by or before any Governmental Authority involving the Company Entities with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company or NEP, threatened.

Section 3.21 Sanctions. None of the Company Entities or, to the Knowledge of the Company or NEP, any Associated Person of any Company Entity is a Sanctioned Person nor transacting any business with or for the benefit of any Sanctioned Person. The Company Entities do not intend to directly or, to the Company’s Knowledge, indirectly use the proceeds of the sale of the Purchased Units to fund, in violation of applicable Sanctions, any business with a Sanctioned Person or in a Sanctioned Country. No action, suit, or proceeding by or before any Governmental Authority involving the Company Entities with respect to any applicable Sanctions is pending or, to the Knowledge of the Company or NEP, threatened.

Section 3.22 Tax. All material Tax Returns required to be filed by, or with respect to, the Company have been timely filed (taking into account extensions). All such Tax Returns were prepared in accordance with applicable Law in all material respects and are true, correct and complete in all material respects. All material Taxes due and payable by, or with respect to, the Company (whether or not shown on such Tax Returns) have been timely paid or have been adequately reserved in accordance with GAAP. The Company is and has been since its formation a disregarded entity for U.S. federal income tax purposes, and each of the Company’s direct or indirect Subsidiaries is and has been since its formation either a disregarded entity or a partnership for U.S. federal income tax purposes.

Section 3.23 No Other Representations. Except for the representations and warranties expressly set forth in this Article III, none of the Company Entities or any Affiliate or Representative of the Company Entities makes any representation or warranty, whether oral or written, express or implied, statutory or otherwise, with respect to the Company Entities, the Class A Purchased Units or Aggregate Class B Purchased Units, or (except to the extent expressly set forth in the XXXX/NEP APA) the Acquired Assets or with respect to any other information provided or made available to the Purchasers in connection with the transactions contemplated by this Agreement, including any information, documents, projections, estimates, budgets, forecasts, or other material made available to the Purchasers or to their respective Representatives in any electronic data room or otherwise in expectation of the transactions contemplated by this Agreement, and any such other representations or warranties are hereby expressly disclaimed, and none shall be implied at law or in equity.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF THE PURCHASERS

Each of the Purchasers, severally but not jointly, represents and warrants to the Company and NEP, and the Class B Purchasers, severally but not jointly, represents and warrants to the Class A Purchaser, as follows; provided, however, that the representations and warranties set forth in the second sentence of Section 4.01 and in Section 4.06 and Section 4.12 are made solely by the Class B Purchasers:

Section 4.01 Existence. Such Purchaser is duly organized or formed, and is validly existing and in good standing under the Laws of its state of organization or formation, with all necessary power and authority to own its properties and to conduct its business as currently conducted. The Class

B Purchasers engage in no business other than acquiring, owning, holding, selling, transferring, and financing the Aggregate Class B Purchased Units.

Section 4.02 Authorization; Enforceability. Such Purchaser has all necessary legal power and authority to enter into, deliver and perform its obligations under the Transaction Documents to which it is a party, and to consummate the transactions contemplated thereby. The execution, delivery and performance of such Transaction Documents by such Purchaser and the consummation by such Purchaser of the transactions contemplated thereby have been duly and validly authorized by all necessary legal action on the part of such Purchaser, and no further consent or authorization by or on behalf of such Purchaser is required. Each of the Transaction Documents to which such Purchaser is a party has been or will be, on the Initial Issuance Date or at the Initial Closing, as applicable, duly executed and delivered by such Purchaser, and constitutes, or, when executed and delivered on the Initial Issuance Date or at the Initial Closing, as applicable, will constitute a legal, valid and binding obligation of such Purchaser; provided that, with respect to each such agreement, the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or similar Laws from time to time in effect affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether such principles are considered in a proceeding in equity or at law).

Section 4.03 No Breach. The execution, delivery and performance of the Transaction Documents to which such Purchaser is a party by such Purchaser and the consummation by such Purchaser of the transactions contemplated thereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by which such Purchaser is bound or to which any of the property or assets of such Purchaser is subject, (b) conflict with or result in any violation of the provisions of the Organizational Documents of such Purchaser, or (c) violate any Law of any Governmental Authority or body having jurisdiction over such Purchaser or the property or assets of such Purchaser, except in the case of clauses (a) and (c), for such conflicts, breaches, violations, or defaults as would not prevent the consummation of the transactions contemplated by such Transaction Documents.

Section 4.04 Certain Fees. No fees or commissions are or will be payable by such Purchaser to brokers, finders, or investment bankers with respect to the purchase of any of the Purchased Units or the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents, except for fees or commissions for which none of the Company, the Class A Purchaser, NEP or any of their respective Affiliates shall be responsible.

Section 4.05 Unregistered Securities.

(a)Accredited Investor Status; Sophisticated Purchaser. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in the Purchased Units and, with respect to each Class B Purchaser, any Issued NEP Non-Voting Units and Conversion Units, as may be applicable. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Units and, with respect to each Class B Purchaser, the holding of any Issued NEP Non-Voting Units or Conversion Units, as applicable.

(b)Information. Such Purchaser and its Representatives have been furnished with all materials relating to the business, finances and operations of each of the

Company and NEP that have been requested and any materials that have been requested by such Purchaser relating to the offer and sale of the Purchased Units and the issuance of any Issued NEP Non-Voting Units or Conversion Units. Such Purchaser and its Representatives have been afforded the opportunity to ask questions of each of the Company and NEP. Neither such inquiries nor any other due diligence investigations conducted at any time by such Purchaser and its Representatives shall modify, amend, or affect such Purchaser’s right (i) to rely on the Company’s or NEP’s, as applicable, representations and warranties contained in Article III above or (ii) to indemnification or any other remedy based on, or with respect to the accuracy or inaccuracy of, or compliance with, the representations, warranties, covenants and agreements in any Transaction Document. Such Purchaser understands that its purchase of the Purchased Units involves a high degree of risk. Such Purchaser has sought such accounting, legal, and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Purchased Units.

(c)Residency. Such Purchaser shall cooperate reasonably with the Company or NEP, as applicable, to provide any information necessary for any applicable securities filings in connection with the transactions contemplated by this Agreement or the other Transaction Documents.

(d)Legends.

(i)Issued NEP Non-Voting Units. Such Purchaser understands that any Issued NEP Non-Voting Units will bear a restrictive legend as shall be provided in the NEP Partnership Agreement.

(ii)Conversion Units. Such Purchaser understands that, until such time as any Conversion Units have been sold pursuant to an effective registration statement under the Securities Act, or the Conversion Units are eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Units will bear a restrictive legend as provided in the NEP Partnership Agreement.

(e)Purchase Representation. Such Purchaser is purchasing the Purchased Units for its own account and not with a view to distribution in violation of any securities laws. Such Purchaser has been advised and understands that none of the Purchased Units, Issued NEP Non-Voting Units, or Conversion Units has been registered under the Securities Act or under the “blue sky” Laws of any jurisdiction and may be resold only if registered pursuant to the provisions of the Securities Act (or if eligible, pursuant to the provisions of Rule 144 promulgated under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act). Such Purchaser has been advised and understands that the Company, in issuing the Purchased Units, and NEP in agreeing to issue any Issued NEP Non-Voting Units or Conversion Units, are relying upon, among other things, the representations and warranties of such Purchaser contained in this Article IV in concluding that such issuance is a “private offering” and is exempt from the registration provisions of the Securities Act.

(f)Rule 144. Such Purchaser understands that there is no public trading market for the Purchased Units, that no such market is expected to develop and that the

Purchased Units must be held indefinitely unless and until (i) Issued NEP Non-Voting Units are issued upon exercise of the Call Option, the NEP Change of Control Option, or the Class B COC Option, (ii) such Issued NEP Non-Voting Units are converted into Conversion Units, and (iii) such Conversion Units are registered under the Securities Act or an exemption from registration is available. Such Purchaser has been advised of and understands the provisions of Rule 144 promulgated under the Securities Act.

(g)Reliance by the Company and NEP. Such Purchaser understands that the Purchased Units (and subsequently, any Issued NEP Non-Voting Units and Conversion Units that may be issued) are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities Laws and that the Company and NEP are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments, and understandings of such Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of such Purchaser to acquire the Purchased Units, any Issued NEP Non-Voting Units and any Conversion Units.

Section 4.06 Sufficient Funds.

(a)The Class B Purchasers have delivered to the Company correct and complete copies of (i) the executed Credit Agreement (including the schedules and exhibits thereto, and any related fee letters (subject to customary redaction of fees and flex provisions, but only to the extent relating exclusively to pricing terms by the Financing Parties party thereto) in connection therewith), among the Class B Purchasers and lenders party thereto, pursuant to which the lenders party thereto have severally committed to provide the debt financing set forth therein in an aggregate amount of $550,300,000 at the Initial Closing and the Additional Closing (“Debt Financing”) and (ii) the executed equity commitment letter (the “Equity Commitment Letter,” and the equity financing set forth therein (“Equity Financing,” and together with the Debt Financing, the “Financing”)) from the Sponsor to provide Equity Financing of at least $287,705,954.39 at the Initial Closing and the Additional Closing. The Equity Commitment Letter provides that each of the Company and NEP is a third party beneficiary thereof.

(b)As of the Execution Date, (i) each of the Credit Agreement and the Equity Commitment Letter is in full force and effect and has not been amended or modified in any respect and (ii) the respective commitments contained in the Credit Agreement and the Equity Commitment Letter have not been withdrawn, modified, reduced, or rescinded in any respect. As of the Execution Date, each of the Credit Agreement and the Equity Commitment Letter constitutes a valid, binding, and enforceable obligation of the Class B Purchasers, and, to the Knowledge of the Class B Purchasers, the Credit Agreement constitutes a valid, binding, and enforceable obligation of the applicable Financing Parties and the Equity Commitment Letter constitutes a valid, binding, and enforceable obligation of the Sponsor to provide the Financing contemplated thereby, subject, in each case, only to the satisfaction or waiver of the conditions set forth therein in accordance with the terms thereof, except, in each case, as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity). Each of the Credit Agreement and the Equity Commitment Letter constitutes the entire agreement between the parties thereto related to the Financings contemplated thereby, and there are no side letters, other agreements, or other arrangements that would permit the applicable parties to the Credit Agreement or the Equity Commitment Letter to reduce the amount of the Financing or that would otherwise affect the

availability of the Financing on the Initial Closing Date or Additional Closing Date. As of the Execution Date, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of the Class B Purchasers under the Credit Agreement or the Equity Commitment Letter or, to the Knowledge of the Class B Purchasers, any other party to the Credit Agreement or the Equity Commitment Letter, (B) constitute or result in a failure to satisfy a condition or other contingency set forth in the Credit Agreement or the Equity Commitment Letter, or (C) otherwise result in any portion of the Financing not being available. The Class B Purchasers have fully paid any and all commitment fees or other fees required by the Credit Agreement and the Equity Commitment Letter, any related fee letter, and any other document entered into in connection with, or related thereto, to be paid on or before the Execution Date.

(c)The aggregate proceeds from the Financing, assuming such proceeds are funded in accordance with the terms of the Equity Commitment Letter and the Credit Agreement, constitute all of the financing required by the Class B Purchasers to consummate the transactions, and satisfy their obligations, contemplated by this Agreement, including the payment of the Initial Aggregate Class B Purchase Price at the Initial Closing and the Additional Aggregate Class B Purchase Price at the Additional Closing, and payment of all fees and expenses of the Class B Purchasers due and payable in connection with the Initial Closing and the Additional Closing. The Credit Agreement contains all of the conditions precedent to the obligations of the Financing Parties thereunder to make the Debt Financing contemplated thereby available to Class B Purchasers at or prior to the Initial Closing and the Additional Closing, there are no other conditions precedent to such funding, and the Class B Purchasers do not know of any facts or circumstances that could reasonably be expected to result in the failure of any of the conditions set forth in the Credit Agreement to be satisfied at the Initial Closing and the Additional Closing. The Equity Commitment Letter contains all of the conditions precedent to the obligations of the Sponsor to make the Equity Financing available to Class B Purchasers at or prior to the Initial Closing and the Additional Closing, there are no other conditions precedent to such funding, and the Class B Purchasers do not know of any facts or circumstances that could reasonably be expected to result in the failure of any of the conditions set forth in the Equity Commitment Letter to be satisfied at the Initial Closing and the Additional Closing.

Section 4.07 No Side Agreements. There are no binding agreements by, among, or between the Company or any of its Affiliates, on the one hand, and such Purchaser or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby, in each case, other than the Company LLC Agreement, the Transaction Documents, the Termination Fee ECL, the Equity Commitment Letter and, in each case, the agreements and instruments contemplated thereby.

Section 4.08 Anti-Corruption. Such Purchaser, and, to the Knowledge of such Purchaser, any Associated Person of such Purchaser has taken any action, directly or indirectly, in violation of any Anti-Corruption Law; (b) no action, suit, or proceeding by or before any Governmental Authority involving such Purchaser with respect to any Anti-Corruption Law is pending or, to the Knowledge of such Purchaser, threatened; and (c) such Purchaser and, to the Knowledge of such Purchaser, its Affiliates have conducted their businesses in compliance with Anti-Corruption Laws in all material respects and have instituted and maintain policies and procedures reasonably designed to ensure, continued compliance therewith by such Purchaser in all material respects.

Section 4.09 Money-Laundering Laws. The operations of such Purchaser are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws, and no action, suit or proceeding by or before any Governmental Authority involving such Purchaser with respect to the Money Laundering Laws is pending or, to the Knowledge of such Purchaser, threatened.

Section 4.10 Sanctions. Such Purchaser and, to the Knowledge of such Purchaser, any Associated Person of such Purchaser is not a Sanctioned Person nor transacting any business with or for the benefit of any Sanctioned Person. No action, suit, or proceeding by or before any Governmental Authority involving such Purchaser with respect to any applicable Sanctions is pending or, to the Knowledge of such Purchaser, threatened.

Section 4.11 Acknowledgements by the Purchasers.

(a)Other than the representations and warranties expressly set forth in the XXXX/NEP APA, the representations and warranties of the Company and NEP expressly and specifically set forth in Article III constitute the sole and exclusive representations, warranties, and statements (including by omission) of any kind of the Company, NEP, and their respective Affiliates and Representatives in connection with the transactions contemplated by this Agreement, and none of the Company, NEP, or any of their respective Affiliates or Representatives has made, and such Purchaser has not relied on, any other representations, warranties, or statements (including by omission) of any kind or nature, whether oral or written, express or implied, statutory or otherwise, as to any matter concerning the Company Entities or their respective Affiliates or Representatives, the Purchased Units, the Acquired Assets, the accuracy or completeness of any information provided to (or otherwise obtained by) such Purchaser or its Affiliates or Representatives or in connection with the transactions contemplated by this Agreement.

(b) Such Purchaser is an informed and sophisticated purchaser and has engaged expert advisors, experienced in the evaluation and purchase of securities such as the Purchased Units as contemplated hereunder; (ii) such Purchaser has conducted, to its satisfaction, and to its Representatives’ satisfaction, its own full and complete independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and the Acquired Assets to be acquired by the Company and, in making its determination to proceed with the transactions contemplated by this Agreement, such Purchaser has relied solely on the results of its own independent review and analysis and the representations and warranties of the Company and NEP expressly and specifically set forth in Article III, and such Purchaser has not relied on any other representations, warranties, or statements (including by omission) of any kind of the Company, NEP, or their respective Affiliates or Representatives; (iii) NEP and the Company have given such Purchaser and its Representatives complete and open access to the books and records, key employees, documents, facilities, equipment, Contracts and other information relating to the Purchased Units and the Acquired Assets to be acquired by the Company and have provided all materials relating to the acquisition of the Purchased Units and the Acquired Assets that such Purchaser and its Representatives have requested, and such Purchaser and its Representatives have been afforded the opportunity to obtain any additional information necessary to verify the accuracy of any such information or of any representation or warranty made by the Company or NEP, or to otherwise evaluate the merits of the transactions contemplated under this Agreement; (iv) such Purchaser and its Representatives have reviewed

all of the documents, records, reports, and other materials made available by (or on behalf of) NEP and the Company in any electronic data room or otherwise and are familiar with the content thereof; and (v) NEP and the Company have answered, to the satisfaction of such Purchaser, all inquiries that such Purchaser or its Representatives have made concerning the Purchased Units, the Acquired Assets, or otherwise relating to the transactions contemplated under this Agreement.

Section 4.12 Tax. Such Purchaser’s (and its direct and indirect members’) ownership of a Membership Interest will not cause any portion of the Company’s or any of its Subsidiaries’ assets to be, and such Purchaser will not take any action (or permit any action to be taken) (other than any action contemplated by Section 7.02, 7.03, or 7.04 of the A&R LLC Agreement) that would cause any portion of the Company’s direct or indirectly held assets to become, treated as “tax-exempt use property” within the meaning of Section 168(h) of the Code (including by reason of any Blocker being treated as or becoming at any time a “tax-exempt controlled entity” (within the meaning of Section 168(h)(6)(F) of the Code) or pursuant to a transfer of an interest in such Purchaser or a direct or indirect owner of such Purchaser).

Section 4.13 Regulatory Status. Such Purchaser is managed exclusively by a managing member or general partner that is not a “foreign person” as defined at 31 C.F.R. § 800.224, and such Purchaser meets all other requirements set forth at 31 C.F.R. § 800.307 for U.S.-managed investment funds.

Section 4.14 No Other Representations. Except for the representations and warranties contained in this Article IV, such Purchaser makes no representation or warranty whether oral or written, express or implied, statutory or otherwise with respect to such Purchaser or with respect to any other information provided or made available to NEP or the Company in connection with the transactions contemplated hereby, including any information, documents, projections, estimates, budgets, forecasts, or other material made available to NEP or the Company or their respective Representatives in expectation of the transactions contemplated by this Agreement, and any such other representations or warranties are hereby expressly disclaimed, and none shall be implied at law or in equity.

ARTICLE V
COVENANTS

Section 5.01 Conduct of Business.

(a)During the Interim Period, except (i) as permitted or required by the terms of this Agreement or the Transaction Documents, including, without limitation, the contribution by the Class A Purchaser of the Acquired Assets, the Initial Issuance and the Initial Class B Units Sale, (ii) subject to Section 5.01(a)(ii)(4), as required or contemplated by, or reasonably necessary to perform or consummate, the Tax Equity Financing or as required or contemplated by, or reasonably necessary to perform or comply with, its obligations in the Project Financing Documents, (iii) as reasonably necessary or appropriate in connection with seeking and obtaining all Governmental Authorizations, Permits, Consents and amendments to Contracts in connection with the transactions contemplated by this Agreement and the other Transaction Documents, (iv) for the repayment of any Debt for Borrowed Money of the Company or its Subsidiaries, (v) subject to Section 5.01(a)(iii)(1), as necessary or appropriate in order to (a) comply with the Organizational Documents of NEP, the Company and their

respective Subsidiaries and (b) enter into, perform and comply with the Star Moon Holdings A&R LLC Agreement, (vi) for Loss Reduction Activity, (vii) as set forth in Section 5.01 of the Disclosure Letter, (viii) as required by applicable Laws, and (ix) for actions taken with the prior written consent of the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)):

(i)NEP will use commercially reasonable efforts to conduct its business in the ordinary course of business, preserve intact its existence and business organization, Permits, goodwill, and present business relationships with all material customers, suppliers, licensors, distributors, and others having significant business relationships with NEP, to the extent NEP believes in its sole discretion that such relationships are and continue to be beneficial to NEP and its businesses; provided, however, that during such period, NEP shall, as promptly as practicable, provide written notice to the Purchasers regarding any material adverse developments in respect of the foregoing;

(ii)the Company will conduct their respective Project Activities in the ordinary course of business; and

(iii)neither the Company nor NEP nor their respective Subsidiaries shall:

(1)take any actions (including any action or determination with respect to the XXXX/NEP APA or the Acquired Companies or the Acquired Assets) that would be prohibited following the Initial Closing by Section 6.03 or Section 6.04 of the A&R LLC Agreement, in accordance with the standards of conduct set forth therein, without the requisite consent of the Class B Member Representative in accordance with the terms thereof;

(2)make, or permit to be made, with respect to the Company, any election under Treasury Regulations Section 301.7701-3 (or any analogous provision of state or local income Tax Law) to be classified as a corporation; or

(3)enter into, amend or otherwise modify any Project Financing Documents with respect to any Tax Equity Financing on terms that would (A) reduce the amount of Projected Class B Cash Flow during any Quarter (as compared to the amount of Projected Class B Cash Flow set forth in the Execution Date Portfolio Project Model), (B) modify the economic terms of the Tax Equity Financing, including any terms relating to allocations of income or distributions of cash, in a manner materially adverse to the Acquired Companies (as compared to the economic terms of the Base Project Financing Documents), or (C) amend or modify provisions relating to credit support, including guarantees or indemnification rights, in any manner that is material and adverse to the Acquired Companies (as compared to the similar terms of the Base Project Financing Documents), except to the extent that the Acquired Companies’ obligations under such credit support, guarantees or indemnification provisions are

supported by a guaranty or other credit support obligation of a Parent Guarantor; provided, however, that the restrictions set forth in this Section 5.01(a)(iii)(3) shall not apply to the extent that the terms of such Project Financing Documents entered into after the Execution Date shall constitute a Tax Equity Financing Change for purposes of updates to the Portfolio Project Model pursuant to Section 2.16.

(b)During the Interim Period, neither the Company nor NEP will modify, amend, or waive in any material respect any provision of the Company LLC Agreement (other than adoption of the A&R LLC Agreement on the Initial Issuance Date) or the NEP Partnership Agreement that is, in the case of the NEP Partnership Agreement, material to (i) the rights of the Company or NEP, as applicable, or (ii) the rights of the Purchasers, in their capacity as purchasers of the applicable Purchased Units, in each case, without the prior written consent of (A) the Class A Purchaser and (B) the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)).

Section 5.02 Listing of Units. Prior to the Initial Closing, NEP will use its commercially reasonable efforts to obtain approval for listing the Conversion Units on the NYSE, subject to notice of issuance of Conversion Units at the appropriate time.

Section 5.03 Cooperation; Further Assurances. Each of the Company, NEP and the Purchasers shall use its respective commercially reasonable efforts to obtain all approvals and consents (including any Governmental Authorizations) required by or necessary to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Each of the Company, NEP, and the Purchasers agrees to execute and deliver all such documents and instruments, including in respect of any required execution of, or consenting to, applications or submissions in connection therewith, including any inquiries from staff, to take all commercially reasonable action and to do all other commercially reasonable things it determines to be necessary, proper, or advisable under applicable Laws and regulations or as otherwise reasonably requested by the other to consummate the transactions contemplated by this Agreement or any of the Transaction Documents.

Section 5.04 Class B Purchaser Financing.

(a)The Class B Purchasers shall use their reasonable best efforts to take, and cause to be taken, all actions and to do, and to cause to be done, all things necessary, proper, or advisable to arrange, consummate and obtain (i) the Equity Financing on the terms and conditions described in the Equity Commitment Letter and (ii) the Debt Financing on the terms and conditions described in the Credit Agreement, in each case, on the Initial Closing Date and, if applicable, the Additional Closing Date (in an amount, on the Additional Closing Date, sufficient to pay the Additional Aggregate Class B Purchase Price), including (A) using reasonable best efforts to comply with and maintain in full force and effect the Equity Commitment Letter and the Credit Agreement, (B) using reasonable best efforts to timely negotiate and enter into any additional definitive agreements with respect to the Debt Financing on terms and conditions contemplated by the Credit Agreement (any such agreements, collectively with the Credit Agreement, the “Financing Definitive Agreements”), (C) satisfying or causing to be waived on a timely basis (and, in any event, at or prior to Initial Closing) all conditions to funding the Financing in such Equity Commitment Letter and the Financing

Definitive Agreements that are within their, and as to each Class B Purchaser, its, control, (D) using reasonable best efforts to consummate the Financing at or prior to the Initial Closing, (E) enforcing their rights under the Equity Commitment Letter and the Credit Agreement, (F) if the conditions set forth in Section 2.05 and Section 2.06 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Initial Closing, but subject to the satisfaction or waiver of such conditions at the Initial Closing), consummating the Financing at the Initial Closing and (G) in the event there is an Additional Closing, (I) complying with all covenants under the Credit Agreement to maintain such agreement in full force and effect and (II) satisfying all other obligations thereunder, including satisfying or causing to be waived on a timely basis (and, in any event, on or prior to the Additional Closing) all conditions to funding, to ensure the Financing is available on the Additional Closing Date to pay the Additional Aggregate Class B Purchase Price and payment of all fees and expenses of the Class B Purchasers due and payable at the Additional Closing. The Class B Purchasers shall not amend, restate, amend and restate, replace, supplement, or otherwise modify or waive any of their rights under the Equity Commitment Letter or any Financing Definitive Agreement or substitute other debt or equity financing for all or any portion of the Debt Financing from the same or alternative financing sources; provided that the Class B Purchasers may amend, restate, amend and restate, supplement, or otherwise modify or waive any of their rights under, the Financing Definitive Agreements, so long as any such amendment, restatements, amendment and restatement, replacement, supplement, or other modification to or waiver of any provisions of such Financing Definitive Agreements shall not (i) permit the syndication of the Debt Financing to parties that are not commercial banks and their Affiliates or a Class B Purchaser or Affiliates of the Class B Purchasers, (ii) expand upon the conditions precedent to the funding on the Initial Closing Date or the Additional Closing Date of the Debt Financing as set forth in the Credit Agreement on the Execution Date or otherwise modify the Financing Definitive Agreements in a manner that would, or would reasonably be likely to, prevent, impede, or delay the Initial Closing or the Additional Closing, including in respect of the availability of the Debt Financing, or by releasing or consenting to the termination of any Financing Definitive Agreement prior to the first to occur of the Initial Closing or the Additional Closing and the expiration of the Credit Agreement in accordance with its terms, (iii) reduce the amount of the Debt Financing or reduce the Financing Parties’ commitments under the Credit Agreement (other than as a result of an assignment of a Financing Parties’ commitment to another Financing Party) unless such reduced amount, when combined with the Equity Financing (including any increase thereto) is sufficient to satisfy the Class B Purchasers’ obligations, contemplated by this Agreement, including the payment of the Initial Aggregate Class B Purchase Price at the Initial Closing and the Additional Aggregate Class B Purchase Price at the Additional Closing and payment of all fees and expenses of the Class B Purchasers due and payable at the Initial Closing and the Additional Closing, or (iv) affect the ability of the Class B Purchasers to enforce their rights against the Financing Parties or the Sponsor under the Credit Agreement or the Equity Commitment Letter, respectively.

(b)Prior to the Initial Closing, the Company and NEP shall, and shall use their reasonable best efforts to cause each of the Company’s and NEP’s respective officers, directors, managers, employees, advisors, third party consultants, and engineers and the Company’s Subsidiaries to, cooperate, in all cases at the Class B Purchasers’ sole cost and expense upon reasonable advance notice by the Class B Purchasers in connection with the Class B Purchasers’ efforts to arrange, consummate, and obtain the Debt Financing (collectively the “Financing Arrangements”) (provided that such requested cooperation does not unreasonably

interfere with the ongoing operations of NEP, the Company or any of the Company’s Subsidiaries), including (i) participating and causing appropriate senior management personnel of NEP or the Company to participate in meetings and telephone calls with a reasonable number of prospective lenders under the Debt Financing in connection with the syndication thereof upon reasonable notice and at a time and location to be mutually agreed, (ii) reasonably cooperating with the due diligence efforts of the lenders that are parties to the Credit Agreement, as such due diligence relates to the Company, its Subsidiaries, the Acquired Assets, or NEP; (iii) obtaining the consents and authorizations of accountants and consultants for use of their reports in any materials related to the Debt Financing; (iv) reasonably cooperating in the preparation of any appropriate and customary offering memorandum, bank book, or similar documents used in connection with the syndication and marketing of the Financing Arrangements (including the delivery of customary authorizations and representation letters for any offering memorandum or bank book); (v) having the Company acknowledge the pledge of the applicable Class B Units and by facilitating the Financing Parties’ perfecting any security interest therein; provided that no such action shall be effective until the Initial Closing or the Additional Closing, as applicable, and (vi) providing all documentation and other information about the Company as is reasonably requested by the Class B Purchaser Representative, which is required with respect to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and that is required under the Credit Agreement; provided that neither the Company nor NEP (nor any of their respective Affiliates, directors, officers, managers, managing members, or general partners) shall be required to (A) execute any documents, including any Financing Definitive Agreements, in connection with the Financing, (B) consent to or approve the terms of the Financing Arrangements or any Financing Definitive Agreements, or adopt any resolutions with respect thereto, (C) take any action that would or would reasonably be expected to cause the Company or NEP or any of their respective Affiliates, directors, managers, managing members, officers, employees or other representatives to incur any personal liability, (D) be required to deliver any legal opinions or accountants’ cold comfort letters or reliance letters, (E) be required to provide any information or other document to the extent (y) the provision thereof would or would reasonably be expected to violate a confidentiality or other agreement with a third party, violate its Organizational Documents or any Law, rule, regulation, court order, or other legal restriction, or result in a loss of attorney-client privilege or other privilege or (z) such information or document constitutes attorney work product, (F) be required to (y) pay any commitment or other fee or (z) incur any expense or liability in connection with compliance with this Section 5.04, (G) have or incur any liability or any obligation under the Equity Commitment Letter or any Financing Definitive Agreement (or alternative financing that the Class B Purchasers may raise in connection with the transactions contemplated by this Agreement), (H) be required to incur any other liability or obligation in connection with the Financing (or any alternative financing that the Class B Purchasers may raise in connection with the transactions contemplated by this Agreement in accordance with clause (e) below), or (I) be required to take any action that would result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any Contract to which the Company or NEP is a party.

(c)If reasonably requested by the Class B Purchasers or any of their Affiliates, following the Initial Closing and the exercise of the Call Option, the Company and NEP will provide the following cooperation: (i) in connection with such Class B Purchasers’ entering into any Qualifying Financing, providing such cooperation and assistance as such Class B Purchasers or Affiliates thereof may reasonably request (including, without limitation, (A)

entering into one or more “issuer agreements” following the Execution Date, in form and substance mutually agreed upon by NEP, the Class B Purchasers and the lenders party thereto, solely to the extent required in connection with (1) a refinancing of the Qualifying Financing by the Class B Purchasers, (2) alternative financing to fund the payment of the Additional Aggregate Class B Purchase Price, as contemplated by Section 5.04(e), or (3) additional or substitute financing in connection with any exercise of the Call Option, Class B COC Option, or NEP Change of Control Option in order to permit the Class B Purchasers to repay in full the amount of Indebtedness secured by pledges of the Class B Units to be acquired pursuant to the exercise of such Call Option, NEP Change of Control Option, or Class B COC Option, as contemplated by Section 7.02, Section 7.03, or Section 7.04 of the A&R LLC Agreement, as applicable, and (B) permitting (x) the Class B Purchasers to transfer, assign, and contribute to its Affiliates any NEP Non-Voting Units or the right to receive any such NEP Non-Voting Units in accordance with the NEP Partnership Agreement and the A&R LLC Agreement, (y) the parties to any Qualifying Financing to make any reasonable and necessary amendments to the Credit Agreement prior to a draw of any Qualifying Financing, including amendments necessary for the lenders to perfect first priority security interests in any pledged NEP Non-Voting Units or NEP Common Units received upon conversion, and (z) the Class B Purchaser to assign to its Affiliates its rights under the Registration Rights Agreement in accordance with the terms thereof), (ii) using commercially reasonable efforts to enable the deposit of the pledged NEP Non-Voting Units in book-entry form on the books of The Depository Trust Company, when eligible to do so, and (iii) if so requested by such lender or counterparty, as applicable, re-registering the pledged NEP Non-Voting Units in the name of the relevant lender, counterparty, custodian or similar party to any Qualifying Financing, as securities intermediary and as record owner and only to the extent such Purchaser or its Affiliates continues to beneficially own such pledged NEP Non-Voting Units.

(d)The Company and NEP hereby consent to the use of the Company’s and NEP’s logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage NEP or the Company or the reputation or goodwill of NEP or the Company.

(e)If all or any portion of the Debt Financing becomes unavailable on the terms (which terms include any applicable “flex” rights) and conditions contemplated in the Credit Agreement, the Class B Purchasers shall (i) immediately notify the Company and NEP of such unavailability and the reasons thereof, and (ii) use reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, (y) alternative financing for any such portion from the same or alternative sources on terms and conditions that are not materially less favorable in the aggregate to the Class B Purchasers than the financing contemplated by the Credit Agreement and (z) one or more new Financing Definitive Agreements with respect to such alternative financing. The proceeds from any alternative financing shall be sufficient to pay, when added with the Equity Financing, the entire amount of the (A) Initial Aggregate Class B Purchase Price on the Initial Closing Date and all related fees and expenses of the Class B Purchasers due and payable at the Initial Closing; and (B) Additional Aggregate Class B Purchase Price on the Additional Closing Date and all related fees and expenses of the Class B Purchasers due and payable at the Additional Closing. The Class B Purchasers shall promptly provide the Company and NEP with a copy of any new Financing Definitive Agreement and any related fee letter in connection therewith. If any new Financing Definitive Agreement is obtained, (A) any reference in this Agreement to the “Financing” or the “Debt Financing” shall

mean the debt financing contemplated by any such new Financing Definitive Agreement, (B) any reference in this Agreement to “Credit Agreement” or “Financing Definitive Agreement” shall be deemed to refer to such new Credit Agreement, and (C) any reference in this Agreement to the “Financing Parties” shall be deemed to include the lender parties to any such new Credit Agreement.

(f)The Class B Purchasers shall (i) keep the Company and NEP informed on a reasonably current basis in reasonable detail of all material activity concerning the Financing (including the status of its efforts to obtain the Financing or any alternative financing pursuant to Section 5.04(e)) and (ii) promptly provide the Company and NEP with copies of all executed amendments, modifications, or replacements of any Financing Definitive Agreement (it being understood that any amendments, modifications, or replacements shall only be as permitted herein), all Financing Definitive Agreements entered into after the Execution Date, and such other information and documentation available to the Class B Purchasers as shall be reasonably requested by the Company or NEP for purposes of monitoring the progress of the financing activities. Without limiting the generality of the foregoing, each Class B Purchaser shall promptly notify the Company and NEP (A) of any breach or default (or any event or circumstance that could reasonably be expected to give rise to any breach or default) by any party to the Financing Definitive Agreements of which such Class B Purchaser becomes aware which could reasonably be expected to affect the conditionality, timing, availability or quantum of the Debt Financing, (B) of the receipt by such Class B Purchaser of any written notice or other written communication from any Financing Party or the Sponsor with respect to any breach (or threatened breach) or default (or any event or circumstance that could reasonably be expected to give rise to any breach or default), or any termination or repudiation, in each case by any party to the Equity Commitment Letter or any Financing Definitive Agreements, and (C) if for any reason such Class B Purchaser at any time believes it will not be able to obtain all or any portion of the Financing to be obtained by any Class B Purchaser on the terms, in the manner or from the sources contemplated by the Equity Commitment Letter or any Financing Definitive Agreements related to the Financing.

Section 5.05 XXXX/NEP APA; Interim Operations.

(a)Neither the Company nor the Class A Purchaser will (i) terminate the XXXX/NEP APA without the prior written consent of the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)) unless, at the time of such termination, the Company or the Class A Purchaser has the right to terminate this Agreement pursuant to Section 7.01(a) or (ii) modify, amend, or waive (including the waiver of any conditions) in any material respect, or provide any consent under, any provision of the XXXX/NEP APA that is material to (A) the rights of the Company or the Class A Purchaser or (B) the rights of the Class B Purchasers, in their capacity as Class B Purchasers, in each case, without the prior written consent of the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)).

(b)The Class A Purchaser shall be (i) solely responsible for payment of the positive amount of (A) any Post-Closing Working Capital Adjustment Payment and (B) any Post-Closing Purchase Price Adjustment Payment (as such term is defined and used in the XXXX/NEP APA) and (ii) shall be exclusively entitled to receive any payments from Sellco II under the XXXX/NEP APA for the negative amount of any Post-Closing Working Capital Adjustment Payment or Post-Closing Purchase Price Adjustment Payment. In the event that the Company receives any payments from Sellco II in connection with any Post-Closing Working Capital Adjustment Payment or Post-Closing Purchase Price Adjustment Payment, the Company shall hold such amounts for and on behalf of the Class A Purchaser and shall promptly pay over all such amounts to the Class A Purchaser.

(c)The Company and the Class A Purchaser shall promptly provide the Class B Purchaser with a copy of any notice given or received under the XXXX/NEP APA and shall promptly provide notice when the Company or the Class A Purchaser, as applicable, becomes aware of any breach of the XXXX/NEP APA.

(d)NEP shall cause the Class A Purchaser and NEP Acquisitions to enter into the Assignment of XXXX/NEP APA Annex prior to the Initial Closing and shall use reasonable best efforts to take, and cause to be taken, all actions and do, and cause to be done, all things necessary, proper, or advisable to maintain in effect the Assignment of XXXX/NEP APA Annex through the Initial Closing.

(e)The Class A Purchaser shall deliver to the Class B Purchaser Representative notice of (i) the amount of the Estimated Working Capital (as defined in the XXXX/NEP APA) and the calculation thereof prior to the Initial Closing Date, and (ii) the amount of the Post-Closing Working Capital Adjustment Payment (as defined in the XXXX/NEP APA) and the calculation thereof prior to the Additional Closing Date.

Section 5.06 Change of Control. In the event that a Change of Control of NEP occurs or Persons enter into definitive agreements for a transaction that upon consummation would constitute a Change of Control of NEP (a) prior to the Initial Closing, each Purchaser shall have the right, until the earlier of thirty (30) days thereafter or the Initial Closing, to elect by written notice to the Company to be released from its obligation to consummate its purchase of Purchased Units, and upon delivery of such notice such Purchaser shall be relieved from its obligations hereunder and (b) following the Initial Closing and prior to the Additional Closing, then each Class B Purchaser shall have the right, until the earlier of thirty (30) days thereafter or the Additional Closing, to elect by written notice to the Company to be released from its obligation to consummate its purchase of Additional Individual Class B Purchased Units, and upon delivery of such notice such Class B Purchaser shall be relieved from its obligations hereunder to consummate the Additional Closing and purchase such Additional Individual Class B Purchased Units (but, for the avoidance of doubt, none of such Class B Purchaser’s other obligations under this Agreement shall be relieved).

Section 5.07 Updating. Each of the Company, NEP and the Class A Purchaser may from time to time notify the Class B Purchaser Representative of any changes or additions to the Disclosure Letter to reflect subsequent developments after the Execution Date or that may otherwise be necessary to correct any matter that would otherwise constitute a breach of any representation or warranty of the Company, NEP or the Class A Purchaser in Article III or Article IV. No such updates made pursuant to this Section 5.07 shall be deemed to cure any inaccuracy of any representation or warranty made in this Agreement for purposes of Section 2.04(b)(i), Section 2.10(a), Article VI or

otherwise unless the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto) or a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto), as applicable) agrees thereto in writing; provided, however, that, in each case, if (i) the matter or matters giving rise to any such change or addition to the Disclosure Letter would, individually or collectively, cause the failure of one or more conditions set forth in Section 2.03 or Section 2.04(b), with respect to the Initial Closing, or in Section 2.09 or Section 2.10 with respect to the Additional Closing, as applicable, and (ii) the Initial Closing or Additional Closing shall occur, as applicable, as a result of the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto) or a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto), as applicable) waiving such conditions, then, notwithstanding anything to the contrary in this Agreement (including Article VI), no such matters disclosed by the Company, NEP or the Class A Purchaser, as applicable prior to such closing that might constitute breaches of one or more representations or warranties of the Company, NEP or the Class A Purchaser in Article III or Article IV as of the Execution Date or as of the Initial Closing Date or the Additional Closing Date, as applicable, shall be the basis for any indemnifiable claim by the Class B Purchasers or any Class B Purchaser Related Party against the Company, NEP or the Class A Purchaser, including any claim pursuant to Article VI, other than to the extent such indemnifiable claim arises out of a Third-Party Claim.

Section 5.08 Delayed Assets.

(a)To the extent that any Project shall not have achieved Commercial Operation or if the Tax Equity Financing with respect to any Project shall not have been consummated prior to the Initial Closing (other than with respect to Tax Equity Paygo Payments), then (i) the Class A Purchaser shall provide the Class B Purchaser Representative with written notice thereof at least five (5) Business Days prior to the Initial Closing Date, and (ii) upon delivery of such notice, (x) such Project shall be deemed to be a Delayed Project, the Equity Interests in the applicable Project Company shall be deemed to constitute Delayed Assets, and the applicable Project Company shall be deemed to be a Delayed Project Company, and (y) the Initial Updated Portfolio Project Model shall be adjusted, based on the Pre-Closing Model Input Updates, pursuant to Section 2.16 to reflect any change in the date on which any Delayed Project is expected to achieve Commercial Operation, from the date on which such Commercial Operation was estimated to be achieved, as set forth in the Execution Date Portfolio Project Model.

(b)At any time prior to the earlier of (i) the Delayed Asset Outside Date and (ii) the Additional Closing Date, promptly (and in any event within five (5) Business Days) following the date on which a Delayed Project has achieved Commercial Operation and the Tax Equity Financing with respect to such Delayed Project has been consummated (with respect to such Delayed Assets, the “Delayed Asset Closing”), the Class A Purchaser shall deliver to the Class B Purchaser Representative notice thereof and, in connection with the Class A Purchaser’s preparation and delivery of the Initial Additional Closing Portfolio Project Model pursuant to Section 2.16(c), the Initial Additional Closing Portfolio Project Model shall be adjusted, based on the Post-Closing Model Input Updates, to reflect any change in the date on

which such Delayed Project actually achieved Commercial Operation (the date on which the Delayed Asset Closing actually occurs with respect to a Delayed Project and the related Delayed Assets, its “Delayed Asset Closing Date”), from the date on which such Commercial Operation was estimated to occur in the Initial Closing Portfolio Project Model.

(c)If a Delayed Asset Closing for any Delayed Project shall not have occurred on or prior to the earlier of (i) the Delayed Asset Outside Date and (ii) the Additional Closing Date (each such Delayed Project, a “Returned Project”), then (A) the Class A Purchaser and the Company shall take all action necessary to cause all right, title and interest in and to the Delayed Assets with respect to a Delayed Project Company that owns such Returned Project shall be returned and transferred by the applicable Acquired Company to Sellco II or to an Affiliate of Sellco II designated by Sellco II to the extent permitted under the applicable Project Financing Documents, (B) such Returned Project shall be permanently excluded from the portfolio of the Projects that are the subject of the acquisition hereunder, and (C) the Initial Additional Closing Portfolio Project Model shall be adjusted to reflect the Delayed Asset Return Changes pursuant to Section 2.16(c). The Parties may extend the Delayed Asset Outside Date by mutual written consent of the Company, NEP, the Class A Purchaser and the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section III of Schedule A hereto).

Section 5.09 Credit Support Matters. The Parties shall comply with their respective obligations set forth on Schedule K.

ARTICLE VI
INDEMNIFICATION

Section 6.01 Indemnification by the Class A Purchaser and NEP.

(a)(i) From and after consummation of the Initial Class B Units Sale, each of the Class A Purchaser and NEP agrees, jointly and not severally, to indemnify each Class B Purchaser and its Affiliates, partners, members, stockholders, and Representatives, and any Affiliate, member, partner, stockholder, or Representative of any of the foregoing (collectively, “Class B Purchaser Related Parties”), (ii) from and after the consummation of the Initial Issuance, NEP agrees to indemnify the Class A Purchaser and its Affiliates, partners, members, stockholders, and Representatives, and any Affiliate, member, partner, stockholder, or Representative of any of the foregoing (collectively, “Class A Purchaser Related Parties” and, together with the Class B Purchaser Related Parties, the “Purchaser Related Parties”), and (iii) solely with respect to clause (C) below, NEP agrees to indemnify (x) the Company and the Class A Purchaser Related Parties, from and after consummation of the Initial Issuance, and (y) the Class B Purchaser Related Parties, from and after consummation of the Initial Closing, in each case, from Losses of any kind or nature whatsoever, and to hold each of the applicable Persons harmless against any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, to pay or reimburse each such applicable Person for all Losses of any kind or nature whatsoever, whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (A) with respect to NEP’s or the Class A Purchaser’s obligation to indemnify pursuant to clause (i) above, (1) the failure of any of the representations or warranties

contained herein with respect to NEP (with respect to NEP’s obligation to indemnify) or the Class A Purchaser (with respect to the Class A Purchaser’s obligation to indemnify), to be true and correct in all material respects (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct in all respects), (2) the failure of any of the representations and warranties with respect to the Company or any Subsidiary of the Company contained in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.11, Section 3.13, Section 3.14, or Section 3.22, or those representations and warranties that are qualified by materiality or Material Adverse Effect, in each case, to be true and correct in all respects and (3) the failure of any of the representations or warranties contained herein with respect to the Company or any Subsidiary of the Company (other than those described in the preceding clause (2)) to be true and correct in all material respects, in each case of clauses (1), (2) and (3), when made and as of the Initial Closing Date (except for any representations and warranties made as of a specific date, which shall be required to be true and correct as of such date only), (B) (1) with respect to NEP’s obligation to indemnify, the breach of any covenant of NEP contained herein, (2) with respect to the Class A Purchaser’s obligation to indemnify, the breach of any covenant of the Class A Purchaser contained herein or (3) with respect to NEP’s and the Class A Purchaser’s obligation to indemnify, the breach of any covenant of the Company or a Subsidiary of the Company contained herein, or (C) any actions, suits, claims, investigations, orders, injunctions or proceedings by or on behalf of the unitholders of NEP in connection with the Company’s acquisition of the Acquired Assets, the XXXX/NEP APA, or the transactions contemplated by this Agreement; provided that, in the case of clause (A), such claim for indemnification is made prior to the expiration of the survival period of such representation or warranty; provided, further, that, for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party or the Company, as applicable, shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Company or NEP, as applicable, shall constitute the date upon which such claim has been made; and provided, further, that (i) the aggregate liability of NEP to the Class A Purchaser pursuant to clauses (A) and (B) of this Section 6.01(a) shall not be greater in amount than the sum of (A) the Class A Purchase Price and (B) the excess of (I) the Class B Purchase Price over (II) the aggregate amount of the Initial Aggregate Class B Purchase Price and the Additional Aggregate Class B Purchase Price actually paid by the Class B Purchasers to the Class A Purchaser at the Initial Closing and Additional Closing, (ii) the aggregate liability of the Class A Purchaser and NEP to each Class B Purchaser pursuant to clauses (A) and (B) of this Section 6.01(a) shall not be greater in amount than the sum of such Class B Purchaser’s Initial Individual Class B Purchase Price and Additional Individual Class B Purchase Price actually paid by such Class B Purchaser to the Class A Purchaser at the Initial Closing and the Additional Closing, and (iii) the aggregate liability of the Class A Purchaser and NEP to all Class B Purchasers pursuant to clauses (A) and (B) of this Section 6.01(a) shall not exceed the sum of the Initial Aggregate Class B Purchase Price and the Additional Aggregate Class B Purchase Price actually paid by the Class B Purchasers to the Class A Purchaser at the Initial Closing and the Additional Closing. The indemnification obligations pursuant to this Section 6.01 shall be limited as follows: (1) NEP and the Class A Purchaser shall be obligated to provide indemnification for (y) with respect to clause (A) of this Section 6.01(a), inaccuracies with respect to those representations and warranties relating to the Company and its Subsidiaries contained herein and (z) with respect to clause (B) of this Section 6.01(a), the breach by the Company and its Subsidiaries of covenants of the Company or Subsidiaries of the Company contained herein; (2) NEP shall be obligated to

provide indemnification for (y) with respect to clause (A) of this Section 6.01(a), inaccuracies with respect to those representations and warranties relating to NEP contained herein and (z) with respect to clause (B) of this Section 6.01(a), the breach by NEP of any covenant of NEP and (3) the Class A Purchaser shall be obligated to provide indemnification for (y) with respect to clause (A) of this Section 6.01(a), inaccuracies with respect to those representations and warranties relating to the Class A Purchaser contained herein and (z) with respect to clause (B) of this Section 6.01(a), the breach by the Class A Purchaser of any covenant of the Class A Purchaser. No Purchaser Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative, or punitive damages under clauses (i) and (ii) of this Section 6.01(a); provided, however, that such limitation shall not prevent any Purchaser Related Party from recovering under this Section 6.01 for any such damages to the extent that such damages are in the form of diminution in value (it being understood and agreed that any change in the market price of the Conversion Units shall not in and of itself constitute diminution in value damages) or are payable to a third party in connection with any Third-Party Claims.

(b)Each of the Class A Purchaser and NEP agrees that it will indemnify and hold harmless the Class B Purchasers from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Class A Purchaser, the Company or NEP or alleged to have been incurred by the Class A Purchaser, the Company or NEP in connection with the sale of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

(c)Each of the Class A Purchaser and NEP agrees that it will indemnify and hold harmless the Class B Purchasers from and against all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever that arise from the matters set forth on Schedule J.

Section 6.02 Indemnification by the Purchasers.

(a)From and after (i) consummation of the Initial Issuance, the Class A Purchaser agrees, and (ii) the Initial Class B Units Sale, each Class B Purchaser agrees, severally and not jointly (except that the Class B Purchasers agree severally and jointly with respect to the liability of any and all Class B Purchasers), to indemnify the Company and NEP and their respective Affiliates, partners, members, stockholders, and Representatives, and any Affiliate, member, partner, stockholder, or Representative of any of the foregoing (collectively, “NEP Related Parties”) from Losses of any kind or nature whatsoever, and to hold each of them harmless against any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, to pay or reimburse each of them for all Losses of any kind or nature whatsoever, whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to (i) the failure of any of the representations or warranties made by such Purchaser contained herein to be true and correct in all material respects as of the date made (except to the extent any representation or warranty includes the word “material,” Material Adverse Effect or words of similar import, with respect to which such representation or warranty, or applicable portions thereof, must have been true and correct) or (ii) the breach of any of the covenants of such Purchaser contained herein; provided that, in the case of the immediately preceding clause (i), such claim for indemnification relating to a breach of any representation or warranty is made prior to the expiration of the survival period of such representation or warranty; and provided,

further, that, for purposes of determining when an indemnification claim has been made, the date upon which a NEP Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to such Purchaser shall constitute the date upon which such claim has been made; and provided, further, that (A) the liability of the Class A Purchaser under this Section 6.02 shall not be greater in amount than the sum of (A) the Class A Purchase Price and (B) the excess of (I) the Class B Purchase Price over (II) the aggregate amount of the Initial Aggregate Class B Purchase Price and the Additional Aggregate Class B Purchase Price actually paid by the Class B Purchasers to the Class A Purchaser at the Initial Closing and the Additional Closing, and (B) the liability of a Class B Purchaser shall not be greater in amount than the sum of such Class B Purchaser’s Initial Individual Class B Purchase Price and the Additional Individual Class B Purchase Price actually paid by such Class B Purchaser to the Class A Purchaser at the Initial Closing and the Additional Closing. No NEP Related Party shall be entitled to recover special, indirect, exemplary, lost profits, speculative, or punitive damages under this Section 6.02; provided, however, that such limitation shall not prevent any NEP Related Party from recovering under this Section 6.02 for any such damages to the extent that such damages are in the form of diminution in value of the Purchased Units (it being understood and agreed that any change in the market price of the Conversion Units shall not in and of itself constitute diminution in value damages) or are payable to a third party in connection with any Third-Party Claims.

(b)Each Purchaser agrees that it will indemnify and hold harmless each of the Company and NEP from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by such Purchaser or alleged to have been incurred by such Purchaser in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated by this Agreement.

Section 6.03 Indemnification Procedure.

(a)A claim for indemnification for any matter not involving a Third-Party Claim shall be asserted by prompt notice to the Party from whom indemnification is sought; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article VI, except to the extent the Indemnifying Party is prejudiced as a result of such failure, and except as otherwise provided in Section 6.01 and Section 6.02.

(b)Promptly after any NEP Related Party, Purchaser Related Party, or the Company, as applicable (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit, or proceeding by a third person which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such Third-Party Claim, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such Third-Party Claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall

promptly, and in no event later than ten (10) days, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records, and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days of when the Indemnified Party provides written notice of a Third-Party Claim, failed (1) to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there are reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party.

(c)The amount of any recovery by any Indemnified Party pursuant to this Article VI will be reduced by any insurance proceeds actually received by such Indemnified Party under any applicable insurance policy and any indemnification or other payments actually received by such Indemnified Party under any applicable indemnification or other agreements or arrangements, in relation to the facts that entitled such Indemnified Party to recover from the Indemnifying Party pursuant to this Article VI. In the event that any Indemnified Party receives recovery of any amount pursuant to any such insurance policy or indemnification or other agreement or arrangement in respect of any Losses after such Indemnified Party has already been paid for such Losses pursuant to this Article VI, the Class A Purchaser, the Class B Purchasers, NEP or the Company, as applicable, will cause such Indemnified Party to promptly refund an amount equal to such recovery to the Indemnifying Party (but not in excess of the amount paid by the Indemnifying Party for such Losses pursuant to this Article VI).

Section 6.04 Tax Characterization. All indemnification payments under this Article VI shall be treated, with respect to the Class A Purchaser, as adjustments to the Class A Purchase Price or, with respect to each Class B Purchaser, as pro rata adjustments to each of such Class B Purchaser’s Initial Individual Class B Purchase Price and the Additional Individual Class B Purchase Price actually paid as of the time of such indemnification payments by such Class B Purchaser to the

Class A Purchaser at the Initial Closing and the Additional Closing, as applicable, for all Tax purposes, except as otherwise required by applicable Law.

ARTICLE VII

TERMINATION

Section 7.01 Termination.

(a)This Agreement may be terminated at any time prior to the Initial Closing:

(i)by mutual written consent of the Company, NEP, the Class A Purchaser and the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto));

(ii)by written notice from the Company, NEP, the Class A Purchaser or the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)), if any Governmental Authority with lawful jurisdiction shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated by the Transaction Documents and such order, decree, ruling, or other action is or shall have become final and nonappealable; or

(iii) by written notice from the Class A Purchaser or the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)), if the Initial Closing has not occurred by 11:59 p.m., Eastern Time, on the Initial Closing Outside Date; provided, however, that (A) the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)) may not terminate this Agreement pursuant to this Section 7.01(a)(iii) if any Class B Purchaser is, at the time of providing such written notice, in breach of any of its obligations under this Agreement and (B) the Class A Purchaser may not terminate this Agreement pursuant to this Section 7.01(a)(iii) if the Class A Purchaser, the Company or NEP is, at the time of providing such written notice, in breach of any of its obligations under this Agreement; provided that if the conditions set forth in Section 2.03(a) are not satisfied as of the Initial Closing Outside Date but all other conditions to the Initial Closing have been satisfied or validly waived (other than those conditions that by their terms are to be satisfied by actions taken at the Initial Closing, each of which shall be capable of being

satisfied at the Initial Closing), the Initial Closing Outside Date shall be extended until the condition set forth in Section 2.03(a) has been satisfied, but no later than June 30, 2022, in which case the term “Initial Closing Outside Date” shall thereafter mean June 30, 2022 for all purposes of this Agreement.

(b)Following the Initial Closing, the obligations of the Class A Purchaser and the Class B Purchasers under this Agreement to consummate the Additional Closing (but, for the avoidance of doubt, none of the Parties’ other obligations under this Agreement) may be terminated at any time prior to the Additional Closing:

(i)by mutual written consent of the Company, NEP, the Class A Purchaser and the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section III of Schedule A hereto));

(ii)by written notice from the Company, NEP the Class A Purchaser or the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing (as set forth in Section IV of Schedule A hereto)), if any Governmental Authority with lawful jurisdiction shall have issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated to be performed at, or in connection with the Additional Closing, and such order, decree, ruling, or other action is or shall have become final and non-appealable; or

Section 7.02 Certain Effects of Termination.

(a)In the event that this Agreement is terminated pursuant to Section 7.01(a):

(i)except as set forth in Section 7.02(a)(ii), this Agreement shall become null and void and have no further force or effect;

(ii)regardless of any purported termination of this Agreement, this Section 7.02, Section 7.03, and the provisions of Article VIII shall remain operative and in full force and effect as between the Company and NEP, on the one hand, and the Purchasers, on the other hand, unless the Company, NEP, and the Class B Purchaser Representative (on behalf of all Class B Purchasers, and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Initial Aggregate Class B Purchased Units at the Initial Closing (as set forth in Section III of Schedule A hereto)) execute a writing that expressly (with specific references to the applicable Articles, Sections, or subsections of this Agreement) terminates such rights and obligations as between the Company, NEP, and the Purchasers; and

(iii)the Confidentiality Agreement shall remain in effect in accordance with Section 8.06(a).

(b)In the event that the Purchasers’ obligations to consummate the Additional Closing are terminated pursuant to Section 7.01(b):

(i)those obligations of the Purchasers, solely as they specifically relate to consummation of the Additional Closing, shall become null and void and have no further force or effect;

(ii)regardless of any purported termination of the obligations of the Purchasers and the Company to consummate the Additional Closing as set forth in Section 7.02(b)(i), this Agreement shall remain operative and in full force and effect as between the Company and NEP, on the one hand, and each of the Purchasers, on the other hand, except that the obligations of the Class A Purchaser and the Class B Purchasers, solely as they specifically relate to consummation of the Additional Closing, shall become null and void and have no further force and effect; and

(iii) the Confidentiality Agreement shall remain in effect in accordance with Section 8.06(a).

(c)Except as provided in Section 7.03, the Class B Purchasers shall not be subject to (nor shall the NEP Related Parties seek to recover) monetary damages in connection with this Agreement, and in no event shall the NEP Related Parties seek to recover monetary damages from any Financing Related Party at any time in connection with this Agreement, including in each case in respect of (i) any losses suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated, (ii) the termination of this Agreement, (iii) any liabilities or obligations arising under or relating to this Agreement, or (iv) any breach, termination or failure of or under this Agreement or any inaccuracy of any representation or warranty contained in this Agreement; provided that the foregoing shall not relieve the Class B Purchasers of their obligations under Article VI following the Initial Closing if the Initial Closing occurs.

Section 7.03 Termination Fee.

(a)If (i) this Agreement is validly terminated by the Class A Purchaser pursuant to Section 7.01(a)(iii) and the conditions to the Initial Closing set forth in Section 2.03 and Section 2.04 have been satisfied or validly waived prior to such termination (other than (A) those conditions that by their terms are to be satisfied by actions taken at the Initial Closing, but subject to those conditions being capable of being satisfied if the Initial Closing were to occur on the date of termination, and (B) those conditions that are not satisfied as a result of a breach of this Agreement by the Class B Purchasers), (ii) at the time of such termination pursuant to Section 7.01(a)(iii), the condition set forth in Section 2.05(b) or Section 2.06(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, and (iii) the Class A Purchaser has delivered an irrevocable Notice of Initial Closing to the Class B Purchasers and (A) such Notice of Initial Closing provides for an Initial Closing to occur on the date that is at least five (5) Business Days after receipt by the Class B Purchasers of the Notice of Initial Closing and (B) the Class A Purchaser has confirmed that, if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Initial Closing, then the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser (or its designee(s)) an amount equal to the Termination Fee.

(b)If (i) this Agreement is validly terminated by the Class A Purchaser pursuant to Section 7.01(b)(iii) and the conditions to the Additional Closing set forth in Section 2.09 and Section 2.10 have been satisfied or validly waived prior to such termination (other than (A) those conditions that by their terms are to be satisfied by actions taken at the Additional Closing (including the condition set forth in Section 2.10(e) that the Additional Funding Date (as defined in the Credit Agreement) shall occur on the Additional Closing Date), but subject to those conditions being capable of being satisfied if the Additional Closing were to occur on the date of termination, and (B) those conditions that are not satisfied are as a result of a breach of this Agreement by the Class B Purchasers), (ii) at the time of such termination pursuant to Section 7.01(b)(iii), the condition set forth in Section 2.11(b) is not satisfied due to a breach by any Class B Purchaser of this Agreement, and (iii) the Class A Purchaser has delivered an irrevocable Notice of Additional Closing to the Class B Purchasers and (A) such Notice of Additional Closing provides for an Additional Closing to occur on the date that is five (5) Business Days after receipt by the Class B Purchasers of the Notice of Additional Closing and (B) the Class A Purchaser has confirmed that if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the Additional Closing, then the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay or cause to be paid to the Class A Purchaser (or its designee(s)) an amount equal to the Additional Closing Termination Fee.

(c)If the Termination Fee or the Additional Closing Termination Fee is payable pursuant to Section 7.03(a) or Section 7.03(b), as applicable, the Class B Purchaser Representative, on behalf of all of the Class B Purchasers, will pay, or cause to be paid, such fee to the Class A Purchaser (or its designee(s)) by wire transfer of immediately available funds on or before the second (2nd) Business Day following the date on which this Agreement is terminated as provided in Section 7.03(a) or Section 7.03(b), as applicable. The Company and each of the Purchasers acknowledge and agree that (i) the agreements contained in this Section 7.03 are an integral part of the transactions contemplated hereby, and without these

agreements the other Parties would not enter into this Agreement and (ii) any amounts payable pursuant to this Section 7.03 are a reasonable approximation of the Class A Purchaser’s damages and do not constitute a penalty. In the event of litigation relating to the payment of the Termination Fee or the Additional Closing Termination Fee, as applicable, and upon final determination of a court of competent jurisdiction in a final, non-appealable decision, the non-prevailing party in such litigation shall reimburse the prevailing party’s reasonable and documented costs and expenses (including reasonable attorneys’ fees) actually incurred in connection therewith up to a maximum of one million U.S. dollars ($1,000,000). Subject to the right of the Company to specific performance of this Agreement pursuant to Section 8.12, the Parties expressly acknowledge and agree that payment of the Termination Fee or the Additional Closing Termination Fee, as applicable, if due, and the payment in full of any reimbursement, expense, or interest obligations pursuant to this Section 7.03 and the Termination Fee ECL, if any, shall be the sole and exclusive remedy of NEP, the Company and the Class A Purchaser against the Class B Purchasers and their Affiliates in connection with the termination of this Agreement, or the obligations of the Parties to consummate the transactions contemplated at the Additional Closing.

(d)The Class B Purchasers have delivered to the Company a correct and complete copy of the executed equity commitment letter (the “Termination Fee ECL”) from the Sponsor to provide funding to the Class B Purchasers sufficient to satisfy their obligations set forth in this Section 7.03, subject to the conditions set forth in this Section 7.03 and the Termination Fee ECL in respect of the Termination Fee and the Additional Termination Fee. The Termination Fee ECL provides that each of the Company and NEP is a third party beneficiary thereof. As of the Execution Date, the Termination Fee ECL is in full force and effect and has not been amended or modified in any respect, and the commitments contained in the Termination Fee ECL have not been withdrawn, modified, reduced, or rescinded in any respect. As of the Execution Date, the Termination Fee ECL constitutes a valid, binding, and enforceable obligation of the Class B Purchasers, and, to the Knowledge of the Class B Purchasers, the Sponsor, subject to and in accordance with the terms and conditions of this Section 7.03 and the Termination Fee ECL, and except as may be limited by Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding at law or in equity). This Agreement and the Termination Fee ECL constitutes the entire agreement between the parties thereto related to the Termination Fee, and there are no side letters, other agreements, or other arrangements that would permit the applicable parties to the Termination Fee ECL to reduce the amount of the Termination Fee or that would otherwise affect the availability of the Termination Fee subject to and in accordance with the terms and conditions of this Section 7.03 and the Termination Fee ECL. As of the Execution Date, no event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to (A) constitute a default or breach on the part of the Class B Purchasers under the Termination Fee ECL or, to the Knowledge of the Class B Purchasers, Sponsor under the Termination Fee ECL, (B) constitute or result in a failure to satisfy a condition or other contingency set forth in the Termination Fee ECL, or (C) otherwise result in any portion of the Termination Fee not being available, except as provided in this Section 7.3 in connection with the Additional Closing Termination Fee. The Class B Purchasers have fully paid any and all commitment fees or other fees required by the Termination Fee ECL and any other document entered into in connection with, or related thereto, to be paid on or before the Execution Date.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Expenses.

(a)All costs and expenses, including all Transfer Taxes required to be paid by any Party under applicable Law and all fees and disbursements of counsel, financial advisors, and accountants, incurred in connection with the Transaction Documents and the transactions contemplated thereby shall be paid by the Party incurring such costs and expenses (or required to pay such Transfer Taxes under applicable Law); provided, however, that, if the Initial Closing occur, the Class B Purchasers shall have received a credit in the Initial Closing Portfolio Project Model for (i) the fees and expenses paid to the Lenders (as defined in the Credit Agreement) under the Credit Agreement, (ii) if and to the extent that a credit rating is obtained with respect to the Debt Financing, the fees and expenses paid to any rating agency, in such amount as shall be mutually agreed upon between the Class B Purchaser and the Lenders, and (iii) the reasonable, documented out-of-pocket fees and disbursements paid to (A) counsel to the Lenders under the Credit Agreement and (B) counsel and other advisors to Purchaser, in an aggregate amount, with respect to clauses (A) and (B), not to exceed $3,000,000 (collectively, the “Reimbursement Amount”).

Section 8.02 Interpretation. Article, Section, Schedule, and Exhibit references in this Agreement are references to the corresponding Article, Section, Schedule or Exhibit to this Agreement, unless otherwise specified. All Exhibits and Schedules to this Agreement and the Disclosure Letter are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, Contracts, and agreements are references to such instruments, documents, Contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever the Company or NEP, respectively, has an obligation under the Transaction Documents, the expense of complying with that obligation shall be an expense of the Company or NEP, as applicable, unless otherwise specified. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever any determination, consent, or approval is to be made or given by a Purchaser, such action shall be in such Purchaser’s sole discretion, unless otherwise specified in this Agreement. If any provision in the Transaction Documents is held to be illegal, invalid, not binding, or unenforceable, (a) such provision shall be fully severable and the Transaction Documents shall be construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had never constituted a part of the Transaction Documents, and the remaining provisions shall remain in full force and effect, and (b) the Parties shall negotiate in good faith to modify the Transaction Documents so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which, or following which any act is to be done or step taken pursuant to the Transaction Documents, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections, and other subdivisions, and the

insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. A Party shall be deemed to have been “provided with”, had “access” or “made available” to any document or information for all purposes of this Agreement if, without limitation, such document or information (i) was provided to such Party (or its Representatives) by or on behalf of any other Party (or its Representatives), including orally, in hard copy or by electronic transmission (including by email), (ii) was uploaded by or on behalf of any other Party, or its Representatives, to an electronic data room maintained in connection with the transactions contemplated hereby and to which such Party (or its Representatives) had access, as of forty-eight (48) hours prior to the Execution Date, or (iii) is publicly available in the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) database.

Section 8.03 Survival of Provisions. The representations and warranties set forth in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 3.11, Section 3.13, Section 3.14, Section 4.01, Section 4.02, Section 4.04, Section 4.05(a), Section 4.05(b), Section 4.05(e) and Section 4.07 hereunder shall survive the execution and delivery of this Agreement indefinitely; the representations and warranties set forth in Section 3.22 and Section 4.12 hereunder shall survive the execution and delivery of this Agreement until thirty (30) days following the expiration of the applicable statute of limitations; and the other representations and warranties set forth herein shall survive for a period of twelve (12) months following the Initial Closing Date, as applicable, regardless of any investigation made by or on behalf of the Company, NEP, or the Purchasers. The covenants made in this Agreement or any other Transaction Document shall survive the Initial Closing and remain operative and in full force and effect regardless of acceptance of any of the Purchased Units and payment therefor and repayment, exchange, or repurchase thereof.

Section 8.04 No Waiver: Modifications in Writing.

(a)Delay. No failure or delay on the part of any Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a Party at law or in equity or otherwise.

(b)Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification, or termination of any provision of any Transaction Document (except in the case of the A&R LLC Agreement, for amendments adopted pursuant to the terms thereof) shall be effective unless signed by each of the parties thereto affected by such amendment, waiver, consent, modification, or termination; provided that Section 7.02(c), this Section 8.04, Section 8.10, Section 8.11, Section 8.12, Section 8.13, and Section 8.14 (and the related definitions of this Agreement) as they relate to the Financing Parties may not be amended, modified, or supplemented in a manner that is materially adverse to any Financing Party without the prior written consent of such Financing Party (which shall not be unreasonably withheld, conditioned, or delayed). Any amendment, supplement, or modification of or to any provision of any Transaction Document, any waiver of any provision of any Transaction Document, and any consent to any departure by the Company and NEP from the terms of any provision of any Transaction Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on NEP or the Company in any case shall entitle NEP or the

Company to any other or further notice or demand in similar or other circumstances. Any investigation by or on behalf of any Party shall not be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant, or agreement contained herein.

Section 8.05 Binding Effect. This Agreement shall be binding upon the Company, NEP, each of the Purchasers, and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Parties and their respective successors and permitted assigns.

Section 8.06 Non-Disclosure.

(a)This Agreement shall not affect any of the terms or provisions of the Confidentiality Agreement. The Confidentiality Agreement shall continue in full force and effect, pursuant to the terms and conditions thereof, until terminated in accordance with the terms thereof. Each Class B Purchaser and their respective Agents (as defined in the Confidentiality Agreement) shall keep the Confidential Information (as defined in the Confidentiality Agreement) confidential in accordance with, and subject to the terms and conditions of, the Confidentiality Agreement.

(b)Other than in filings made by NEP with the Commission or the NYSE, the Company, NEP, and any of their respective Representatives may disclose the identity of, or any other information concerning, the Purchasers or any of their respective Affiliates only after providing the Purchasers a reasonable opportunity to review and comment on such disclosure (with such comments being incorporated or reflected, to the extent reasonable, in any such disclosure); provided, however, that nothing in this Section 8.06 shall delay any required filing or other disclosure with NYSE or any Governmental Authority or otherwise hinder either the Company’s or NEP’s or their respective Representatives’ ability to timely comply with all Laws or rules and regulations of NYSE or other Governmental Authority. Notwithstanding anything to the contrary in this Section 8.06, each of the Company and NEP may disclose in any manner it determines appropriate the terms and conditions of the transactions contemplated hereby and the Purchased Units, Issued NEP Non-Voting Units, and Conversion Units.

(c)Notwithstanding anything to the contrary in this Section 8.06, each Party agrees that each other Party hereto may (i) publicize its ownership in the Company, as well as the identity of the Company and the size of its investment and its pricing terms with respect to the Membership Interests, on its internet site or in marketing materials, press releases, published “tombstone” announcements, or any other print or electronic medium; and (ii) display the Company’s or NEP’s corporate logo in conjunction with any such reference; provided, however, a Purchaser may take the actions described in this Section 8.06(c) only after providing the Company and NEP with a reasonable opportunity to review and comment on such disclosure (with such comments being incorporated or reflected, to the extent reasonable, in any such communication); provided, further, that such review and comment shall not be required with respect to communications with prospective or existing limited partners of the funds affiliated with the Class B Purchasers (to the extent permitted by the Confidentiality Agreement); provided that such prospective or existing limited partner has agreed in writing to keep such information confidential on terms no less favorable in any material respect than those set forth in the Confidentiality Agreement.

Section 8.07 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by email (a copy of which may also be delivered by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery, other electronic transmission, or personal delivery) to the following addresses:

(a)If to the Purchasers, to the addresses set forth on Schedule A.

(b)If to the Company, to:

NEP Renewables III, LLC
c/o NextEra Energy Partners, LP
000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Treasurer and Xxxxxxx Xxxxxx;
Senior Attorney – Xxxxxx Xxxxxx, Esq.
E-mail: Xxxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx;
E-mail: Xxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx

with a copy (which shall not constitute effective notice) to:

Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Land
E-mail: Xxxxxxx.Xxxx@xxxxxxx.xxx

(c)If to NEP, to:

NextEra Energy Partners, LP
000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Treasurer and Xxxxxxx Xxxxxx;
Senior Attorney – Xxxxxx Xxxxxx, Esq.
E-mail: Xxxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx;
E-mail: Xxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx

with a copy (which shall not constitute effective notice) to:

Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Land
E-mail: Xxxxxxx.Xxxx@xxxxxxx.xxx

or to such other address as the Company, NEP or the Purchasers may designate in writing. Unless otherwise set forth herein, any notice, request, instruction or other document to be given, provided or furnished hereunder by any Party to the other Party shall be deemed duly given, provided or furnished (a) upon delivery, when delivered personally, (b) upon delivery when sent

by overnight courier or when sent by email, or (c) upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 8.08 Removal of Legend. In connection with a sale of Conversion Units by a Class B Purchaser in reliance on Rule 144 promulgated under the Securities Act, such Class B Purchaser or its broker shall deliver to NEP a broker representation letter providing to NEP any information NEP deems necessary to determine that the sale of such Conversion Units is made in compliance with Rule 144 promulgated under the Securities Act, including, as may be appropriate, a certification that the Purchaser is not an Affiliate of NEP (as defined in Rule 144 promulgated under the Securities Act) and a certification as to the length of time the such units have been held (taking into account any applicable tacking periods under Rule 144). Upon receipt of such representation letter, NEP shall promptly remove the notation of a restrictive legend in such Purchaser’s book-entry account maintained by NEP, including the legend referred to in Section 4.05(d), and NEP shall bear all costs associated with the removal of such legend in NEP’s books. At such time as the Conversion Units have been sold pursuant to an effective registration statement under the Securities Act or have been held by any Purchaser for more than one (1) year where such Purchaser is not, and has not been in the preceding three (3) months, an Affiliate of NEP (as defined in Rule 144 promulgated under the Securities Act), if the book-entry account of such Purchaser still bears the notation of the restrictive legend referred to in Section 4.05(d), NEP agrees, upon request of the Purchaser or its permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 4.05(d), and NEP shall bear all costs associated with the removal of such legend in the books of NEP regardless of whether the request is made in connection with a sale or otherwise, so long as such Purchaser or its permitted assignee provides to NEP any information NEP deems reasonably necessary to determine that the legend is no longer required under the Securities Act or applicable state Laws, including (if there is no such registration statement) a certification that the holder is not an Affiliate of NEP (as defined in Rule 144 promulgated under the Securities Act), a covenant to inform the Company or NEP if it should thereafter become an affiliate (as defined in Rule 144 promulgated under the Securities Act) and to consent to the notation of an appropriate restriction, and a certification as to the length of time such units have been held. NEP shall cooperate with each Purchaser to effect the removal of the legend referred to in Section 4.05(d) at any time such legend is no longer appropriate.

Section 8.09 Entire Agreement. This Agreement, the other Transaction Documents, the Confidentiality Agreement, and the other agreements and documents referred to herein are intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties, or undertakings, other than those set forth or referred to in this Agreement, the other Transaction Documents, or the Confidentiality Agreement with respect to the rights granted by the Company or NEP or any of their respective Affiliates or the Purchasers or any of their respective Affiliates. This Agreement, the other Transaction Documents, the Confidentiality Agreement, and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings among the Parties with respect to such subject matter.

Section 8.10 Governing Law: Submission to Jurisdiction.

(a)This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement (including any claim or cause of action

based upon, arising out of, or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the Laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any Party relating to the foregoing shall be brought in the Court of Chancery of the State of Delaware, or if such court lacks jurisdiction, any federal or state court of competent jurisdiction located within the State of Delaware, and the Parties hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(b)Without limitation of the foregoing and notwithstanding anything to the contrary contained in this Agreement, each of the Parties: (i) agrees that it will not bring or support any Person in any claims or causes of action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Financing Parties in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Financing Definitive Agreements or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York, (ii) agrees that, except as specifically set forth in the Financing Definitive Agreements, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing Parties in any way relating to the Financing Definitive Agreements or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction, and (iii) hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Financing Definitive Agreements or the performance thereof or the financings contemplated thereby. Each of the Parties agrees that it will not, and will not permit its Affiliates to, bring or support any claim against any of the Financing Parties in any way related to this Agreement or the transactions contemplated hereby in any forum other than the forum contemplated by this Section 8.10(b).

Section 8.11 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, INCLUDING IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM AGAINST ANY FINANCING PARTY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS

AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 8.12 Exclusive Remedy