THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INFRAREIT PARTNERS, LP Dated as of , 2015InfraREIT, Inc. • January 13th, 2015 • Real estate investment trusts • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, effective as of , 2015, is entered into by and among InfraREIT, Inc., a Maryland corporation, as the General Partner, Hunt-InfraREIT, L.L.C., a Delaware limited liability company, as the Initial Limited Partner, and the other Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein. Capitalized terms used in this Agreement have the meaning assigned to them in Article I.
MANAGEMENT AGREEMENTManagement Agreement • January 13th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This MANAGEMENT AGREEMENT (this “Agreement”), is made and entered into on , 2015 to be effective as of the Effective Date (as hereinafter defined), by and between Hunt Utility Services, LLC, a Delaware limited liability company (the “Manager”), InfraREIT Partners, LP, a Delaware limited partnership (the “Operating Partnership”), and InfraREIT, Inc., a Maryland corporation and the general partner of the Operating Partnership (the “Company”). The Manager, the Operating Partnership and the Company are sometimes referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 13th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Maryland
This Structuring Fee Agreement (the “Agreement”), dated as of , 2015 (the “Effective Date”), is made by and between InfraREIT, Inc., a Maryland corporation (the “Company”), and Hunt-InfraREIT, L.L.C., a Delaware limited liability company (“Hunt-InfraREIT”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 13th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This Share Purchase Agreement (this “Agreement”) is entered into as of , 2015 by and between InfraREIT, Inc., a Maryland corporation (the “Purchaser”), and Westwood Trust, as Trustee of the Excess Shares Trust (the “Trust”).
MERGER AND TRANSACTION AGREEMENTMerger and Transaction Agreement • January 13th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Maryland
This MERGER AND TRANSACTION AGREEMENT (this “Agreement”), is executed as of the day of , 2015, by and between InfraREIT, L.L.C., a Delaware limited liability company (“InfraREIT LLC”), InfraREIT, Inc., a Maryland corporation (“InfraREIT Inc.”), and InfraREIT Partners, LP, a Delaware limited partnership (the “Operating Partnership”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 13th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This Unit Subscription Agreement (this “Agreement”), dated as of , 2015, is made by and between InfraREIT Partners, LP (the “Partnership”) and MC Transmission Holdings, Inc. (“Marubeni”).
REDEMPTION AGREEMENTRedemption Agreement • January 13th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This redemption agreement (this “Agreement”) is executed as of , 2015 by and between InfraREIT, Inc. (“InfraREIT Inc.”) and InfraREIT Partners, LP (the “Operating Partnership”).
REDEMPTION AGREEMENTRedemption Agreement • January 13th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This redemption agreement (this “Agreement”), dated as of , 2015, is made by and among Hunt-InfraREIT, L.L.C. (“Hunt-InfraREIT”), InfraREIT, Inc. (“InfraREIT Inc.”) and InfraREIT Partners, LP (the “Operating Partnership”).
LOCK-UP AGREEMENTLock-Up Agreement • January 13th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2015, by and among InfraREIT, Inc., a Maryland corporation (together with its successors and assigns, the “Company”), InfraREIT Partners, LP, a Delaware limited partnership (the “Operating Partnership” and, together with the Company, “InfraREIT”), Hunt-InfraREIT, L.L.C., a Delaware limited liability company (“Hunt-InfraREIT”), and Hunt Consolidated, Inc., a Delaware corporation (“HCI” and, together with Hunt-InfraREIT, “Hunt”).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • January 13th, 2015 • InfraREIT, Inc. • Real estate investment trusts • Delaware
This general release agreement (this “Release”) is executed as of , 2015 by and among Hunt Transmission Services, L.L.C. (“Hunt”), InfraREIT, L.L.C. (formerly Electric Infrastructure Alliance of America, L.L.C.) (“InfraREIT LLC”), InfraREIT Partners, LP (formerly Electric Infrastructure Alliance of America, L.P. (the “Operating Partnership”), InfraREIT, Inc. (formerly known as Hunt Electrical Infrastructure Investment Corporation) (“InfraREIT Inc.”), John Hancock Life Insurance Company (U.S.A.) (“Hancock”), Marubeni Corporation (“Marubeni”), OpTrust Infrastructure N.A. Inc. (“OpTrust”), OPTrust N.A. Holdings Trust (“OPTrust Holdings”), and Teachers Insurance and Annuity Association of America (“TIAA” and, together with Hancock, Marubeni, OpTrust and OPTrust Holdings, each an “Investor” and, collectively, the “Investors”). Hunt, InfraREIT LLC, the Operating Partnership, InfraREIT Inc. and the Investors are each referred to herein as a “Party” and collectively as the “Parties.”
INFRAREIT, INC. (a Maryland corporation) [ — ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2015 • InfraREIT, Inc. • Real estate investment trusts • New York
The undersigned understands that you, as representatives, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters to be named in Schedule I to such agreement (the “Underwriters”), with InfraREIT, Inc., a Maryland corporation (the “Company”), InfraREIT Partners, LP, a Delaware limited partnership (the “Operating Partnership”), Hunt Utility Services, LLC, a Delaware limited liability company, and the other parties thereto, providing for the public offering (the “Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In consideration of the agreement by the Underwriters to offer and sell the Securities, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on the date hereof and ending on the date that is one year from the date of the
