MEMBERSHIP INTEREST PURCHASE AGREEMENT among NEP RENEWABLES II, LLC, NEXTERA ENERGY PARTNERS, LP, NEP RENEWABLES HOLDINGS II, LLC, and THE CLASS B PURCHASERS PARTY HERETO March 4, 2019

Exhibit 2.3

MEMBERSHIP INTEREST PURCHASE AGREEMENT

among

NEP RENEWABLES II, LLC,

NEXTERA ENERGY PARTNERS, LP,

NEP RENEWABLES HOLDINGS II, LLC,

and

THE CLASS B PURCHASERS PARTY HERETO

March 4, 2019



TABLE OF CONTENTS

ARTICLE I DEFINITIONS

Section 1.01	Definitions	2
Section 1.02	Accounting Procedures and Interpretation	13

ARTICLE II AGREEMENT TO SELL AND PURCHASE

Section 2.01	Sale and Purchase	14
Section 2.02	Closing	15
Section 2.03	Mutual Conditions	15
Section 2.04	Conditions to the Purchasers’ Obligations	16
Section 2.05	Conditions to the Company’s Obligations	18
Section 2.06	Conditions to NEP’s Obligations	18
Section 2.07	Deliveries at the Closing	19
Section 2.08	Further Assurances	21
Section 2.09	Withholding	21
Section 2.10	Transaction Tax Treatment	21

ARTICLE III REPRESENTATIONS AND WARRANTIES RELATED TO THE COMPANY AND NEP

Section 3.01	Existence	22
Section 3.02	Capitalization and Valid Issuance of Units	22
Section 3.03	Ownership of the Class A Purchaser	23
Section 3.04	Indebtedness; Liabilities	23
Section 3.05	Formation	24
Section 3.06	No Material Adverse Change	24
Section 3.07	No Registration Required	24
Section 3.08	No Restrictions or Registration Rights	24
Section 3.09	Litigation	24
Section 3.10	No Conflicts	25
Section 3.11	Authority; Enforceability	25
Section 3.12	Approvals	26
Section 3.13	Investment Company Status	26
Section 3.14	Certain Fees	26
Section 3.15	Listing and Maintenance Requirements	26
Section 3.16	Form S-3 Eligibility	26
Section 3.17	No Side Agreements	26
Section 3.18	Affiliate Contracts and Support Obligations	27
Section 3.19	Anti-Corruption	27
Section 3.20	Money Laundering Laws	27
Section 3.21	Sanctions	27

i



Section 3.22	Tax	28
Section 3.23	No Other Representations	28

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Section 4.01	Existence	28
Section 4.02	Authorization, Enforceability	28
Section 4.03	No Breach	29
Section 4.04	Certain Fees	29
Section 4.05	Unregistered Securities	29
Section 4.06	Sufficient Funds	31
Section 4.07	Title to Class B Purchased Units	32
Section 4.08	No Side Agreements	32
Section 4.09	Anti-Corruption	33
Section 4.10	Money-Laundering Laws	33
Section 4.11	Sanctions	33
Section 4.12	Acknowledgements by the Purchasers	33
Section 4.13	No Other Representations	34

ARTICLE V COVENANTS

Section 5.01	Conduct of Business	34
Section 5.02	Listing of Units	35
Section 5.03	Cooperation; Further Assurances	35
Section 5.04	Class B Purchaser Financing	35
Section 5.05	Asset Purchase Agreement; Contribution Agreement; Interim Operations	39
Section 5.06	Change of Control	41

ARTICLE VI INDEMNIFICATION

Section 6.01	Indemnification by the Class A Purchaser and NEP	41
Section 6.02	Indemnification by the Purchasers	43
Section 6.03	Indemnification Procedure	44
Section 6.04	Tax Characterization	45

ARTICLE VII TERMINATION

Section 7.01	Termination	45
Section 7.02	Certain Effects of Termination	45
Section 7.03	Termination Fee	46

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ARTICLE VIII MISCELLANEOUS

Section 8.01	Expenses	47
Section 8.02	Interpretation	47
Section 8.03	Survival of Provisions	48
Section 8.04	No Waiver: Modifications in Writing	48
Section 8.05	Binding Effect	49
Section 8.06	Xxx-Xxxxxxxxxx	00
Section 8.07	Communications	50
Section 8.08	Removal of Legend	51
Section 8.09	Entire Agreement	52
Section 8.10	Governing Law: Submission to Jurisdiction	52
Section 8.11	Waiver of Jury Trial	53
Section 8.12	Exclusive Remedy	53
Section 8.13	No Recourse Against Others	55
Section 8.14	No Third-Party Beneficiaries	55
Section 8.15	Appointment of Class B Purchaser Representative	56
Section 8.16	Execution in Counterparts	57



SCHEDULES:

A –	Purchaser Allocations
B –	Acquired Assets and Contributed Assets
C –	Knowledge Parties
D –	NEP Subsidiaries
E –	Governmental Authorizations
F –	Consents
G –	Affiliate Contracts, Support Obligations
H –	Interim Operations



EXHIBITS:

A –	Form of A&R LLC Agreement
B –	Form of Amended NEP Partnership Agreement
C –	Form of Registration Rights Agreement
D –	Form of Build Out Agreement
E –	Form of Contribution Agreement
F –	Form Issuer Agreement



iii

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement, dated as of March 4, 2019 (this “Agreement”), is entered into by and among NEP Renewables II, LLC, a Delaware limited liability company (the “Company”), NEP Renewables Holdings II, LLC, a Delaware limited liability company (the “Class A Purchaser”), the Class B Purchasers set forth in Schedule A hereto, including Nitrogen TL Borrower LLC, a Delaware limited liability company, as a Class B Purchaser and as the Class B Purchaser Representative (the “Class B Purchaser Representative”), and NextEra Energy Partners, LP, a Delaware limited partnership (“NEP”), solely to the extent of the NEP Obligations.

WHEREAS, the Company was formed by the Class A Purchaser as a single member limited liability company under the laws of the State of Delaware, pursuant to the limited liability company agreement of the Company, effective as of February 26, 2019, by the Class A Purchaser, as sole member ( the “Initial LLC Agreement”);

WHEREAS, prior to the Closing, NextEra Energy Partners Acquisitions, LLC, a Delaware limited liability company and indirect Subsidiary of NEP (“NEP Acquisitions”), shall have acquired the Acquired Assets (as defined below) pursuant to the Asset Purchase Agreement (as defined below) and contributed such Acquired Assets to the Class A Purchaser, and the Class A Purchaser shall have, pursuant to the Contribution Agreement, contributed to the Company all such Acquired Assets and all of the Contributed Assets (as defined below);

WHEREAS, at the Closing (as defined below), (i) the Initial LLC Agreement shall be 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”), and, in conjunction therewith, the Company desires to issue and sell to the Class A Purchaser, and the Class A Purchaser desires to purchase from the Company, the Class A Purchased Units (as defined below) and the Class B Purchased Units (as defined below) in exchange for the Class A Purchaser’s contribution of the Assets (as defined below) to the Company, on the terms and subject to the conditions set forth in this Agreement; (ii) immediately after such issuance and sale of the Class A Purchased Units and the Class B Purchased Units to the Class A Purchaser, the Class A Purchaser desires to sell, transfer, assign, and deliver to the Class B Purchasers, and the Class B Purchasers desire to purchase from the Class A Purchaser, all right, title, and interest of the Class A Purchaser to such Class B Purchased Units, in exchange for payment of the Class B Purchase Price (as defined below) by the Class B Purchaser to the Class A Purchaser, on the terms and subject to the conditions set forth in this Agreement (such transfer of the Class B Purchased Units to the Class B Purchasers, the “Class B Units Sale”); and (iii) immediately following the Class B Units Sale, each of the Class B Purchasers will be admitted as a Class B Member of the Company; and

WHEREAS, on the date hereof, Sponsor has entered into a certain limited guaranty in favor of the Class A Purchaser (the “Limited Guaranty”), guaranteeing certain obligations of Purchaser set forth in Section 7.03 of this Agreement.

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

Sections 1.01 Definitions. As used in this Agreement, the following terms have the meanings indicated:

“2014 Registration Rights Agreement” means that certain Registration Rights Agreement by and between NEP and NextEra Energy, Inc., dated as of July 1, 2014.

“2017 Registration Rights Agreement” means that certain Registration Rights Agreement by and among NEP and the purchasers named on Schedule A thereto, dated as of November 15, 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 Amendment to Asset Purchase Agreement” means the Amendment to the Amended and Restated Purchase and Sale Agreement ((2019) Projects), dated as of March 4, 2019, by and between NEP Acquisitions and Sellco.

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

“Acquired Asset Tax Equity Interests” has the meaning set forth in Section 2.01(b).

“Acquired Assets” means those limited liability company entities specified in Item (a) of Schedule B hereto and in the introductory paragraphs of Items (b) and (c) of Section I of Schedule B hereto, which shall be acquired by NEP Acquisitions from Sellco or an assignee of Sellco pursuant to the Asset Purchase Agreement.

“Acquired Project Companies” means those entities listed in Items (a), (b), and (c) of Section I of Schedule B under the heading “Owner.”

“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 in question. As used herein, the term “control” means the possession, direct or indirect, 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 the avoidance of doubt, for purposes of this Agreement, (a) NEP and its Subsidiaries, on the one hand, and any Class B Purchaser, on the other, shall not be considered Affiliates and (b) any fund or account managed, advised or subadvised, directly or indirectly, by a Purchaser or its Affiliates shall be considered an Affiliate of such Purchaser.

“Affiliate Contract” means any 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.

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

“Amended NEP Partnership Agreement” means the NEP Partnership Agreement, as shall be amended by the NEP LPA Amendment, and as may be further amended from time to time in accordance with the terms thereof.

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

“APA Closing Purchase Price” means the “Closing Purchase Price,” as that term is defined and used in the Asset Purchase Agreement.

“Asset Purchase Agreement” means that certain Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016, by and between NEP Acquisitions and Sellco, as theretofore amended from time to time, and as amended by the 2019 Amendment to Asset Purchase Agreement.

“Assets” means the Acquired Assets and the Contributed Assets.

“Assignment of Asset Purchase Agreement” means that certain Assignment of Amended and Restated Purchase and Sale Agreement, by and between NEP Acquisitions and the Class A Purchaser, which shall be entered into and effective prior to the Closing.

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

“Blocker Subsidiary” means any Delaware limited liability company to be formed as a wholly-owned Subsidiary of the Company prior to Closing to acquire interests in either Rosmar Holdings, LLC or Silver State South Solar, LLC pursuant to the Asset Purchase Agreement and that will make an election to be treated as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3 on the day immediately preceding the Closing Date.

“Build Out Agreement” means that certain Build-Out Agreement to be entered into at the closing of the Asset Purchase Agreement by and between NextEra Energy Resources, LLC, a Delaware limited liability company and the Company, substantially in the form attached hereto as Exhibit D.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of Delaware are closed.

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

“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 five hundred fifty-seven million U.S. dollars ($557,000,000.00), as such amount may be adjusted upward or downward at or prior to Closing to reflect (a) with respect to the Acquired Assets, the amount of the Estimated Working Capital (as such term is defined and used in the Asset Purchase Agreement, and which will exclude, for the avoidance of doubt, any Excluded Items (as such term is defined and used in the Asset Purchase Agreement)) used to determine the APA Closing Purchase Price and (b) with respect to the Contributed Assets, the Contributed Assets EWC.

“Class A Purchased Units” means the number of Class A Units set forth opposite the Class A Purchaser’s name on Schedule A hereto under the column entitled “Purchased Units.”

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

“Class A Purchaser Related Parties” has the meaning specified in Section 6.01.

“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 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 amount equal to nine hundred million U.S. dollars ($900,000,000.00).

“Class B Purchased Units” means, (a) prior to the Class B Units Sale, with respect to the Class A Purchaser, the number of Class B Units set forth opposite the Class A Purchaser’s name on Section I of Schedule A under the column entitled “Purchased Units,” and (b)after the Class B Units Sale, with respect to each Class B Purchaser, the number of Class B Units set forth opposite such Class B Purchaser’s name on Section II of Schedule A under the column entitled “Purchased Units,” and, collectively, the aggregate number of all Class B Units set forth on Section II of Schedule A hereto.

“Class B Purchaser” means Nitrogen TL Borrower LLC, a Delaware limited liability company, and each of its Affiliates set forth on Schedule A hereto prior to the Closing in accordance with Section 2.01(d) hereof.

“Class B Purchaser Related Parties” has the meaning specified in Section 6.01.

“Class B Purchaser Representative” means Nitrogen TL Borrower LLC, a Delaware limited liability company, in its capacity as Class B Purchaser Representative under this Agreement.

“Class B Purchasers” means, collectively, the Purchasers of Class B Units listed on Section II of Schedule A hereto.

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

“Closing” means the consummation of the purchase and sale of the Purchased Units.

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

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

“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, and NEP.

“Confidentiality Agreement” means that certain Confidentiality Agreement, dated October 15, 2018, entered into in connection with the transactions contemplated hereby by NextEra Energy Resources, LLC and NEP, on the one hand, and Kohlberg Kravis Xxxxxxx & Co., L.P., on the other hand, as may be amended from time to time.

“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 Series A Preferred Units, or any further approval of the Class A Purchaser or any of its Affiliates.

“Contract” means any 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.

“Contributed Assets” means those limited liability company interests specified in Section II of Schedule B hereto, which shall be contributed by the Class A Purchaser to the Company.

“Contributed Assets EWC” means the amount of Estimated Working Capital (as such term is defined and used in the Contribution Agreement) used to determine the Contribution Amount.

“Contributed Project Companies” means those entities listed in Section II of Schedule B hereto under the heading “Owner.”

“Contribution Agreement” means that certain Contribution Agreement to be entered into prior to the Closing on the Closing Date or within the three (3) Business Days immediately preceding the Closing Date, by and among NextEra Energy Operating Partners, LP, the Class A Purchaser and the Company, substantially in the form attached hereto as Exhibit E.

“Contribution Amount” means the “Final Contribution Amount,” as that term is defined and used in the Contribution Agreement.

“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 Amended NEP Partnership Agreement.

“Credit Agreement” means the fully executed credit agreement, dated as of the date hereof among the Class B Purchaser, Nitrogen TL Parent LLC, the lenders party thereto, and Citibank, N.A., as administrative agent, as may be amended, amended and restated, supplemented, or otherwise modified in accordance with Section 5.04(a).

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

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

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

“Drop-Dead Date” means July 31, 2019.

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

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

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

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

“FERC” means the Federal Energy Regulatory Commission, or its successor.

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

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

“Financing Definitive Agreements” has the meaning specified 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.

“Form Issuer Agreement” means the form of issuer agreement attached hereto as Exhibit F.

“Fraud” means 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 hereto who committed a Fraud shall be responsible for such Fraud and only to the party alleged to have suffered from such alleged Fraud.

“GAAP” means generally accepted accounting principles in the United States of America as of the date hereof; 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.

“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 specified in Section 6.03(b).

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

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

“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 Amended NEP Partnership Agreement.

“Issuer Agreement” means that certain Issuer Agreement, dated as of the date hereof, by and among NEP, the Class B Purchaser, and the lenders party thereto, as amended, restated, or otherwise modified from time to time in accordance with the terms thereof.

“Knowledge” means, with respect to each of the Company, the Class A Purchaser, and NEP, the actual knowledge of those individuals listed on Schedule C(1), in their capacity as employees of NextEra Energy Resources, LLC, and, with respect to the Class B Purchasers, the actual knowledge of those individuals listed on Schedule C(2).

“Law” means any federal, state, local, or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule, or regulation.

“Lien” means any mortgage, pledge, lien (statutory or otherwise), encumbrance, security interest, security agreement, conditional sale, trust receipt, charge, or claim, or a lease, consignment, or bailment, preference, or priority, assessment, deed of trust, easement, servitude, or other encumbrance upon or with respect to any property of any kind.

“Limited Guaranty” has the meaning set forth in the recitals to this Agreement.

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

“Margin Loan Credit Agreement” means that certain Margin Loan Agreement, dated as of the date hereof, among Nitrogen ML Borrower LLC, as Borrower, Citibank, N.A., as administrative agent, and the lenders party thereto and the other lending institutions that may become a party thereto from time to time, as amended, restated, or otherwise modified from time to time in accordance with the terms thereof.

“Margin Loan Financing” means a debt financing obtained by the Class B Purchasers or any of their Affiliates party thereto as of the date hereof, pursuant to which such Class B Purchasers or their Affiliates have pledged NEP Non-Voting Units issued to such Class B Purchasers or their Affiliates and NEP Common Units received upon conversion thereof.

“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 NEP and its Subsidiaries, taken as a whole, on the one hand, or the Company and its Subsidiaries, taken as a whole, on the other hand or (b) the ability of any of the Company Entities, as applicable, 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) a general deterioration in the economy or changes in the general state of the markets or industries in which any one of the Company Entities operates (including, for the avoidance of doubt, adverse changes (A) in commodity prices, (B) in capital spending by participants or their customers in the renewable energy or natural gas energy sector, and (C) otherwise associated with changes in the renewable or natural gas energy sector and the resulting effect on NEP and its Subsidiaries, taken as a whole, on the one hand, or the Company and its Subsidiaries, taken as a whole, on the other hand), except, with respect to this clause (i), to the extent that NEP and its Subsidiaries, taken as a whole, on the one hand, or the Company and its Subsidiaries, taken as a whole, on the other hand, are adversely affected in a disproportionate manner as compared to other industry participants, (ii) any deterioration in the condition of the capital markets or any inability on the part of the Company Entities to access the capital markets, (iii) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency, acts of war (whether or not declared) or the occurrence of any other calamity or crisis, including acts of terrorism, hurricane, flood, tornado, earthquake or other natural disaster, (iv) any change in accounting requirements or principles imposed upon the Company Entities or their respective businesses or any change in applicable Law, or the interpretation thereof, (v) 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), (vi) 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), (vii) 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), or (viii) the bankruptcy cases of PG&E Corporation and its Affiliate, Pacific Gas and Electric Company, that is jointly administered in the United States Bankruptcy Court for the Northern District of California under case number 19-30088, together with all related adversary actions, suits, claims, and proceedings, including to the extent the foregoing may be an

underlying cause of any other change, event, or effect described in any of clauses (vi), (vi), or (vii) hereof.

“Membership Interests” means the Company’s Membership Interests, including Class A Units and Class B Units, as more fully described in the A&R LLC Agreement.

“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.

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

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

“NEP Acquisitions” has the meaning specified in the recitals to this Agreement.

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

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

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

“NEP LPA Amendment” means an amendment to the NEP Partnership Agreement, substantially in the form attached hereto as Exhibit B, providing for the conversion of any Issued NEP Non-Voting Units into Conversion Units.

“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 Amended NEP Partnership Agreement, automatically convert into one Conversion Unit upon the terms of and subject to the conditions set forth in the Amended NEP Partnership Agreement.

“NEP Obligations” means the obligations of NEP specifically contained in Sections 2.01, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 5.01, 5.02, 5.03, 5.04, 5.05(d), 5.05(e), 5.05(f), 6.01, 6.02, 6.03, 7.01, 7.02, and 7.03(b), Article III, and Article VIII.

“NEP Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of NEP, dated as of December 21, 2018, as amended from time to time in accordance with the terms thereof.

“NEP Related Parties” has the meaning specified in Section 6.02.

“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 listed on Schedule D attached hereto.

“Notice of Closing” has the meaning specified in Section 2.02(a).

“NYSE” means the New York Stock Exchange.

“Organizational Documents” means, as applicable, an entity’s agreement of limited partnership, certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or articles of incorporation, bylaws, or other similar organizational documents.

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

“Permitted Lien” means, with respect to equity interests in any Person, any lien, encumbrance, claim, or restriction (including transfer restrictions) arising under any applicable federal or state securities Law or under any applicable limited liability company agreement or other governing or organizational documents of such Person.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government, or any agency, instrumentality, or political subdivision thereof, or any other form of entity.

“Pro Rata Share” means, with respect to each Class B Purchaser, the percentage set forth opposite the name of such Class B Purchaser on Section II of Schedule A hereto under the column entitled “Pro Rata Share.”

“Project Companies” means, collectively, the Acquired Project Companies and the Contributed Project Companies.

“Purchased Units” means, with respect to each Purchaser, the Class A Units or Class B Units, as applicable, to be purchased by such Purchaser pursuant to this Agreement and, collectively, all of the Class A Purchased Units and the Class B Purchased Units.

“Purchaser Related Parties” has the meaning specified in Section 6.01.

“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.

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

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

“ROFR Agreement” means that certain Right of First Refusal Agreement, by and among NEP, NextEra Energy Operating Partners, LP and NextEra Energy Resources, LLC, dated as of August 4, 2017, as may be amended, restated or otherwise modified from time to time.

“Sanctioned Person” means at any time any Person: (i) listed on any Sanctions-related list of designated or blocked Persons; (ii) resident in or organized under the laws of a country or territory that is the subject of comprehensive restrictive Sanctions (which includes, as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region); or (iii) majority-owned (in the aggregate) or controlled by any of the foregoing.

“Sanctions” means, collectively, the sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, or other relevant comprehensive economic sanctions authority.

“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.

“Series A Preferred Units” has the meaning set forth for such term in the NEP Partnership Agreement.

“Sponsor” means KKR Global Infrastructure Investors III L.P., a limited partnership organized under the Laws of the Cayman Islands.

“Subsidiary” means, as to any Person, any corporation or other entity 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 manager thereof; (b) at least a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity 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; or (c) any corporation or other entity as to which such Person consolidates for accounting purposes; provided that, notwithstanding anything to the contrary herein, all of the entities whose equity interests were indirectly acquired pursuant to the Asset Purchase Agreement or the Contribution Agreement, in whole or in part, shall be deemed to be Subsidiaries of the Company.

“Support Obligations” means all guaranties, letters of credit, bonds, collateral, or other credit support provided by NEP, its Affiliates, or any of their respective Subsidiaries (other than a Company Entity) on behalf of any Company Entity.

“Tax” 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 Return” means any return (including any information return, declaration or statement) and any schedule, exhibit or attachment thereto, filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, claim for refund or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law relating to any Tax.

“Termination Fee” means an amount equal to twenty million U.S. dollars ($20,000,000.00).

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

“Total Purchase Price” means the sum of the Class A Purchase Price and the Class B Purchase Price.

“Transaction Documents” means, collectively, this Agreement, the Registration Rights Agreement, the A&R LLC Agreement, and any and all other agreements or instruments executed and delivered to the Purchasers by the Company or NEP hereunder or thereunder, 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.

“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.

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 Project Companies and the Contributed Project Companies and certificates and reports as to financial matters required to be furnished to the 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 SELL AND PURCHASE

Section 2.01 Sale and Purchase.

(a) Prior to the Closing, (i) NEP shall cause NEP Acquisitions and its Subsidiaries to contribute the Contributed Assets to the Company pursuant to the Contribution Agreement; and (ii) all Indebtedness to which the Contributed Assets (or the respective assets of the Contributed Project Companies) are subject shall be repaid and all Liens on the Contributed Assets (or the respective assets of the Contributed Project Companies), other than Permitted Liens, shall be released.

(b) At the closing of the Asset Purchase Agreement, (i) NEP shall cause NEP Acquisitions to acquire all right, title, and interest in and to the Acquired Assets and shall consummate the transactions contemplated by the Asset Purchase Agreement, and (ii) NEP shall cause NEP Acquisitions to contribute the Acquired Assets to the Class A Purchaser, and the Class A Purchaser shall in turn contribute the Acquired Assets to the Company. Prior to the Closing, (y) all Indebtedness to which the Acquired Assets (or the respective assets of the Acquired Project Companies) are subject shall be repaid and all Liens on the Acquired Assets (or the respective assets of the Acquired Project Companies), other than Permitted Liens, shall be released, and (z) all equity interests in the Acquired Project Companies issued and outstanding and held by any Person other than NEP or one of its Affiliates (the “Acquired Asset Tax Equity Interests”) shall be purchased or redeemed.

(c) At the Closing, (i) the Initial LLC Agreement shall be amended and restated substantially in the form of the A&R LLC Agreement attached hereto as Exhibit A, (ii) all of the issued and outstanding limited liability company interests of the Company shall be cancelled and, in exchange therefor, the Company shall issue Membership Interests consisting of Class A Units and Class B Units and shall sell to the Class A Purchaser, in accordance with the terms of the A&R LLC Agreement, a number of Class A Units equal to the Class A Purchased Units listed in Section I of Schedule A opposite the Class A Purchaser’s name and a number of Class B Units equal to the Class B Purchased Units listed in Section I of Schedule A opposite the Class A Purchaser’s name; and (iii) immediately thereafter, at the Class B Units Sale, all right, title, and interest of the Class A Purchaser in and to such Class B Units, as identified opposite each Class B Purchaser’s name in Section II of Schedule A hereto, shall be transferred, assigned, and delivered to the Class B Purchasers in accordance with the terms of this Agreement in exchange for payment of the Class B Purchase Price to the Class A Purchaser.

(d) Notwithstanding anything herein to the contrary, prior to the Closing, a Purchaser may assign all or a portion of its rights and obligations hereunder to one or more Affiliates or Subsidiaries of such Purchaser, and each such Affiliate or Subsidiary shall be deemed to be a Purchaser hereunder and Schedule A shall be revised to reflect any changes resulting from such assignment; provided that the foregoing shall not relieve a 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 Closing.

(a) The 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 Closing”), following the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing) but which shall take place (A) no earlier than twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Closing (provided that the Closing shall not occur during the period beginning on June 15, 2019 and ending on June 30, 2019) 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 2.03, Section 2.04, Section 2.05, and Section 2.06 at the Closing.

(b) The parties hereto agree that the Company shall be required to deliver the Notice of Closing no later than twelve (12) Business Days prior to the Drop-Dead Date, and to the extent such Notice of Closing has not been delivered by such date, such Notice of Closing shall be deemed to have been given, and the Closing shall occur on the Drop-Dead Date, subject to the satisfaction or waiver of the conditions set forth in Section 2.03, Section 2.04, Section 2.05, and Section 2.06 on such date.

(c) The 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 Mutual Conditions. The respective obligations of the Company and each Purchaser to consummate the purchase and sale of the Purchased Units at the Closing, as well as all obligations of NEP at or after the Closing pursuant to this Agreement, shall be subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law):

(a) all Governmental Authorizations set forth in Schedule E 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 Asset Purchase Agreement shall have been satisfied or, subject to Section 5.05(a), waived by the parties thereto in accordance with the terms thereof, and the closing of the Asset Purchase Agreement shall have occurred prior to the Closing hereunder in accordance with the terms thereof and Section 2.01;

(d) 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; and

(e) 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.

Section 2.04 Conditions to the Purchasers’ Obligations.

(a) The obligation of the Class A Purchaser to consummate its purchase of Class A Purchased Units at the Closing shall be subject to the satisfaction on or prior to the 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):

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

(ii) each Class B Purchaser shall have satisfied, on or prior to the Closing 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 its purchase of Class B Purchased Units in the Class B Units Sale at the Closing shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by such Class B Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law):

(i) the representations and warranties of 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, 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, which, in each case, shall be true and correct in all respects) when made and as of the Closing Date (except that (y) representations and warranties made as of a specific date shall be required to be true and correct as of such date only and (z) the representation set forth in the last sentence of Section 3.22 shall be required to be true and correct when made and as of immediately before the Closing);

(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 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 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) the Margin Loan Credit Agreement shall be in full force and effect;

(viii) all Indebtedness outstanding immediately prior to the Closing to which the Assets (or the respective assets of the Project Companies) are subject shall have been repaid in full, and all Liens on the Assets (or the respective assets of the Project Companies) under such Indebtedness, other than Permitted Liens, shall have been released;

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

(x) the Company shall have delivered, or caused to be delivered, to the Purchaser the Company’s closing deliveries described in Section 2.07(a);

(xi) NEP shall have delivered, or caused to be delivered, to the Purchaser the closing deliveries of NEP described in Section 2.07(c);

(xii) the Class A Purchaser shall have delivered, or caused to be delivered, to the Company the Class A Purchaser’s closing deliveries described in Section 2.07(b);

(xiii) the Assignment of Asset Purchase Agreement shall be in full force and effect;

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

(xv) the Class A Purchaser and the Company shall have received an irrevocable waiver from XXXX of all rights of first offer and rights of first refusal under the ROFR Agreement with respect to (i) the Class B Units Sale and the other transactions contemplated by this Agreement and (ii) any exercise by the Class B Member Representative of its right to cause a Liquidity Event (including any related sale of assets and Membership Interests) pursuant to Section 7.09 of the A&R LLC Agreement.

Section 2.05 Conditions to the Company’s Obligations. The obligation of the Company to consummate the sale and issuance of the Purchased Units to the Class A Purchaser at the Closing shall be subject to the satisfaction on or prior to the Closing 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 Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only);

(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 Closing Date; and

(c) 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), as applicable.

Section 2.06 Conditions to NEP’s Obligations. The obligations of NEP to each Purchaser from and after the Closing pursuant to this Agreement shall be subject to the satisfaction on or prior to the 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):

(c) each Class B Purchaser shall have delivered, or caused to be delivered, to the Company, such Purchaser’s closing deliveries described in Section 2.07(b), as applicable.

Section 2.07 Deliveries at the Closing.

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

(i) a certificate of an officer of the Company, dated as of the Closing Date, certifying as to and attaching (A) the Certificate of Formation of the Company, (B) the Initial LLC Agreement, (C) resolutions authorizing the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, including the issuance of the 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;

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

(iii) an officer’s certificate of the Company, dated as of the 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

(iv) such other documents relating to the transactions contemplated by this Agreement as the Purchasers or their respective counsel may reasonably request.

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

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

(ii) a cross-receipt executed by the Class A Purchaser and delivered to the Class B Purchasers certifying as to the amount that it has received from each of the Class B Purchasers;

(iii) a cross-receipt executed by each of the Class B Purchasers and delivered to the Class A Purchaser certifying that it has received (A) from the Company, the amounts required to be paid at the Closing pursuant to Section 8.01, and (B) from the Class A Purchaser, the number of Class B Purchased Units to be received by such Class B Purchaser in connection with the Closing;

(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 each such Purchaser;

(v) a certificate of an authorized officer of each Class B Purchaser, dated as of the Closing Date, to the effect that the conditions set forth in Section 2.05(a) and Section 2.05(b) have been satisfied, and a certificate of an authorized officer of the Class A Purchaser, dated as of the 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;

(vi) for each Class B Purchaser, payment of such Class B Purchaser’s Pro Rata Share of the Class B Purchase Price payable by wire transfer of immediately available funds to an account designated in advance of the Closing Date by the Class A Purchaser; and

(vii) such other documents relating to the transactions contemplated by this Agreement as the Company or NEP or their respective counsel may reasonably request.

(c) Deliveries of NEP. At the 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 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 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) the NEP LPA Amendment, fully executed and effective in accordance with its terms;

(v) 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;

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

(vii) an officer’s certificate of NEP, dated as of the 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 NEP) have been satisfied;

(viii) (I) 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), and (II) 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 Closing Date, substantially in the form specified in Treasury Regulations Section 1.1445-2(b)(2)(iv), in the case of each of clauses (I) and (II), such delivery to be made (or caused by NEP to be made) to the relevant Class B Purchaser; and

(ix) such other documents relating to the transactions contemplated by this Agreement as the Class B Purchasers or their respective counsel may reasonably request.

Section 2.08 Further Assurances. From time to time after the date hereof, 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 2.09 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 2.10 Transaction Tax Treatment. The parties to this Agreement shall treat, for federal income Tax purposes (and, where applicable, for state, local and foreign income Tax purposes), the Class B Units Sale as a transaction described in Situation 1 of Revenue Ruling 99-5, 1999-1 CB 434. The parties to this Agreement 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).

ARTICLE III

REPRESENTATIONS AND WARRANTIES

RELATED TO THE COMPANY AND NEP

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 and its Subsidiaries, (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 and its Subsidiaries (other than any representations and warranties applicable to the Project Companies, Acquired Assets or Contributed Assets and 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 at the Closing, 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 and NEP LPA Amendment, once executed and delivered at the Closing, 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 Closing, 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, which, upon execution and delivery of the A&R LLC Agreement at the Closing will consist of the number of Class A Units and Class B Units listed in Section I of Schedule A hereto opposite the Class A Purchaser’s name, free and clear of all Liens, except for restrictions on transferability contained in the Delaware LLC Act, A&R LLC Agreement, and applicable state and federal securities Laws. Such Class A Units and Class B Units shall have been, immediately prior to the Closing, duly

authorized and validly issued in accordance with the A&R LLC Agreement 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 Closing Date, there will be no limited liability company interests of the Company issued or outstanding other than the Class A Units and the Class B Units.

(b) Except for any such preemptive rights that have been waived or will be waived prior to the Closing, there are no persons entitled to statutory, preemptive, or other similar contractual rights to subscribe for the Purchased Units; and, except for the 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.

(c) 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 Amended 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 Amended 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 Amended NEP Partnership Agreement or the Delaware LP Act.

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

Section 3.03 Ownership of the Class A Purchaser. NextEra Energy Partners Acquisitions, LLC is an indirect wholly owned subsidiary of NextEra Energy Operating Partners, LP and is the sole record and beneficial owner of all of the limited liability company interest in the Class A Purchaser, free and clear of all Liens (other than transfer restrictions under the limited liability company agreement of NextEra Energy Partners Acquisitions, LLC 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 date hereof, the Company has, and until the consummation of the transactions contemplated by the Asset Purchase 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 the Asset Purchase Agreement and obligations incurred in connection with the Company’s formation.

Section 3.05 Formation. The Company was formed for the transaction of any lawful business for which a limited liability company may be formed 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 Assets and any other assets acquired by the Company after the Closing in accordance with the A&R LLC Agreement, together with the liabilities related thereto, including pursuant to the Asset Purchase Agreement and any ancillary agreements executed in connection therewith, and the Company has not engaged in any business activities other than the foregoing and its formation activities. Prior to the consummation of the Closing, the Company will not have assets or properties other than the Acquired Assets, the Contributed Assets, and bank accounts.

Section 3.06 No Material Adverse Change. Since December 31, 2018, 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, the issuance and sale of the Purchased Units to such Purchaser 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 NEP LPA Amendment, the 2018 Registration Rights Agreement, the 2017 Registration Rights Agreement, the 2014 Registration Rights Agreement, or the NEP SEC Documents, (a) there are no restrictions upon the transfer of any Class B Purchased Units, Issued NEP Non-Voting Units, or Conversion Units, nor any restrictions on the voting of Class B Purchased Units or Conversion Units, and (b) neither the offering and sale of the 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 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 Purchased Units to the Class A Purchaser, the sale by the Class A Purchaser of the Class B Units to the Class B Purchaser, 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 (including, for the avoidance of doubt, the Asset Purchase Agreement), (c) any Material Contract (as that term is defined and used in the Asset Purchase Agreement), (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 at the Closing, and the Delaware LLC Act to issue, sell and deliver the Purchased Units 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 Amended NEP Partnership Agreement, upon execution and delivery of the NEP LPA Amendment at or prior to the Closing, 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 Amended 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 the authorization, issuance, sale, and delivery of the Purchased Units, the execution and delivery of the Transaction Documents, and 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 Amended NEP Partnership Agreement, shall have been validly taken at or prior to the Closing. 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 Amended NEP Partnership Agreement. Each of the Transaction Documents has been, or will be at the Closing, duly and validly authorized and has been or, with respect to the A&R LLC Agreement, the NEP LPA Amendment and the Transaction Documents to be delivered at the Closing, 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. Each of the Transaction Documents constitutes, or will constitute at the Closing, 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 Purchased Units by the Company, the sale by the Class A Purchaser of the Class B Purchased Units to the Class B Purchaser, 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 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 F hereto, (d) that have been, or prior to the Closing Date 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 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 Asset Purchase Agreement and the agreements and instruments contemplated thereby, and the Initial LLC Agreement.

Section 3.18 Affiliate Contracts and Support Obligations.

(a) Schedule G hereto sets forth a true and complete list of (i) all of the material Affiliate Contracts and (ii) all material Support Obligations, in each case with all amendments, modifications, and supplements thereto. 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 and each Support Obligation 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 such Affiliate Contracts.

(c) The Company has not received any notice that any Affiliate Contract is not in full force or effect or that any party to any of the Affiliate Contracts 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 Affiliate Contract. The Company has made available to Purchasers true and complete copies of all material Affiliate Contracts.

Section 3.19 Anti-Corruption. (a) 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 will not directly or indirectly use the proceeds of the sale of the Purchased Units, or lend, contribute, or otherwise make available such proceeds to any Subsidiary, joint venture partner, or other Person to fund or facilitate any activities of or business with any Sanctioned Person, or in any country or territory, that, at the time of such funding or facilitation, is the subject of Sanctions or in

any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor, or otherwise) of Sanctions. No action, suit, or proceeding by or before any Governmental Authority involving the Company Entities with respect to any 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 or any Blocker Subsidiary 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 or any Blocker Subsidiary (whether or not shown on such Tax Returns) have been timely paid. The Company is and has been since its formation a disregarded entity 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 or as expressly set forth in the Asset Purchase Agreement or the Contribution Agreement, 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 Purchased Units, or the 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 as follows; provided, however, that the representations and warranties set forth in Section 4.07 are made solely by the Class A Purchaser and the representations and warranties set forth in the second sentence of Section 4.01 and in Section 4.06 are made solely by the Class B Purchasers:

Section 4.01 Existence. Such Purchaser is duly organized and validly existing and in good standing under the Laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted. The Class B Purchasers engage in no other business than acquiring, owning, holding, selling, transferring, and financing the 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. The execution, delivery and performance of such Transaction

Documents by such Purchaser and the consummation by it of the transactions contemplated thereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of such Purchaser is required. Each of the Transaction Documents to which such Purchaser is a party has been duly executed and delivered by such Purchaser, where applicable, and constitutes 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, except for fees or commissions for which the Company and NEP are not 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.

(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 Amended 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 Amended 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 at least $600 million U.S. dollars ($600,000,000) at the 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 $319.75 million U.S. dollars ($319,750,000) at the Closing. The Equity Commitment Letter provides that each of the Company and NEP is a third party beneficiary thereof.

(b) As of the date of this Agreement, (i) each of the Credit Agreement, the Equity Commitment Letter, and the Issuer Agreement 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 date hereof, each of the Credit Agreement, the Equity Commitment Letter, and the Issuer Agreement constitutes a valid, binding, and enforceable obligation of the Class B Purchasers, and, to the Knowledge of the Class B Purchasers, each of the Credit Agreement and the Issuer 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 Closing Date. As of the date of

this Agreement, 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 date of this Agreement.

(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 Class B Purchase Price at the Closing and payment of all fees and expenses of the Class B Purchasers due and payable at the 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 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 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 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 Closing.

Section 4.07 Title to Class B Purchased Units. The Class A Purchaser will be, immediately prior to the Class B Units Sale, the record and beneficial owner of, and will have valid title to, the Class B Purchased Units listed on Section I of Schedule A opposite the Class A Purchaser’s name, free and clear of all Liens and restrictions on transfer, other than (a) restrictions on transfer under the A&R LLC Agreement and applicable state and federal securities Laws and (b) such Liens as arise under the Delaware LLC Act. At the time of the Class B Unit Sale, the Class A Purchaser will have the requisite right, title, power and authority to sell, assign, convey and transfer the Class B Purchased Units as provided in this Agreement, and, immediately following the Closing, the Class A Purchaser will convey to the Class B Purchasers good and valid title to the Class B Purchased Units, which will constitute all of the issued and outstanding Class B Units of the Company, free and clear of all Liens (other than restrictions on transfer under the A&R LLC Agreement and applicable state and federal securities Laws and such Liens as arise under the Delaware LLC Act or are created by such Class B Purchaser).

Section 4.08 No Side Agreements. Other than the Initial LLC Agreement and the Asset Purchase Agreement and the agreements and instruments contemplated thereby, 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 other than the Transaction Documents.

Section 4.09 Anti-Corruption. (a) 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 4.10 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 4.11 Sanctions. Such Purchaser and, to the Knowledge of such Purchaser, any Associated Person of such Purchaser is 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 Sanctions is pending or, to the Knowledge of such Purchaser, threatened.

Section 4.12 Acknowledgements by the Purchasers.

(a) Other than the representations and warranties expressly set forth in the Asset Purchase Agreement or the Contribution Agreement, 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 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) (i) 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 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 Assets to be acquired by the Company and have provided all materials relating to the acquisition of the Purchased Units and the 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 Assets, or otherwise relating to the transactions contemplated under this Agreement.

Section 4.13 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. During the period commencing on the date of this Agreement and ending on the Closing Date, each of the Company and 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 either the Company or NEP (as applicable), to the extent the Company or NEP, as applicable, believes in its sole discretion that such relationships are and continue to be beneficial to either the Company or NEP, as applicable, and their respective businesses; provided, however, that during such period, the Company or NEP, as applicable, shall, as promptly as practicable, provide written notice to the Purchasers regarding any material adverse developments in respect of the foregoing. Prior to the Closing, neither the Company nor NEP will (a) modify, amend, or waive in any material respect any provision of the Initial LLC Agreement (other than adoption of the A&R LLC Agreement at the Closing) or the NEP Partnership Agreement (other than in connection with the NEP LPA Amendment) 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 Class B Purchasers possessing the right to acquire not less than a majority of the Class B Purchased Units); (b) unless contemplated by this Agreement, and except (v) in connection with the consummation of the Asset Purchase Agreement or Contribution Agreement, (w) for the repurchase of Acquired Asset Tax Equity Interests, (x) for the repayment of Indebtedness to which the Assets (or the respective assets of the Project Companies) are subject, (y) those amended and restated limited liability company agreements of Acquired Project Companies listed in Schedule H hereto, and (z) and any other amendment to the Organizational Documents of any Acquired Project Company or Contributed Project Company (or parent or Subsidiary thereof) in connection with such repayment of Indebtedness or the repurchase of Acquired Asset Tax Equity Interests or the consummation of the transactions contemplated hereby (provided that any such amendment referred to in this clause (z) that adversely affects the Company or the Class B Units shall require the prior written consent of the Class B Purchaser Representative (on behalf of Class B Purchasers possessing the right to acquire not less than a majority of the Class B Purchased Units)), take any actions that would be prohibited by Section 6.03 or Section 6.04 of the A&R LLC Agreement, in accordance with the standards of conduct set forth therein, if the taking of such actions would have been prohibited without the requisite consent of the Class B Purchasers following the Closing; or (c) make, or permit to be made, with respect to the Company or any Acquired Project Company or Contributed Project Company (or any parent thereof), 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.

Section 5.02 Listing of Units. Prior to the Closing, NEP will use its commercially reasonable efforts to obtain approval for listing the Conversion Units, 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 with FERC, 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.

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 Closing Date, 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 and the Issuer Agreement, the “Financing Definitive Agreements”), (C) satisfying or causing to be waived on a timely basis (and, in any event, on or prior to Closing) all conditions to funding the Financing that are applicable to the Class B Purchasers, and to each Class B Purchaser, 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 Closing, (E) enforcing their rights under the Equity Commitment Letter and the Credit Agreement, and (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 Closing, but subject to the satisfaction or waiver of such conditions at the Closing), consummating the Financing at the Closing. The Class B Purchasers shall not amend, 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, amend and restate, replace, supplement, or otherwise modify or waive any of their rights under, the Financing Definitive Agreements, so long as any such amendment, 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 Closing Date of the Debt Financing as set forth in the Credit Agreement on the date hereof or otherwise modify the Financing Definitive Agreements in a manner that would, or would reasonably be likely to, prevent, impede, or delay the 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 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 Class B Purchase Price at the Closing and payment of all fees and expenses of the Class B Purchasers due and payable at the 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 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) providing to the Class B Purchasers and the Financing Parties as promptly as practicable after the date of this Agreement unaudited financial statements relating to the Assets for the fiscal year ended December 31, 2018, and, if available prior to the Closing, for the fiscal quarter ended March 31, 2019 (it being understood that such financial statements will be provided on a project basis and will not be audited or reviewed by any independent accounting firm), (ii) 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, (iii) 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 Assets, or NEP; (iv) obtaining the consents and authorizations of accountants and consultants for use of their reports in any materials related to the Debt Financing; (v) 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); (vi) having the Company acknowledge the pledge of the Class B Units and by facilitating the Financing Parties’ perfecting any security interest therein; provided that no such action shall be effective until the Closing, and (vii) at least five (5) Business Days prior to Closing (to the extent requested from the Company at least nine (9) Business Days prior to the anticipated Closing), provide 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 the Company and NEP shall not (A) be required to take any action that would or would reasonably be expected to cause any director, officer, employee or other representative of the Company or NEP to incur any personal liability, (B) be required to deliver any legal opinions or accountants’ cold comfort letters or reliance letters, (C) 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 (z) such information or document constitutes attorney work product, (D) be required to (y) pay any commitment or other fee or (z) incur any expense in connection with compliance with this Section 5.04, (E) have 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), (F) 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 (G) 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, unless, in the case of clauses (D), (E), and (F), the Class B Purchasers have agreed to reimburse, and have indemnified, the Company and NEP on terms reasonably acceptable to the Company and NEP with respect to such expenses.

(c) If requested by the Class B Purchasers or any of their Affiliates, following the 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 Margin Loan 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 date hereof, in each case, in the form of the Form Issuer Agreement, solely to the extent required in connection with (1) a refinancing of the Margin Loan Financing by the Class B Purchasers, (2) alternative financing to fund the payment of the 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, 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, (y) the parties to any Margin Loan Financing to make any reasonable and necessary amendments to the Credit Agreement or Issuer Agreement prior to a draw of any Margin Loan 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 Margin Loan 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 alternative financing shall be sufficient to pay, when added with the Equity Financing, the entire amount of the Class B Purchase Price on the Closing Date and all related fees and expenses of the Class B Purchasers due and payable at the 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 (subject to customary redaction of fees and flex provisions, but only to the extent relating exclusively to pricing terms) 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 Debt Financing 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 date hereof, 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 Asset Purchase Agreement; Contribution Agreement; Interim Operations.

(a) Neither the Company nor the Class A Purchaser will (i) terminate the Asset Purchase Agreement without the prior written consent of the Class B Purchaser Representative (on behalf of Class B Purchasers possessing the right to acquire not less than a majority of the Class B Purchased Units) 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 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 Asset Purchase Agreement 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 purchasers of the applicable Class B Purchased Units, in each case, without the prior written consent of the Class B Purchaser Representative (on behalf of Class B Purchasers possessing the right to acquire not less than a majority of the Class B Purchased Units).

(b) The Class A Purchaser shall be solely responsible for payment of the positive amount of any Post-Closing Working Capital Adjustment Payment and any Network

Upgrades Reimbursement (as each such term is defined and used in the Asset Purchase Agreement) and shall be exclusively entitled to receive any payments from Sellco in the event there is a negative Post-Closing Working Capital Adjustment Payment or any reduction in the APA Purchase Price as a result of any Casualty Value or Condemnation Value (as each such term is defined and used in the Asset Purchase Agreement). In the event that the Company receives any payments from Sellco in connection with any Post-Closing Working Capital Adjustment Payment or any payments in connection with any Network Upgrades Reimbursement, Casualty Value, or Condemnation Value, in each case, pursuant to the Asset Purchase Agreement, the Company shall promptly pay over all such amounts to the Class A Purchaser. For the avoidance of doubt, there shall be no adjustment after the Closing Date in respect of the Contributed Assets EWC, nor shall there be any payments by or to the Class A Purchaser or the Company in respect thereof nor any adjustment in respect thereof to the Class A Purchase Price.

(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 Asset Purchase Agreement and shall promptly provide notice when the Company or the Class A Purchaser, as applicable, becomes aware of any breach of the Asset Purchase Agreement.

(d) NEP shall cause the Class A Purchaser and NEP Acquisitions to enter into the Assignment of Asset Purchase Agreement prior to the 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 Asset Purchase Agreement as of the Closing Date.

(e) NEP and the Class A Purchaser shall cause the Company to enter into the Build Out Agreement at or prior to the 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 Build Out Agreement as of the Closing Date.

(f) The Class A Purchaser shall deliver to the Class B Purchaser Representative notice of the amount of the Contributed Assets EWC and the calculation thereof at least three (3) Business Days prior to the Closing Date. The Contributed Assets EWC shall be determined by the Class A Purchaser and the Company under the Contribution Agreement in good faith and consistent with industry standards and past practices.

(g) Without limiting any of the foregoing, any action or determination with respect to the Asset Purchase Agreement, the Assets, the Contributed Project Companies or the Acquired Project Companies (or the respective assets of the Project Companies) or otherwise that would require the consent of the Class B Purchasers under Section 6.03 or Section 6.04 of the A&R LLC Agreement, in accordance with the standards of conduct set forth therein, if such action or determination occurred following the Closing shall not be taken (and NEP shall cause its Affiliates not to take such actions or determinations) without first obtaining the consent of the Class B Purchaser Representative (on behalf of Class B Purchasers possessing the right to acquire not less than a majority of the Class B Purchased Units), except in connection with the consummation of the Asset Purchase Agreement or Contribution Agreement and except for (i) the repurchase of Acquired Asset Tax Equity Interests, (ii) the repayment of Indebtedness to

which the Assets (or the respective assets of the Project Companies) are subject, (iii) those amended and restated limited liability company agreements listed in Schedule H hereto, and (iv) any other amendment to the Organizational Documents of any Acquired Project Company or Contributed Project Company (or parent or Subsidiary thereof) in connection with such repayment of Indebtedness or repurchase of Acquired Asset Tax Equity Interests or the consummation of the transactions contemplated hereby to the extent such amendments referred to in this clause (iv) do not adversely affect the Company or the Class B Units in any material respect.

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 prior to the Closing, each Purchaser shall have the right for thirty (30) days thereafter 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.

ARTICLE VI

INDEMNIFICATION

Section 6.01 Indemnification by the Class A Purchaser and NEP.

(a) From and after consummation of the Class B Units Sale, (i) 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) 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 the Company and the Purchaser Related Parties, in each case, from costs, losses, liabilities, damages, or expenses 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 costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending, or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), 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, 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 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 Assets, the Asset Purchase Agreement, 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 the aggregate liability of NEP to the Class A Purchaser and 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 such Purchaser’s Class A Purchase Price or Pro Rata Share of the Class B Purchase Price, as applicable, and 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 aggregate of the Class B Purchase Price. 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.

Section 6.02 Indemnification by the Purchasers.

(a) From and after consummation of the Class B Units Sale, each 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 costs, losses, liabilities, damages, or expenses 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 costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending, or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), 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 Class A Purchase Price, and (B) the liability of a Class B Purchaser shall not be greater in amount than such Class B Purchaser’s Pro Rata Share of the Class B Purchase Price. 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.

Section 6.04 Tax Characterization. All indemnification payments under this Article VI shall be treated as adjustments to the applicable Purchaser’s Class A Purchase Price or Pro Rata Share of the Class B Purchase Price, as applicable, for all Tax purposes, except as otherwise required by applicable Law.

ARTICLE VII

TERMINATION

Section 7.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written consent of the Company, NEP, and each of the Purchasers;

(b) by written notice from the Company, NEP or any Purchaser, 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

(c) by written notice from a Purchaser, if the Closing has not occurred by 11:59 p.m., Eastern Time, on the Drop-Dead Date; provided, however, that (i) a Class B Purchaser may not terminate this Agreement pursuant to this Section 7.01(c) if such party is, at the time of providing such written notice, in breach of any of its obligations under this Agreement and (ii) the Class A Purchaser may not terminate this Agreement pursuant to this Section 7.01(c) if such party, 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 condition set forth in Section 2.03(a) is not satisfied as of the Drop-Dead Date but all other conditions have been satisfied (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied at the Closing), the Drop-Dead Date may be extended until the condition set forth in Section 2.03(a) has been satisfied, but no later than September 1, 2019, by the Company or any Purchaser upon notice to the other parties on the Drop-Dead Date, in which case the term “Drop-Dead Date” shall thereafter mean September 1, 2019, for all purposes of this Agreement.

Section 7.02 Certain Effects of Termination.

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

(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 Purchasers possessing the right to acquire not less than majority of the Class B Purchased Units 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) 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 Closing if the 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(c) and the conditions to 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 Closing, but subject to those conditions being capable of being satisfied if the 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(c), 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 Company has delivered an irrevocable Notice of Closing to the Purchasers no later than two (2) Business Days after the date on which the condition set forth in Section 2.03(a) is satisfied and (A) such Notice of Closing provides for a Closing to occur on the date that is twelve (12) Business Days after receipt by the Class B Purchasers of the Notice of Closing (provided that, if the Notice of Closing was not delivered prior to the Drop-Dead Date but the condition set forth in Section 2.03(a) is satisfied

on or prior to the Drop-Dead Date, then the Notice of Closing shall be deemed to have been given on the Drop-Dead Date) and (B) the Company has confirmed that if the Equity Financing and Debt Financing are funded on such date it stands ready, willing, and able to consummate the 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 the Termination Fee is payable, 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 (2^nd) Business Day following the date on which this Agreement is terminated as provided in Section 7.03(a). 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 hereto 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 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 to a maximum of two million U.S. dollars ($2,000,000.00). Subject to the right of the Company to specific performance of this Agreement pursuant to Section 8.12, the parties hereto expressly acknowledge and agree that payment of the Termination Fee, if due, and the payment in full of any reimbursement, expense, or interest obligations pursuant to this Section 7.03 and the Limited Guaranty, 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.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Expenses. All costs and expenses, including all Transfer Taxes required to be paid by any party hereto 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, on the Closing Date, the Company will pay to (or reimburse), or cause to be paid to (or reimbursed), the Class B Purchaser Representative (on behalf of all Class B Purchasers) for their and their respective Affiliates’ reasonable, documented out-of-pocket fees and expenses incurred in connection with the evaluation, negotiation, and consummation of the transactions contemplated by this Agreement up to a maximum of $7.5 million by wire transfer of immediately available funds to such account(s) as designated by the Class B Purchaser Representative in writing at least three (3) Business Days prior to the Closing Date.

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 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 hereto 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.

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 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 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 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 or the NEP LPA Amendment, 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, 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 to this Agreement 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 to be in full force and effect, pursuant to the terms and conditions thereof, but for the avoidance of doubt, Confidential Information (as defined in the Confidentiality Agreement) refers only to information furnished by or on behalf of the Company or NEP prior to the date hereof. Each Class B Purchaser and their respective Representatives (as defined in the Confidentially Agreement) shall keep the Confidential Information confidential in accordance with, and subject to the terms and conditions of the Confidentiality Agreement; provided, however, that information may be disclosed by the Class B Purchasers to prospective debt financing sources in connection with the syndication and marketing of any Debt Financing or Margin Loan Financing only following receipt of customary confidentiality undertakings from such prospective debt financing sources containing terms no less favorable than those set forth in the Confidentiality Agreement and pursuant to which NEP is an express third party beneficiary.

(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 hereto 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; provided that such review and comment shall not be required with respect to communications with limited partners of the funds affiliated with the Purchasers (with such comments being incorporated or reflected, to the extent reasonable, in any such communication).

Section 8.07 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by e-mail (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 II, LLC

c/o NextEra Energy Partners, LP

000 Xxxxxxxx Xxxxxxxxx

Xxxx Xxxxx, Xxxxxxx 00000

Attention: Treasurer and Xxxxxx Xxxxxx

Email: Xxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx

with a copy to:

Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP

000 Xxxxx Xxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxx 00000

Attn: Xxxxxxx X. Land

E-mail: Xxxxxxx.Xxxx@xxxxxxx.xxx

NextEra Energy Partners, LP

000 Xxxxxxxx Xxxxxxxxx

Xxxx Xxxxx, Xxxxxxx 00000

Attention: Treasurer and Xxxxxx Xxxxxx

Email: Xxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx

with a copy 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. All notices and communications shall be deemed to have been duly given when sent, if such e-mail is sent prior to 5:00 p.m. Eastern Time on a Business Day, or on the next succeeding Business Day, if such e-mail is sent at any other time.

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, 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, 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, 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 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 hereto 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 any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-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 hereto 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 hereto: (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 hereto 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.

(a) Each party hereto hereby acknowledges and agrees that the rights of each party to consummate the transactions contemplated hereby are special, unique, and of extraordinary character and that, if any party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching party may be without an adequate remedy at law. If any party violates or fails or refuses to perform any covenant or agreement made by such party herein, the non-breaching party subject to the terms hereof and in addition to any remedy at law for damages or other relief may (at any time prior to the valid termination of this Agreement pursuant to Article VII) institute and prosecute an action in any court of competent jurisdiction to enforce specific performance of such covenant or agreement or seek any other equitable relief.

(b) Notwithstanding anything to the contrary set forth in Section 8.12(a), it is explicitly agreed that each of the Company and NEP shall be entitled to seek an injunction or other appropriate form of specific performance or equitable relief to cause the Class B Purchasers, and each Class B Purchaser, to cause, or for the Company or NEP to directly cause, in accordance with its third party beneficiary rights under the Equity Commitment Letter, the Equity Financing to be funded on the terms and subject to the conditions set forth in the Equity Commitment Letter and this Agreement and thereafter effect the Closing if, and only if (i) all conditions in Section 2.03 and Section 2.04 (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied at the Closing, but subject to those conditions’ being capable of being satisfied at such time that specific performance or other equitable remedy is granted) have been satisfied at the time when the Closing would have occurred (or waived by the Company and NEP in accordance with the terms of this Agreement), (ii) the Class B Purchasers shall have failed to complete the Closing when required under Section 2.02, (iii) the Debt Financing has been funded or the Debt Financing will be funded in accordance with the terms thereof at the Closing if the Equity Financing is funded at the Closing, and (iv) the Company has confirmed that, if the Equity Financing and Debt Financing are funded, then the Company stands ready, willing, and able to consummate the Closing.

(c) From and after the Closing, the sole and exclusive remedy for any and all claims for damages arising under, out of, or related to this Agreement or the transactions contemplated hereby shall be the rights of indemnification set forth in Article VI only, and no Person will have any other entitlement, remedy, or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements, and recourse are expressly waived and released by the parties hereto to the fullest extent permitted by Law. Notwithstanding anything in the foregoing to the contrary, nothing in this Agreement shall limit or otherwise restrict a Fraud claim brought by any party hereto or the right to seek specific performance pursuant to Section 8.12(a).

Section 8.13 No Recourse Against Others.

(a) All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out of, or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and are expressly limited to) the Company and NEP, on the one hand, and the Purchasers, on the other. No Person other than the Company and NEP, on the one hand, and the Purchasers on the other, including no member, partner, stockholder, Affiliate, or Representative thereof, nor any member, partner, stockholder, Affiliate, or Representative of any of the foregoing, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum extent permitted by Law, each of the Company, NEP, and the Purchasers hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Person.

(b) Without limiting the foregoing, to the maximum extent permitted by Law, (i) each of the Company, NEP, and the Purchasers hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of the other, or otherwise impose liability of the other on any third Person in respect of the transactions contemplated hereby, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (ii) each of the Company, NEP, and the Purchasers disclaims any reliance upon any third Person with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

(c) Without limiting the foregoing and notwithstanding anything to the contrary contained herein, each of the Company and NEP hereby acknowledges and agrees, on behalf of itself and its respective Affiliates, that the Company Entities and their Affiliates shall not have any rights or claims of any kind or description, whether at law or in equity, in contract, tort, or otherwise, against any Financing Party in connection with this Agreement, the Financing Definitive Agreements, or the transactions contemplated hereby or thereby and agrees that in no event shall the Financing Parties have any liability or obligations to the Company Entities or their Affiliates, in each case relating to, arising out of, or in connection with this Agreement, the Financing Definitive Agreements, or the Debt Financing (provided that, notwithstanding the foregoing, nothing in this sentence shall in any way limit or modify the rights and obligations of any Financing Party to the Class B Purchasers and their Affiliates under the Financing Definitive Agreements).

Section 8.14 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Company, NEP, the Purchasers and, for purposes of Article VI and Section 8.13 only, any Purchaser Related Party or

NEP Related Party, any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that the Financing Parties are intended third-party beneficiaries of Section 7.02(b), Section 8.04(b), Section 8.10(b), Section 8.11, Section 8.13(c) and this Section 8.14 as such sections relate to the Financing Parties and shall be entitled to enforce such provisions directly.

Section 8.15 Appointment of Class B Purchaser Representative.

(a) By the execution and delivery of this Agreement, each Class B Purchaser hereby irrevocably constitutes and appoints Nitrogen TL Borrower LLC, a Delaware limited liability company, as the true and lawful agent and attorney-in-fact of such Class B Purchaser, with full power of substitution to act jointly in the name, place, and stead of the Class B Purchasers with respect to the Class B Units Sale in accordance with the terms and provisions of this Agreement, and to act on behalf of the Class B Purchasers in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Class B Purchaser Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power to (i) execute and deliver all amendments, waivers, ancillary agreements, certificates, and documents that the Class B Purchaser Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement, (ii) receive funds, make payments of funds, and withhold a portion of any amounts to be paid to the Class B Purchasers hereunder or any other payments to be made by or on behalf of the Class B Purchasers pursuant to this Agreement, including the Termination Fee and all amounts required to pay the fees and expenses of professionals incurred by the Class B Purchasers in connection with the transactions contemplated by this Agreement, (iii) do or refrain from doing any further act or deed on behalf of the Class B Purchasers that the Class B Purchaser Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement, and (iv) receive service of process in connection with any claims under this Agreement.

(b) The appointment of the Class B Purchaser Representative hereunder shall be deemed coupled with an interest and shall be irrevocable, and survive the death, incompetence, bankruptcy or liquidation of any Class B Purchaser and shall be binding on any successor thereto. The Class B Purchasers hereby confirm all that the Class B Purchaser Representative shall do or cause to be done by virtue of its appointment as the Class B Purchaser Representative. All actions taken by the Class B Purchaser Representative under this Agreement shall be binding upon each Class B Purchaser and such Class B Purchaser’s successors as if expressly confirmed and ratified in writing by such Class B Purchaser, and all defenses that may be available to any Class B Purchaser to contest, negate, or disaffirm the action of the Class B Purchaser Representative taken in good faith under this Agreement are waived.

(c) The Company, the Class A Purchaser, NEP, and any other Person may conclusively and absolutely rely, without inquiry and without any liability whatsoever, upon any action of the Class B Purchaser Representative in all matters referred to herein. Neither the Company, the Class A Purchaser, NEP, nor any other Person will be liable to any Class B Purchaser, any of Affiliate thereof, or any other Person as a result of, in connection with, or relating to the performance of the Class B Purchaser Representative’s duties and obligations

under this Agreement, including with respect to any errors in judgment, negligence, oversight, breach of duty, or otherwise of the Class B Purchaser Representative.

Section 8.16 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute but one and the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.



NEP RENEWABLES II, LLC



By:	XXXX X. XXXXXXX
Name: Xxxx X. Xxxxxxx
Title: President



NEP RENEWABLES HOLDINGS II, LLC



By:	XXXX X. XXXXXXX
Name: Xxxx X. Xxxxxxx
Title: President



Solely with respect to the NEP Obligations



NEXTERA ENERGY PARTNERS, LP



By:	XXXX X. XXXXXXX
Name: Xxxx X. Xxxxxxx
Title: President

[Signature page to Purchase Agreement]



CLASS B PURCHASER:

NITROGEN TL BORROWER LLC



By:	XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Vice President

[Signature page to Purchase Agreement]



CLASS B PURCHASER REPRESENTATIVE:

NITROGEN TL BORROWER LLC



By:	XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Vice President

[Signature page to Purchase Agreement]

Schedule A

Purchaser Allocations



Section I
Name and Address of Purchaser	Purchase Price	Purchased Units
NEP Renewables Holdings II, LLC c/o NextEra Energy Partners, LP 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, Xxxxxxx 33408 Attention: Treasurer and Xxxxxx Lotano E-mail: Xxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx	Total Purchase Price	557,000,000 Class A Units (subject to adjustment to reflect adjustments to the Class A Purchase Price, as set forth in the definition thereof) and 1,000,000 Class B Units* * These Class B Units will be acquired prior to the Closing and, at the Closing, will be sold to the Class B Purchasers pursuant to the Class B Units Sale.



Section II
Name and Address of Purchaser	Purchase Price	Purchased Units	Pro Rata Share
NEP Renewables Holdings II, LLC c/o NextEra Energy Partners, LP 000 Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx, Xxxxxxx 33408 Attention: Treasurer and Xxxxxx Lotano E-mail: Xxxxxx.Xxxxxx@xxxxxxxxxxxxx.xxx	Class A Purchase Price	57,000,000 Class A Units (subject to adjustment to reflect adjustments to the Class A Purchase Price, as set forth in the definition thereof)	N/A
Nitrogen TL Borrower LLC c/o Kohlberg Kravis Xxxxxxx & Co. L.P. 9 Xxxx 00xx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 10019 Attention: General Counsel E-mail: xxxxxxxx@xxx.xxx xxx x/o Kohlberg Kravis Xxxxxxx & Co. L.P. 2800 Sand Hill Rd Menlo Park, CA 94025 Attention: Xxxxxxx Velasco E-mail: Xxxxxxx.Xxxxxxx@xxx.xxx xxxx a copy to (which shall not constitute notice): Xxxxxxxx & Xxxxx LLP 609 Main Street, Suite 4700 Houston, TX 77002 Attention: Xxxx X. Xxxxx, P.C.; Xxxxx X. Xxxxxx X-mail: xxxx.xxxxx@xxxxxxxx.xxx; xxxxx.xxxxxx@xxxxxxxx.xxx	$900,000,000	1,000,000 Class B Units	100%

Schedule B

Acquired Assets and Contributed Assets

I. Acquired Assets

(a) Interests constituting 100% of the interest that NextEra Energy Resources, LLC indirectly owns in the following projects:



No.	Project	Owner	Size (approx.)	Location	Type
1.	Ashtabula Wind II Wind Energy Center	Ashtabula Wind II, LLC	120 XX	Xxxxxx and Xxxxxx Counties, ND	Wind
2.	White Oak Wind Energy Center	White Oak Energy, LLC	150 XX	XxXxxx County, IL	Wind
3.	Story County II Wind Energy Center	Garden Wind, LLC	150 MW	Story and Xxxxxx Counties, IA	Wind

(b) Interests constituting 100% of the Class C interests of Rosmar Holdings, LLC, an indirect Subsidiary of NextEra Energy Resources, LLC that owns 100% of each of the entities below, which Class C interests entitle the holder hereof to receive 49.99% of all cash distributions from each of the following projects:



No.	Project	Owner	Size (approx.)	Location	Type
1.	Xxxxxxxx Solar Energy Center	Xxxxxxxx Solar, LLC	62.25 XX	Xxxx County, MN	Solar
2.	Roswell Solar Energy Center	Roswell Solar, LLC	70 XX	Xxxxxx County, NM	Solar

(c) Interests constituting 49.99% of the interest that NextEra Energy Resources, LLC indirectly owns in the following projects:



No.	Project	Owner	Size (approx.)	Location	Type
1.	Silver State South Solar Energy Center	Silver State Solar Power South, LLC	250 XX	Xxxxx County, NV	Solar

II. Contributed Assets

Interests constituting 100% of the interest that NEP indirectly owns in the following projects:



No.	Project	Owner	Size (approx.)	Location	Type
1.	Ashtabula Wind III Wind Energy Center	Ashtabula Wind III, LLC	62.4 XX	Xxxxxx County, ND	Wind
2.	Tuscola Bay Wind Energy Center	Tuscola Bay Wind, LLC	120 MW	Tuscola, Bay, and Saginaw Counties, MI	Wind
3.	Xxxxxx Ranch Wind Energy Center	Xxxxxx Ranch Wind, LLC	99.2 MW	Coconino County, AZ	Wind
4.	Stateline Wind Energy Center	FPL Energy Vansycle L.L.C.	300 MW	Umatilla County, OR; Walla Walla County, WA	Wind

Exhibit A

Form of A&R LLC Agreement

[Attached]

FORM OF

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

NEP RENEWABLES II, LLC

A Delaware Limited Liability Company

[ ● ], 2019

THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTERED OR QUALIFIED UNDER ANY SECURITIES OR BLUE SKY LAWS OF ANY STATE OR JURISDICTION. THEREFORE, THE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED UNTIL A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR THE APPLICABLE STATE SECURITIES OR BLUE SKY LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD TO THE PROPOSED TRANSFER OR REGISTRATION OR QUALIFICATION UNDER THE SECURITIES ACT OR BLUE SKY LAWS IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.



TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS

1.01	Definitions	2
1.02	Interpretation	23

ARTICLE 2 ORGANIZATION

2.01	Formation	24
2.02	Name	24
2.03	Registered Office; Registered Agent; Principal Office in the United States; Other Offices	24
2.04	Purposes	24
2.05	No State Law Partnership	24
2.06	Term	24
2.07	Title to Property	25
2.08	Foreign Qualification	25

ARTICLE 3 MEMBERS

3.01	Schedule of Members	25
3.02	Representations and Warranties of the Members	25
3.03	Voting Rights of Members	26
3.04	No Management Rights	26
3.05	Limitation on Liability of Members	26
3.06	Withdrawal of Members	27
3.07	Access to Information	27
3.08	Confidential Information	28

ARTICLE 4 MEMBERSHIP INTERESTS; CAPITAL CONTRIBUTIONS; LOANS

4.01	Classes of Membership Interests	31
4.02	Additional Membership Interests	31
4.03	Capital Contributions	32
4.04	Capital Calls; Optional Capital Contributions	33
4.05	Loans	33
4.06	No Other Capital Contribution or Loan Obligations	34
4.07	Return of Contributions	34
4.08	Capital Accounts	34





i



ARTICLE 5 DISTRIBUTIONS AND ALLOCATIONS

5.01	Monthly Cash Distributions	35
5.02	Distributions of Amounts Other than Available Cash	36
5.03	Distributions on Dissolution and Winding-Up	37
5.04	Allocations	37
5.05	Varying Interests	40
5.06	Amounts Withheld	40

ARTICLE 6 MANAGEMENT

6.01	Management by Managing Member	41
6.02	Standard of Care	41
6.03	Major Decisions	43
6.04	Affiliate Transactions	45
6.05	Officers	46
6.06	Business Opportunities	47
6.07	Insurance Coverage	48
6.08	Exculpation and Indemnification	48
6.09	Liquidation of Certain Subsidiaries	50

ARTICLE 7 TRANSFERS AND TRANSFER RESTRICTIONS

7.01	General Restrictions on Transfers	50
7.02	Call Option	56
7.03	Change of Control of NEP	62
7.04	Change of Control of a Class B Member	65
7.05	Non-Voting NEP Common Units	69
7.06	Certain Assistance	69
7.07	Standstill and Notice of Ownership	70
7.07	Governmental Authorizations	71
7.07	Liquidity Event	73

ARTICLE 8 TAXES

8.01	Tax Returns	75
8.02	Certain Tax Matters	75
8.03	Partnership Representative	76

ARTICLE 9 BOOKS, RECORDS, REPORTS, INFORMATION UPDATES, AND BANK ACCOUNTS

9.01	Maintenance of Books	78



ii



9.02	Determination of Internal Rate of Return	79
9.03	Reports	80
9.04	Information Updates	81
9.05	Bank Accounts	81
9.06	Compliance with Laws	81

ARTICLE 10 WITHDRAWAL

10.01	No Right of Voluntary Withdrawal	81
10.02	Deemed Withdrawal	81
10.03	Effect of Withdrawal	82

ARTICLE 11 DISPUTE RESOLUTION

11.01	Disputes	83
11.02	Negotiation to Resolve Disputes	83
11.03	Courts	83
11.04	Specific Performance	83

ARTICLE 12 DISSOLUTION, WINDING-UP AND TERMINATION

12.01	Dissolution	84
12.02	Winding-Up and Termination	84
12.03	Deficit Capital Accounts	86
12.04	Certificate of Cancellation	87

ARTICLE 13 GENERAL PROVISIONS

13.01	Notices	87
13.02	Entire Agreement; Superseding Effect	87
13.03	Effect of Waiver or Consent	87
13.04	Amendment or Restatement	87
13.05	Binding Effect	88
13.06	Governing Law; Severability	88
13.07	Further Assurances	88
13.08	Appointment of Class B Member Representative	88
13.09	Article 8 of the Uniform Commercial Code	90
13.10	Waiver of Certain Rights	90
13.11	Counterparts	90
13.12	Expenses	90







iii



EXHIBITS:

A – Members
B – Financial Model for Internal Rate of Return


SCHEDULES:

1 – Excluded Parties
2 – Acquired Assets and Contributed Assets
3 – Blocker Election Dates

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

NEP RENEWABLES II, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NEP Renewables II, LLC, a Delaware limited liability company (the “Company”), dated as of [•], 2019 (the “Effective Date”), is adopted, executed, and agreed to by Nitrogen TL Borrower LLC, a Delaware limited liability company, in its capacities as a Class B Member and as the Class B Member Representative hereunder (the “Initial Investor”), NEP Renewables Holdings II, LLC, a Delaware limited liability company (“NEP Member”), each Person that may be admitted as a Member pursuant to the terms of this Agreement, and NextEra Energy Partners, LP, a Delaware limited partnership (“NEP”), solely to the extent of its obligations pursuant to Section 7.02, Section 7.03, Section 7.04, and Section 7.05.

RECITALS

The Company was formed by filing a Certificate of Formation of the Company (the “Delaware Certificate”) with the Office of the Secretary of State of Delaware, and by the entrance of NEP Member, as the sole initial member of the Company, into that certain Limited Liability Company Agreement of the Company, effective as of February 26, 2019 (the “Initial LLC Agreement”), governing the affairs of the Company and the conduct of its business.

Pursuant to that certain Membership Interest Purchase Agreement, dated as of March 4, 2019 (the “Purchase Agreement”), among Initial Investor, NEP Member, NEP, and the Company, at the closing of the Purchase Agreement, effective as of the Effective Date (i) the Initial LLC Agreement is being amended and restated on the terms set forth in this Agreement, (ii) all of the outstanding limited liability company interests of the Company are being cancelled and, in exchange therefor, the Company is issuing and selling to NEP Member such number of Class A Units as is set forth opposite the name of NEP Member in Section I of Exhibit A hereto (such number representing 100% of the Class A Units outstanding at such time) and such number of Class B Units as is set forth opposite the name of NEP Member in Section I of Exhibit A hereto (such number representing 100% of the Class B Units outstanding at such time and, together with the outstanding Class A Units, 100% of all outstanding interests in the Company at such time) in exchange for NEP Member’s contribution to the Company of the Assets (as defined below), (iii) immediately after such issuance and sale of such Class A Units and the Class B Units to NEP Member, NEP Member is selling to Initial Investor all right, title, and interest of the NEP Member to such Class B Units, in exchange for payment of the Class B Purchase Price (as defined in the Purchase Agreement) by Initial Investor to NEP Member, in a transaction described in Situation 1 of Revenue Ruling 99-5, 1999-1 CB 434; and (iv) upon such acquisition of Class B Units, Initial Investor is being admitted as a member of the Company.

In connection with the foregoing, NEP Member wishes to amend and restate the Initial LLC Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Initial Investor and NEP Member agree as follows:

ARTICLE 1

DEFINITIONS

1.01 Definitions. As used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Sections referred to below:

15% Condition has the meaning assigned that term in Section 5.01(b).

30% Condition has the meaning assigned that term in Section 5.01(b).

95% Period has the meaning assigned that term in Section 5.01(a)(i).

Acquired Assets means those assets identified in Items (a), (b), and (c) of Section I of Schedule 2 hereto as “Acquired Assets.”

Act means the Delaware Limited Liability Company Act, as amended from time to time, and any successor statute.

Affiliate means, with respect to any Person, (a) each entity that such Person Controls; (b) each Person that Controls such Person, including, in the case of a Member, such Member’s Parent, if any; and (c) each entity that is under common Control with such Person, including, in the case of a Member, each entity that is Controlled by such Member’s Parent, if any; provided that, with respect to any Member, an Affiliate shall include (y) a limited partnership or a Person Controlled by a limited partnership if the general partner of such limited partnership is Controlled by such Member’s Parent, if any, or (z) a limited liability company or a Person controlled by a limited liability company if the managing member of the limited liability company is Controlled by such Member’s Parent, if any; provided, further, that, for purposes of this Agreement, the Company shall not be an Affiliate of any Member, nor shall any Member be deemed to be an Affiliate of any other Member, solely by virtue of their respective ownership interests in or Control of the Company or any of its subsidiaries.

Affiliate Transaction means, any contract, agreement, or transaction (including any amendment, restatement, renewal, extension, modification, or termination of any existing contract, agreement, or transaction) between the Company or a subsidiary of the Company, on the one hand, and NEP Member, an Affiliate of NEP Member (other than the Company or any subsidiary of the Company), or their respective employees or officers, on the other hand, including, for the avoidance of doubt, the Asset Purchase Agreement and each project operating agreement.

Affiliated Fund means, with respect to any specified Person, any Fund that is an Affiliate of such Person or that is advised by the same investment advisor as such Person or by an Affiliate of such investment advisor or such Person.

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

Agreement has the meaning assigned that term in the preamble.

Alternative Method has the meaning assigned that term in Section 8.03(d).

APA Payments has the meaning assigned that term in Section 6.04.

Asset Purchase Agreement means that certain Amended and Restated Purchase and Sale Agreement, dated as of February 22, 2016, by and between NEP US SellCo, LLC and NextEra Energy Partners Acquisitions, LLC, as heretofore amended from time to time, and as amended by that certain Amendment to the Amended and Restated Purchase and Sale Agreement (2019 Projects), dated as of March 4, 2019.

Assets means the Acquired Assets and the Contributed Assets.

Assignee means any Person that acquires a Membership Interest or any portion thereof through a Disposition; provided that an Assignee shall have no right to be admitted to the Company as a Member except in accordance with Section 7.01(b). The Assignee of a dissolved Member is the shareholder, partner, member, or other equity owner or owners of the dissolved Member to whom such Member’s Membership Interest is assigned by the Person conducting the liquidation or winding-up of such Member. The Assignee of a Bankrupt Member is (a) the Person or Persons (if any) to whom such Bankrupt Member’s Membership Interest is assigned by order of the bankruptcy court or other Governmental Authority having jurisdiction over such Bankruptcy, or (b) in the event of a general assignment for the benefit of creditors, the creditor to which such Membership Interest is assigned.

Available Cash means, with respect to any calendar month ending prior to the dissolution or liquidation of the Company, and without duplication:

(a) the sum of all cash and all Cash Equivalents generated by the Company and its subsidiaries and on hand at the end of such month, less

(b) the amount of any cash reserves that is necessary or appropriate in the reasonable discretion and good faith of the Managing Member (i) to provide for the proper conduct of the business of the Company and its subsidiaries (including reserves for future maintenance and capital expenditures and for anticipated expenses, liabilities, and future credit needs of the Company and its subsidiaries) subsequent to such month, (ii) to provide for the payment of all scheduled payments of interest and principal in respect of outstanding loans made to the Company or any of its subsidiaries pursuant to Section 4.05 or otherwise subject to Section 6.03(d), and (iii) to comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument, or other agreement or obligation to which the Company or any of its subsidiaries is a party or by which it is bound or its assets are subject.

Notwithstanding the foregoing, “Available Cash” (y) shall not include (1) any cash or Cash Equivalents from Capital Contributions made by Members or equity issuances by any subsidiaries of the Company, (2) any cash or Cash Equivalents held by the Company’s subsidiaries to the extent that contractual restrictions prohibit the distribution of such cash or

Cash Equivalents to the Company, (3) any cash or Cash Equivalents from borrowing, refinancings, or refundings of Indebtedness of the Company or any of its subsidiaries, (4) any Post-Closing Working Capital Adjustment Payment (as that term is defined and used in the Asset Purchase Agreement), whether received by NEP Member, the Company, or otherwise, (5) any Build Out Payments, (6) any proceeds received by Silver State South Solar, LLC or its subsidiaries with respect to any CITC Claim, or (7) any Excess Insurance Proceeds, Sale Proceeds, or Bankruptcy Recovery; and (z) with respect to the month in which a liquidation or dissolution of the Company occurs and any subsequent month shall be deemed to equal zero.

Bankruptcy or Bankrupt means, with respect to any Person, that (a) such Person (i) makes a general assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or answer seeking for such Person a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Law; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in a proceeding of the type described in subclauses (i) through (iv) of this clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s properties; or (b) against such Person, a proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Law has been commenced and one hundred twenty (120) days have expired without dismissal thereof or with respect to which, without such Person’s consent or acquiescence, a trustee, receiver, or liquidator of such Person or of all or any substantial part of such Person’s properties has been appointed and ninety (90) days have expired without the appointment’s having been vacated or stayed, or ninety (90) days have expired after the date of expiration of a stay, if the appointment has not previously been vacated.

Bankruptcy Recovery means any proceeds received by the Company or its subsidiaries in settlement of any claim (including any counterclaim), action, suit, or other proceeding in connection with any Bankruptcy of any other Person.

Blocker Election Date means, with respect to each Blocker Entity, the date set forth opposite the name of such Blocker Entity on Schedule 3 hereto.

Blocker Entity means a Delaware limited liability company formed as a wholly-owned subsidiary of the Company to acquire limited liability company interests of either Rosmar Holdings, LLC or Silver State South Solar, LLC, and collectively, the Blocker Entities.

Book Value means, with respect to any Company asset, the adjusted tax basis of such asset for United States federal income tax purposes, except as follows:

(a) The initial Book Value of any asset contributed by a Member to the Company will be the gross fair market value of such asset;

(b) The Book Value of all assets of the Company will be adjusted to equal their respective gross fair market values immediately prior to (i) the contribution of

money or other property to the Company by a new or existing Member as consideration for a Membership Interest; (ii) the distribution of money or other property by the Company to a Member as consideration for a Membership Interest; (iii) the liquidation of the Company; and (iv) at any other time at which revaluations of property are permitted to be made under Treasury Regulation Section 1.704-1(b)(2)(iv); provided that adjustments pursuant to clauses (i) through (iv) of this clause (b) shall be made only if the Managing Member determines in good faith that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members;

(c) The Book Value of any asset distributed to any Member will be the gross fair market value of such asset on the date of distribution (taking Section 7701(g) of the Code into account);

(d) The Book Value of Company assets will be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) of the Code or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining the Capital Accounts pursuant to Regulations Section 1.704 1(b)(2)(iv)(m) and clause (c) of the definition of Net Profit and Net Loss; provided, however, that the Book Value will not be adjusted pursuant to this clause (d) to the extent the Managing Member determines that an adjustment pursuant to clause (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d); and

(e) Whenever the fair market value of a Company asset is required to be determined pursuant to this definition, the Managing Member shall determine such fair market value in its reasonable discretion; provided that, the fair market value of the Assets upon their contribution to the Company by the NEP Member shall be $557,000,000.00, as such amount may be adjusted upward or downward (i) with respect to the Acquired Assets, to reflect the amount of Estimated Working Capital (as such term is defined and used in the Asset Purchase Agreement) used to determine the APA Purchase Price (as that term is defined in the Purchase Agreement) and (ii) with respect to the Contributed Assets, to reflect the amount of Estimated Working Capital (as such term is defined and used in the Contribution Agreement) used to determine the Contribution Amount (as that term is defined in the Purchase Agreement).

Build-Out Payment has the meaning assigned that term in that certain Build-Out Agreement, to be dated as of the date of the closing of the Asset Purchase Agreement, by and between XXXX and the Company (as may be amended, restated or otherwise modified from time to time in accordance with the terms thereof).

Business Day means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the State of Delaware are closed.

Call Option has the meaning assigned that term in Section 7.02(a).

Call Option Cash Consideration has the meaning assigned that term in Section 7.02(e).

Call Option Cash Shortfall has the meaning assigned that term in Section 7.02(g).

Call Option Closing has the meaning assigned that term in Section 7.02(b).

Call Option Closing Date has the meaning assigned that term in Section 7.02(b).

Call Option Notice has the meaning assigned that term in Section 7.02(b).

Call Option Purchase Price has the meaning assigned that term in Section 7.02(a).

Capital Account means the account maintained by the Company for each Member in accordance with Section 4.08.

Capital Call has the meaning assigned that term in Section 4.04(a).

Capital Contribution means, with respect to any Member, the amount of money and the Book Value of any property (other than money) (reduced by the amount of any liabilities that are secured by such property) contributed, or deemed to be contributed, to the Company by the Member. Any reference in this Agreement to the Capital Contribution of a Member shall include a Capital Contribution of its predecessors in interest and for the avoidance of doubt, as of immediately following the closing of the transactions contemplated by the Purchase Agreement, the Capital Contribution of the Class B Member shall be $900,000,000.00.

Cash Equivalents means, as of any date, with respect to any Person, all demand deposits or similar accounts with deposits available for withdrawal upon prior notice of less than ten (10) days, all marketable debt securities, short-term instruments, United States treasury bills and other evidence of indebtedness issued or guaranteed by the United States, in each case, with maturity of ten (10) days or less as of such date.

Cash Flows has the meaning assigned that term in Section 9.02(b)(ii).

Change of Control means:

(a) with respect to NEP, any of the following events:

(i) the acquisition, directly or indirectly (including by merger), of fifty percent (50%) or more of the voting equity of NEP, the General Partner or the NEP General Partner Interest (as measured by voting power rather than the number of shares or other equity units or interests) by a Person or group that is not an Affiliate of NextEra Energy, Inc. as of the Purchase Agreement Date if such acquisition gives such Person or group the right to elect half or more of the members of the Board of Directors of NEP or the General Partner, respectively;

(ii) any Disposition, in one or a series of related transactions, of the equity interests of the OpCo General Partner or the OpCo General Partner Interest, the result of which is that (A) NEP ceases to own directly or indirectly more than fifty percent (50%) of the voting power of the OpCo General Partner or (B) the OpCo General Partner ceases to hold the OpCo General Partner Interest;

(iii) any Disposition, in one or a series of related transactions, the result of which is that NextEra Energy, Inc. ceases to own directly or indirectly more than thirty-three percent (33%) of the voting equity of NEP (including the Special Voting Units, as that term is used in the NEP Limited Partnership Agreement); provided, however, that the foregoing shall not be deemed to constitute a Change of Control for so long as NextEra Energy, Inc. continues to own, directly or indirectly, fifty percent (50%) or more of the voting power of the General Partner or the NEP General Partner Interest;

(iv) any Disposition, in one or a series of related transactions, of all or substantially all of the assets of NEP and its subsidiaries, taken as a whole;

(v) the NEP Common Units are no longer listed or admitted to trading on a National Securities Exchange;

(vi) any transaction pursuant to which NextEra Energy, Inc. or any of its Affiliates (other than NEP or any of its subsidiaries) would acquire (A) all of the NEP Common Units or (B) all or substantially all of the assets of NEP and its subsidiaries, in each case, by way of merger, consolidation, or otherwise;

(vii) the removal of the General Partner as general partner of NEP by the limited partners of NEP, unless the successor General Partner is an Affiliate of NextEra Energy, Inc.; or

(viii) the acquisition, directly or indirectly (including by merger), of fifty percent (50%) or more of the Class A Units by a Person or group (within the meaning of Section 13(d)(3) of the Exchange Act) that is not an Affiliate of NextEra Energy, Inc. as of the Purchase Agreement Date.

(b) with respect to any Class B Member, any of the following:

(i) a transaction or series of transactions that results in such Class B Member’s no longer being an Affiliate of, or being managed by an Affiliate of, Investor Fund;

(ii) any Disposition, in one or a series of related transactions, of more than fifty percent (50%) of the equity interests in such Class B Member to a Person that is not an Affiliate of Investor Fund;

(iii) any Disposition, in one or a series of related transactions, of all or substantially all of the assets of such Class B Member to a Person that is not an Affiliate of Investor Fund; or

(iv) any foreclosure by any pledgee under a Class B Permitted Loan Financing (or any other financing or agreement of Indebtedness) of any Class B Units.

For the avoidance of doubt, the Disposition of any direct or indirect equity interests of Investor Fund or of all or substantially all of the assets of Investor Fund, in each case, shall not constitute a “Change of Control” of any Class B Member.

Change of Control Cash Shortfall has the meaning assigned that term in Section 7.03(d).

Change of Control Closing has the meaning assigned that term in Section 7.03(b)..

Change of Control Closing Date has the meaning assigned that term in Section 7.03(b).

Change of Control Notice has the meaning assigned that term in Section 7.03(b)..

Change of Control Purchase Price has the meaning assigned that term in Section 7.03(a).

CITC Claim means any Claim relating to or arising out of the application by any direct or indirect subsidiary of the Company for one or more cash grants in lieu of any investment tax credit under Section 48 of the Code under the terms of Section 1603 of the American Recovery and Reinvestment Act of 2009 with the United States Treasury

Claim means any and all judgments, claims, actions, causes of action, demands, lawsuits, suits, proceedings, Governmental investigations or audits, arbitrations, inquiries, notices of violation, litigations, citations, summons or subpoenas of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at Law or in equity, and any losses, assessments, fines, penalties, administrative orders, obligations, costs, expenses, liabilities, and damages (whether actual, consequential, or punitive), including interest, penalties, reasonable attorney’s fees, disbursements, and costs of investigations, deficiencies, levies, duties, imposts, remediation and cleanup costs, and natural resources damages.

Class A Member means a Person admitted to the Company as a Member holding Class A Units from time to time, in its capacity as such and not in its capacity as a holder of any other class or group of Membership Interest. As of the Effective Date, NEP Member is the sole Class A Member.

Class A Percentage Interest means, as of any date, the percentage determined by dividing the number of Class A Units held by a holder of Class A Units by the total number of Class A Units then outstanding.

Class A Permitted Loan Financing means any debt financing, including debt securities or loans pursuant to indentures, debt facilities or commercial paper facilities, the issuance of notes, revolving credit loans, term loans, letters of credit, or similar instruments, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced, or refunded in whole or in part from time to time.

Class A Purchase Price has the meaning assigned that term in the Purchase Agreement.

Class A Units has the meaning assigned that term in Section 4.01.

Class B COC Cash Shortfall has the meaning assigned that term in Section 7.04(e).

Class B COC Closing has the meaning assigned that term in Section 7.04(b).

Class B COC Closing Date has the meaning assigned that term in Section 7.04(b).

Class B COC Notice has the meaning assigned that term in Section 7.04(b).

Class B COC Option has the meaning assigned that term in Section 7.04(a).

Class B COC Purchase Price has the meaning assigned that term in Section 7.04(a).

Class B Member means a Person admitted to the Company as a Member holding Class B Units from time to time, in its capacity as such and not in its capacity as a holder of any other class or group of Membership Interest. As of the Effective Date, after giving effect to the closing of the transactions contemplated by the Purchase Agreement, the Initial Investor is the sole Class B Member.

Class B Member Approval means (i) for so long as the Initial Investor owns any Class B Units, the prior written approval of the Initial Investor, on behalf of Investor, and (ii) if Investor no longer owns any Class B Units, the prior written approval of the Class B Member Representative, acting on behalf of Class B Members holding a majority of the outstanding Class B Units (excluding Class B Units owned by NEP Member and its Affiliates).

Class B Member Representative means, as of the Effective Date, the Initial Investor, and thereafter, as of any date of determination, the Class B Member Representative shall be such of Investor’s Permitted Assignees designated as successor Class B Member Representative in accordance with Section 13.08; provided, however, that a Person may be permitted to serve as Class B Member Representative only if, and for so long as, such Person

owns Class B Units or is the managing member or general partner that Controls a Class B Member.

Class B Percentage Interest means, as of any date, the percentage determined by dividing the number of Class B Units held by a holder of Class B Units by the total number of Class B Units then outstanding.

Class B Permitted Loan Financing means (a) prior to the seventh (7^th) anniversary of the Effective Date, any credit facility, solely (i) to the extent the lenders permitted thereunder prior to an acceleration of any such credit facility are (x) banks, trust companies, or other financial institutions regulated as commercial banks; provided, however, that, in the event of an Event of Default (as that term is defined in the Credit Agreement), the lenders under the Credit Agreement shall be permitted to assign such loans without any restrictions under this Agreement; (y) Siemens Financial Services, Inc. and its Affiliates that are lending institutions, or (z) a Class B Member or, in each case, any of their respective Affiliates and (ii) entered into in order to finance the acquisition of Class B Units (including for avoidance of doubt, the Credit Agreement and the Margin Loan), or any refinancing thereof; and (b) on or after the seventh (7^th) anniversary of the Effective Date, any debt financing, including debt securities or loans pursuant to indentures, debt facilities or commercial paper facilities, the issuance of notes, revolving credit loans, term loans, letters of credit, or similar instruments, as such debt financing in this clause (b) may be amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced, or refunded in whole or in part from time to time.

Class B Purchase Price has the meaning assigned that term in the Purchase Agreement.

Class B Units has the meaning assigned that term in Section 4.01.

COC Member has the meaning assigned that term in Section 7.04(a).

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

Commission means the United States Securities and Exchange Commission.

Company has the meaning assigned that term in the preamble.

Company Level Taxes has the meaning assigned that term in Section 8.03(e).

Confidential Information means information and data (including all copies thereof), whether oral, written, or electronic, that constitutes proprietary or confidential information about the Company, the Members, or their respective Affiliates, including this Agreement, financial statements, tax reports, valuations, analyses of potential or actual investments, reports or other materials, and other documents and information concerning the affairs of the Company and the Members. Notwithstanding the foregoing, the term “Confidential Information” shall not include any information that:

(a) is in the public domain at the time of its disclosure or thereafter, other than as a result of a disclosure directly or indirectly by a Member or its Affiliates in contravention of this Agreement;

(b) is made available to a Member or its Affiliate from a source that, to such Member’s or its Affiliate’s knowledge, is not prohibited from disclosing such information to such Member or its Affiliates by a legal, contractual, or fiduciary obligation;

(c) as to any Member or its Affiliates, was in the possession of such Member or its Affiliates prior to the execution of this Agreement and not subject to a separate confidentiality restriction or other legal, contractual, or fiduciary obligation; or

(d) has been independently acquired or developed by or on behalf of a Member or its Affiliates without violating any of the obligations of such Member or its Affiliates under this Agreement.

Contributed Assets means those assets identified in Section II of Schedule 2 hereto as “Contributed Assets.”

Contribution Agreement means that certain Contribution Agreement to be entered into prior to the consummation of the transactions contemplated by the Purchase Agreement on the Effective Date or within three (3) Business Days immediately preceding the Effective Date by and between NextEra Energy Operating Partners, LP, NEP Member, and the Company.

Control, Controls, or Controlled means the possession, directly or indirectly, through one or more intermediaries, of the following:

(a) (i) in the case of a corporation, fifty percent (50%) or more of the outstanding voting securities thereof; (ii) in the case of a limited liability company, general partnership or joint venture, the right to fifty percent (50%) or more of the distributions therefrom (including liquidating distributions); (iii) in the case of a trust or estate, including a business trust, fifty percent (50%) or more of the beneficial interest therein; (iv) in the case of a limited partnership (A) the right to fifty percent (50%) or more of the distributions therefrom (including liquidating distributions), (B) where the general partner of such limited partnership is a corporation, ownership of fifty percent (50%) or more of the outstanding voting securities of such corporate general partner, (C) where the general partner of such limited partnership is a partnership, limited liability company or other entity (other than a corporation or limited partnership), the right to fifty percent (50%) or more of the distributions (including liquidating distributions) from such general partner entity, and (D) where the general partner of such limited partnership is a limited partnership, Control of the general partner of such general partner in the manner described under subclause (B) or (C) of this clause (iv), in each case, notwithstanding that such Person with respect to which Control is being determined does not possess, directly or indirectly through one or more subsidiaries, the right to receive at least fifty percent (50%) of the distributions from such limited partnership, or (v) in the case of any other entity, fifty percent