0001603145-25-000006 Sample Contracts
FORM OF RESTRICTED UNIT AWARD AGREEMENT under the XPLR INFRASTRUCTURE, LP 2024 LONG TERM INCENTIVE PLANRestricted Unit Award Agreement • February 21st, 2025 • XPLR Infrastructure, LP • Electric services • Florida
This Restricted Unit Award Agreement (“Agreement”), between XPLR Infrastructure, LP (hereinafter called the “Company”) and #ParticipantName+C# (hereinafter called the “Grantee”) is dated #GrantDate#. All capitalized terms used in this Agreement which are not defined herein shall have the meanings ascribed to such terms in the XPLR Infrastructure, LP 2024 Long Term Incentive Plan, as amended from time to time (the “Plan”).
XPLR INFRASTRUCTURE, LP SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2025 • XPLR Infrastructure, LP • Electric services • New York
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 17, 2025, by and between XPLR Infrastructure, LP, a Delaware limited partnership (the “Partnership”), and NextEra Energy, Inc., a Florida corporation (“NextEra”). Except as otherwise specified herein, all capitalized terms in this Agreement are defined in Section 1.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GENESIS SOLAR HOLDINGS, LLC A Delaware Limited Liability Company February 17, 2025Limited Liability Company Agreement • February 21st, 2025 • XPLR Infrastructure, LP • Electric services • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Genesis Solar Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of February 17, 2025 (the “Amendment and Restatement Date”), is adopted and executed pursuant to Section 13.04 of the Third Amended and Restated LLC Agreement (as defined below) by Genesis Solar Funding, LLC, a Delaware limited liability company (“XPLR Member”) in its capacity as the Managing Member (as defined below), and shall be binding upon each of (i) KKR Genesis 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”), (ii) XPLR Member, (iii) each other Person that may be admitted as a Member pursuant to the terms of this Agreement, and (iv) XPLR Infrastructure, LP, a Delaware limited partnership formerly known as NextEra Energy Partners, LP (“XPLR”), solely to the extent of its obligations
XPLR INFRASTRUCTURE, LP, XPLR INFRASTRUCTURE OPERATING PARTNERS GP, LLC and XPLR INFRASTRUCTURE OPERATING PARTNERS, LP and NEXTERA ENERGY MANAGEMENT PARTNERS, LP as Manager FIFTH AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • February 21st, 2025 • XPLR Infrastructure, LP • Electric services • New York
AMENDED AND RESTATED EXCHANGE AGREEMENT BY AND AMONG NEXTERA ENERGY EQUITY PARTNERS, LP XPLR INFRASTRUCTURE OPERATING PARTNERS, LP XPLR INFRASTRUCTURE PARTNERS GP, INC. and XPLR INFRASTRUCTURE, LP Dated as of February 17, 2025Exchange Agreement • February 21st, 2025 • XPLR Infrastructure, LP • Electric services • New York
AMENDED AND RESTATED EXCHANGE AGREEMENT (the “Agreement”), dated as of February 17, 2025, by and among XPLR Infrastructure, LP, a Delaware limited partnership (“XPLR”), XPLR Infrastructure Partners GP, Inc., a Delaware corporation (“XPLR Partners GP”), XPLR Infrastructure Operating Partners, LP, a Delaware limited partnership (“XPLR Operating LP”) and NextEra Energy Equity Partners, LP, a Delaware limited partnership (“NEE Equity” );
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • February 21st, 2025 • XPLR Infrastructure, LP • Electric services • Delaware
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is made and entered into as of the [ ] day of February, 2025, by and among XPLR INFRASTRUCTURE, LP, a Delaware limited partnership (“XPLR”), XPLR INFRASTRUCTURE OPERATING PARTNERS, LP, a Delaware limited partnership (“XPLR Operating LP”), and NEXTERA ENERGY RESOURCES, LLC, a Delaware limited liability company (“NEER”), each a “Party” and, collectively, the “Parties.” This Agreement shall become effective on the date first written above (the “Effective Time”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF XPLR INFRASTRUCTURE PIPELINES, LLC A Delaware Limited Liability Company February 17, 2025Limited Liability Company Agreement • February 21st, 2025 • XPLR Infrastructure, LP • Electric services • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) of XPLR Infrastructure Pipelines, LLC, a Delaware limited liability company (the “Company”), dated as of February 17, 2025 (the “Amendment and Restatement Date”), is adopted and executed pursuant to Section 13.04 of the 2019 A&R LLC Agreement (as defined below) by XPLR Infrastructure Pipeline Holdings, LLC, a Delaware limited liability company formerly known as NextEra Energy Partners Pipelines Holdings, LLC, in its capacity as the Managing Member (as defined below), and shall be binding upon each of (i) XPLR Infrastructure Pipeline Holdings, LLC (“XPLR Member”), (ii) GEPIF III Meade Investco, L.P., a Delaware limited partnership, in its capacities as the initial Class B Member and as the Class B Member Representative hereunder (the “GEPIF Investor”), (iii) each Person that may be
XPLR INFRASTRUCTURE OPERATING PARTNERS, LP and NEXTERA ENERGY RESOURCES, LLC SECOND AMENDED AND RESTATED CASH SWEEP AND CREDIT SUPPORT AGREEMENTCash Sweep and Credit Support Agreement • February 21st, 2025 • XPLR Infrastructure, LP • Electric services • New York
THIS SECOND AMENDED AND RESTATED CASH SWEEP AND CREDIT SUPPORT AGREEMENT (this “Agreement”) is made as of February 17, 2025, by and between XPLR Infrastructure Operating Partners, LP, a Delaware limited partnership (“XPLR Operating LP”), and NextEra Energy Resources, LLC, a Delaware limited liability company (“NEER”).