Baker Botts Sample Contracts

GLOBAL PARTNERS LP 2,400,000 9.75% Series a Fixed-To-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (August 2nd, 2018)

This is to confirm the agreement by and among the Partnership, Global GP LLC, a Delaware limited liability company (the General Partner), and Global Operating LLC, a Delaware limited liability company (Global Operating and, together with the Partnership and the General Partner, the Partnership Parties), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Partnership by the Underwriters. Global Companies LLC, a Delaware limited liability company (Global Companies), Global Montello Group Corp., a Delaware corporation (Global Montello), Global Partners Energy

CREDIT AGREEMENT Dated as of July 24, 2018 Among WESTLAKE CHEMICAL CORPORATION, the Lenders Party Hereto the Issuing Banks Party Hereto and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Sole Bookrunner and Sole Lead Arranger, BANK OF AMERICA, N.A. And WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents. (July 26th, 2018)

CREDIT AGREEMENT dated as of July 24, 2018 among WESTLAKE CHEMICAL CORPORATION, the LENDERS party hereto from time to time, the Issuing Banks from time to time party hereto, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent.

Hi-Crush Partners LP – PURCHASE AND SALE AGREEMENT BY AND AMONG HI-CRUSH CANADA INC., HI-CRUSH CANADA DISTRIBUTION CORP., AND FOR THE LIMITED PURPOSES SET FORTH IN SECTION 9.15, HI- CRUSH PARTNERS LP, AND FB INDUSTRIES INC., 6446508 MANITOBA INC., THE HENRY AND GLORIA FRIESEN FAMILY TRUST (2013), TYLER FRIESEN, MAVIS DOELL, TRACY FRIESEN, HENRY FRIESEN, GLORIA FRIESEN and JONATHAN DOELL, AND JONATHAN DOELL, IN HIS CAPACITY AS SELLERS REPRESENTATIVE DATED AS OF JULY 19, 2018 (July 23rd, 2018)

THIS PURCHASE AND SALE AGREEMENT, dated as of July 19, 2018 (this Agreement), is entered into by and among Hi-Crush Canada Inc., a Delaware corporation (US Purchaser), Hi-Crush Canada Distribution Corp., a British Columbia corporation (Canadian Purchaser, and together with US Purchaser, the Purchasers), and for the limited purposes set forth in Section 9.15, Hi-Crush Partners LP, a Delaware limited partnership (Hi-Crush), on the one hand, and FB Industries Inc., a Manitoba corporation (FB), 6446508 Manitoba Inc., a Manitoba corporation (644, and together with FB, the Companies and each, a Company), The Henry and Gloria Friesen Family Trust (2013), Tyler Friesen, Mavis Doell, Tracy Friesen, Henry Friesen, Gloria Friesen and Jonathan Doell (the Sellers and each, a Seller, and together with the Companies, the Seller Parties and each, a Seller Party), and Jonathan Doell, solely in his capacity as the representative of the Sellers (the Sellers Representative), on the other hand.

Kimbell Royalty Partners, LP – Amendment No. 1 to Credit Agreement (July 18th, 2018)

THIS CREDIT AGREEMENT is dated as of January 11, 2017, as amended through July 12, 2018, among KIMBELL ROYALTY PARTNERS, LP, a Delaware limited partnership (the Borrower), FROST BANK and each of the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a Lender and, collectively, the Lenders), and FROST BANK, as administrative agent for the Lenders (the Administrative Agent).

Kimbell Royalty Partners, LP – Voting Agreement (July 18th, 2018)

THIS VOTING AGREEMENT (this Agreement), dated as of July 12, 2018 (the Effective Date), is among Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer), EIGF Aggregator III LLC, a Delaware limited liability company (EIGF), TE Drilling Aggregator LLC, a Delaware limited liability company (TE Drilling), and Haymaker Management, LLC, a Texas limited liability company (together with EIGF and TE Drilling, the Seller Holders). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Kimbell Royalty Partners, LP – Transition Services Agreement (July 18th, 2018)

This Transition Services Agreement (this Agreement), dated as of July 12, 2018 (the Effective Date), is by and between Haymaker Services, LLC, a Delaware limited liability company (the Service Provider), and Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Kimbell Royalty Partners, LP – Registration Rights Agreement (July 18th, 2018)

This REGISTRATION RIGHTS AGREEMENT, dated as of July 12, 2018 (this Agreement), is by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the Partnership), and the holders of common units representing limited partner interests in the Partnership (the Common Units) listed on the signature page hereof.

Kimbell Royalty Partners, LP – Voting Agreement (July 18th, 2018)

THIS VOTING AGREEMENT (this Agreement), dated as of July 12, 2018 (the Effective Date), is among Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer) and Haymaker Minerals & Royalties, LLC, a Delaware limited liability company (the Seller Holder). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties.

Cactus, Inc. – Cactus, Inc. 10,000,000 Shares Class a Common Stock ($0.01 Par Value) Underwriting Agreement (July 16th, 2018)

Cactus, Inc., a corporation organized under the laws of Delaware (the Company), proposes to sell to the several underwriters named in Schedule I hereto (the Underwriters), for whom you (the Representatives) are acting as representatives, 10,000,000 shares of Class A common stock, $0.01 par value (Class A Common Stock), of the Company (said shares to be issued and sold by the Company being hereinafter called the Underwritten Securities). The Company also proposes to grant to the Underwriters an option to purchase up to 1,500,000 additional shares of Class A Common Stock solely to cover over-allotments, if any (the Option Securities; the Option Securities, together with the Underwritten Securities, being hereinafter called the Securities). The use of the neuter in this underwriting agreement (this Agreement) shall include the feminine and masculine wherever appropriate.

Cactus, Inc. – Class a Common Stock ($0.01 Par Value) Underwriting Agreement (July 9th, 2018)

Cactus, Inc., a corporation organized under the laws of Delaware (the Company), proposes to sell to the several underwriters named in Schedule I hereto (the Underwriters), for whom you (the Representatives) are acting as representatives, [*] shares of Class A common stock, $0.01 par value (Class A Common Stock), of the Company (said shares to be issued and sold by the Company being hereinafter called the Underwritten Securities). The Company also proposes to grant to the Underwriters an option to purchase up to [*] additional shares of Class A Common Stock solely to cover over-allotments, if any (the Option Securities; the Option Securities, together with the Underwritten Securities, being hereinafter called the Securities). The use of the neuter in this underwriting agreement (this Agreement) shall include the feminine and masculine wherever appropriate.

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (July 3rd, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the "Effective Date"), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the "Company"), MVP Holdco, LLC, a Delaware limited liability company ("EQT"), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company ("USG"), VED NPI IV, LLC, a Delaware limited liability company ("Vega Carryco"), WGL Midstream, Inc., a Delaware corporation ("WGL"), RGC Midstream, LLC, a Virginia limited liability company ("Roanoke"), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company ("Con Edison"), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

LGI HOMES, INC. $300,000,000 6.875% Senior Notes Due 2026 PURCHASE AGREEMENT (June 29th, 2018)
Senior Notes 4.22% Senior Notes, Due August 15, 2028 NOTE PURCHASE AGREEMENT (June 29th, 2018)

The Company has authorized the issue and sale of $125,000,000 aggregate principal amount of its 4.22% Senior Notes, due August 15, 2028 (the "Notes", such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by such Purchasers of such Notes and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Senior Guaranteed Notes 4.07% Senior Guaranteed Notes, Due August 15, 2025 NOTE PURCHASE AGREEMENT (June 29th, 2018)

EL PASO ELECTRIC COMPANY, a Texas corporation (the "Company"), agrees with each of the Purchasers, and will instruct The Bank of New York Mellon Trust Company, N.A., not in its individual capacity, but solely in its capacity as trustee of the Rio Grande Resources Trust II (as successor to JPMorgan Chase Bank, N.A., in such capacity, the "Trustee") to cause the RIO GRANDE RESOURCES TRUST II (the "Issuer") to agree with each of the Purchasers as follows:

Linn Energy – Second Amendment to Credit Agreement (June 28th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Holdings (as defined below); MidCo (as defined below); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

CREDIT AGREEMENT Dated as of June 22, 2018, Among TRANSOCEAN INC., as Borrower, THE LENDERS PARTIES HERETO, CITIBANK, N.A., as Administrative Agent, CITIBANK, N.A., as Collateral Agent, WELLS FARGO SECURITIES, LLC, as Syndication Agent, and GOLDMAN SACHS BANK USA and DNB BANK ASA, NEW YORK BRANCH, (June 27th, 2018)

THIS CREDIT AGREEMENT, dated as of June 22, 2018, among TRANSOCEAN INC., a Cayman Islands exempted company, as the borrower, the Lenders from time to time parties hereto, the Issuing Banks from time to time parties hereto, CITIBANK, N.A., as administrative agent for the Lenders (the "Administrative Agent"), CITIBANK, N.A., acting through its Agency & Trust Division, as collateral agent for the Issuing Banks and the Lenders (the Collateral Agent"), WELLS FARGO SECURITIES, LLC, as syndication agent for the Lenders (in such capacity, the "Syndication Agent"), and GOLDMAN SACHS BANK USA and DNB BANK ASA, NEW YORK BRANCH, as co-documentation agents for the Lenders (in such capacities, collectively the "Co-Documentation Agents").

Riviera Resources, LLC – Second Amendment to Credit Agreement (June 27th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Holdings (as defined below); MidCo (as defined below); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

Riviera Resources, LLC – Credit Agreement Dated as of August 4, 2017, Among Linn Energy Holdco Ii Llc, as Borrower, Linn Energy Holdco Llc, as Parent, Linn Energy, Inc., as Holdings Royal Bank of Canada, as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank Plc Jpmorgan Chase Bank, N.A. Morgan Stanley Senior Funding, Inc., and Pnc Bank National Association, as Co-Documentation Agents and the Lenders Party Hereto From Time to Time Joint Lead Arrangers and Joint Book Runners Rbc Capital Markets Citigroup Global Markets, Inc. (June 27th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Linn Energy, Inc., a corporation duly formed and existing under the laws of the State of Delaware (Holdings); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

Eqt Midstream Partners Lp – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (June 18th, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the Effective Date), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the Company), MVP Holdco, LLC, a Delaware limited liability company (EQT), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (USG), VED NPI IV, LLC, a Delaware limited liability company (Vega Carryco), WGL Midstream, Inc., a Delaware corporation (WGL), RGC Midstream, LLC, a Virginia limited liability company (Roanoke), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company (Con Edison), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

EQT GP Holdings, LP – THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MOUNTAIN VALLEY PIPELINE, LLC a Delaware Series Limited Liability Company April 6, 2018 (June 18th, 2018)

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) OF MOUNTAIN VALLEY PIPELINE, LLC, dated as of April 6, 2018 (the Effective Date), is adopted and agreed to by Mountain Valley Pipeline, LLC, a Delaware limited liability company (the Company), MVP Holdco, LLC, a Delaware limited liability company (EQT), US Marcellus Gas Infrastructure, LLC, a Delaware limited liability company (USG), VED NPI IV, LLC, a Delaware limited liability company (Vega Carryco), WGL Midstream, Inc., a Delaware corporation (WGL), RGC Midstream, LLC, a Virginia limited liability company (Roanoke), and Con Edison Gas Pipeline and Storage, LLC, a New York limited liability company (Con Edison), and each Person from time to time admitted to the Company as a Member in accordance with the terms hereof.

Kimbell Royalty Partners, LP – SERIES a PREFERRED UNIT PURCHASE AGREEMENT Among KIMBELL ROYALTY PARTNERS, LP and THE SEVERAL PURCHASERS PARTY HERETO May 28, 2018 (June 1st, 2018)

This Series A Preferred Unit Purchase Agreement, dated as of May 28, 2018 (this Agreement), is entered into by and among Kimbell Royalty Partners, LP, a Delaware limited partnership (the Partnership), and AA Direct, L.P., a Delaware limited partnership, AP KRP Holdings, L.P., a Delaware limited partnership, AIE III Investments, L.P., a Delaware limited partnership, Apollo Kings Alley Credit SPV, L.P., a Delaware limited partnership, Apollo SPN Investments I (Credit), LLC, a Delaware limited liability company, Apollo Thunder Partners, L.P., a Delaware limited partnership, ATCF Subsidiary (DC), LLC, a Delaware limited liability company, Apollo Union Street SPV, L.P., a Delaware limited partnership, Zeus Strategic US Holdings, L.P., a Delaware limited partnership, and Apollo Lincoln Private Credit Fund, L.P., a Delaware limited partnership (such entities listed after the Partnership, each, a Purchaser and collectively, the Purchasers).

Kimbell Royalty Partners, LP – SECURITIES PURCHASE AGREEMENT Among HAYMAKER MINERALS & ROYALTIES, LLC, HAYMAKER SERVICES, LLC and KIMBELL ROYALTY PARTNERS, LP Dated as of May 28, 2018 (June 1st, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of May 28, 2018 (the Execution Date), is among Haymaker Minerals & Royalties, LLC, a Delaware limited liability company (Seller), Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer) and, solely for the purpose of Section 6.20, Haymaker Services, LLC, a Delaware limited liability company (Services). Seller, Buyer and Services are sometimes referred to herein individually as a Party and collectively as the Parties.

Kimbell Royalty Partners, LP – SECURITIES PURCHASE AGREEMENT Among HAYMAKER RESOURCES, LP, HAYMAKER SERVICES, LLC and KIMBELL ROYALTY PARTNERS, LP Dated as of May 28, 2018 (June 1st, 2018)

THIS SECURITIES PURCHASE AGREEMENT (this Agreement), dated as of May 28, 2018 (the Execution Date), is among Haymaker Resources, LP, a Delaware limited partnership (Seller), Kimbell Royalty Partners, LP, a Delaware limited partnership (Buyer) and, solely for the purpose of Section 6.20, Haymaker Services, LLC, a Delaware limited liability company (Services). Seller, Buyer and Services are sometimes referred to herein individually as a Party and collectively as the Parties.

Second Amendment to Amended and Restated Credit Agreement (May 29th, 2018)

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 25, 2018 (this Amendment), is by and among CENTERPOINT ENERGY, INC., a Texas corporation (the Borrower), each Bank party hereto, each Issuing Bank party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Second Amendment to Amended and Restated Credit Agreement (May 29th, 2018)

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 25, 2018 (this Amendment), is by and among CENTERPOINT ENERGY, INC., a Texas corporation (the Borrower), each Bank party hereto, each Issuing Bank party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

INDENTURE Dated as of May 24, 2018 (May 25th, 2018)

INDENTURE, dated as of May 24, 2018, between NRG Energy, Inc., a Delaware corporation, as issuer (the Company), the Guarantors (as defined herein), as guarantors, and Delaware Trust Company, as trustee (the Trustee).

Xeris Pharmaceuticals Inc – [***] Indicates Material That Has Been Omitted and for Which Confidential Treatment Has Been Requested. All Such Omitted Material Has Been Filed With the Securities and Exchange Commission Pursuant to Rule 406 Promulgated Under the Securities Act of 1933, as Amended Joint Development Agreement Between Xeris Pharmaceuticals, Inc. And Scandinavian Health Limited Dated: January 29, 2016 (May 24th, 2018)

THIS JOINT DEVELOPMENT AGREEMENT (the Agreement) is entered into as of January 29, 2016 (the Effective Date) and is made by and between Xeris Pharmaceuticals, Inc., a Delaware corporation, with its principal office at 3208 Red River Street, Suite 300, Austin, TX 78705, USA (XPI) and Scandinavian Health Limited, a company existing under the laws of Hong Kong, having its principal office at Room 810, Argyle Centre, Phase 1, 688 Nathan Road, Kowloon, Hong Kong (SHL). XPI and SHL are each referred to as a Party, and collectively as the Parties.

STOCK PURCHASE AGREEMENT by and Among THE SOUTHERN COMPANY, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. _____________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among The Southern Company, a Delaware corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), and NextEra Energy, Inc., a Florida corporation ("Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and collectively as the "Parties".

STOCK PURCHASE AGREEMENT by and Among THE SOUTHERN COMPANY, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. _________________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among The Southern Company, a Delaware corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), and NextEra Energy, Inc., a Florida corporation ("Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and collectively as the "Parties".

STOCK PURCHASE AGREEMENT by and Among NUI CORPORATION, SOUTHERN COMPANY GAS, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. __________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among NUI Corporation, a New Jersey corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), NextEra Energy, Inc., a Florida corporation ("Parent"), and, solely for the limited purposes expressly set forth in Article X and Article VII, Southern Company Gas, a Georgia corporation ("Seller Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and, collectively, as the "Parties".

STOCK PURCHASE AGREEMENT by and Among NUI CORPORATION, SOUTHERN COMPANY GAS, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. ____________________________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among NUI Corporation, a New Jersey corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), NextEra Energy, Inc., a Florida corporation ("Parent"), and, solely for the limited purposes expressly set forth in Article X and Article VII, Southern Company Gas, a Georgia corporation ("Seller Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and, collectively, as the "Parties".

EQUITY INTEREST PURCHASE AGREEMENT by and Among SOUTHERN POWER COMPANY, 700 UNIVERSE, LLC and NEXTERA ENERGY, INC. ___________________________ Dated as of May 20, 2018 (May 23rd, 2018)

This EQUITY INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of May 20, 2018, is by and among Southern Power Company, a Delaware corporation ("Seller"), 700 Universe, LLC, a Delaware limited liability company ("Purchaser"), and NextEra Energy, Inc., a Florida corporation ("Parent"). Seller, Purchaser and Parent are each referred to individually in this Agreement as a "Party" and, collectively, as the "Parties".

Access Midstream Partners L.P. – Support Agreement (May 17th, 2018)

THIS SUPPORT AGREEMENT, dated as of May 16, 2018 (this Agreement), is entered into by and between Williams Partners L.P., a Delaware limited partnership (WPZ), and Williams Gas Pipeline Company, LLC, a Delaware limited liability company (the Unitholder).

Access Midstream Partners L.P. – AGREEMENT AND PLAN OF MERGER Dated as of MAY 16, 2018 by and Among THE WILLIAMS COMPANIES, INC., SCMS LLC, WILLIAMS PARTNERS L.P., and WPZ GP LLC (May 17th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of May 16, 2018 (the Execution Date), is entered into by and among The Williams Companies, Inc., a Delaware corporation (Parent), SCMS LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub), Williams Partners L.P., a Delaware limited partnership (WPZ), and WPZ GP LLC, a Delaware limited liability company and the general partner of WPZ (WPZ General Partner).

AGREEMENT AND PLAN OF MERGER Dated as of MAY 16, 2018 by and Among THE WILLIAMS COMPANIES, INC., SCMS LLC, WILLIAMS PARTNERS L.P., and WPZ GP LLC (May 17th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) dated as of May 16, 2018 (the Execution Date), is entered into by and among The Williams Companies, Inc., a Delaware corporation (Parent), SCMS LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub), Williams Partners L.P., a Delaware limited partnership (WPZ), and WPZ GP LLC, a Delaware limited liability company and the general partner of WPZ (WPZ General Partner).