Common use of Call Option Clause in Contracts

Call Option. (a) During the period beginning on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”), NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price that implies an Internal Rate of Return to GEPIF of seven and three quarters percent (7.75%), measured from the Effective Date to the Call Option Closing Date (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the Call Option Purchase Price, and (iii) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cash.

Call Option. (a) During (i) If the period beginning on Investor’s employment with or service to, as applicable, Parent and its Subsidiaries is terminated (x) by Parent or its Subsidiaries for Cause, (y) upon a voluntary resignation by the Flip Date and continuing until Investor when grounds for Cause exist or (z) upon a voluntary resignation by the first Investor (1stother than for Good Reason) anniversary within 12 months following the Closing, or (ii) in the event of the Flip Date (the “Call Option Period”)a Restrictive Covenant Violation, NEP Member Parent shall have the right, but not at any time during the obligation12 months following, as applicable, each of (I) the Termination Date or (II) the date of such Restrictive Covenant Violation (or, if later, the date on which the Board has actual knowledge thereof), to acquire allpurchase (together with the rights in Section 2.1(b) and Section 2.1(c), but not less than allthe “Call Option”), and each member of the outstanding Class B Units Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to the lesser of (1) Fair Market Value (measured as of the date of the election to purchase such Shares is delivered, the “Repurchase Notice Date”) and (2) Cost; provided, that implies an Internal Rate of Return to GEPIF of seven such purchase price shall not be less than zero. (b) If the Investor’s employment with or service to, as applicable, Parent and three quarters percent (7.75%its Subsidiaries terminates for any reason other than as provided for in Section 2.1(a), Parent shall have the right, at any time during the 12 months following the Termination Date, to purchase, and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then-held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured from as of the Effective Repurchase Notice Date). (c) In the event that the Investor engages in a Competitive Activity (as defined in Annex I) without the prior written consent of Parent at any time after the Investor’s Termination Date (regardless of whether such conduct constitutes a Restrictive Covenant Violation), then Parent shall have the right, at any time during the 12 months following the date of engagement in a Competitive Activity (or, if later, the date on which the Board has knowledge thereof) and each member of the Investor’s Family Group shall be required to sell to Parent, all or any portion of the Shares then‑held by such member of the Investor’s Family Group at a purchase price per Share equal to Fair Market Value (measured as of the Repurchase Notice Date). Parent may elect to exercise its Call Option in Section 2.1(a) in lieu of this Section 2.1(c), to the extent applicable. (d) If Parent desires to exercise the Call Option Closing Date pursuant to this Section 2.1, Parent shall send written notice to each member of the Investor’s Family Group of its intention to purchase Shares, specifying the number of Shares to be purchased and the purchase price thereof (the “Call Option Purchase PriceNotice”). Subject to the provisions of Section 2.2, upon the closing of the purchase shall take place at the principal office of Parent on a date specified by Parent not later than the 30th day after the giving of the Call Notice. Notwithstanding the foregoing, if Parent elects not to exercise the Call Option pursuant to this Section 2.1 (or elects to exercise the Call Option with respect to less than all Shares, the Sponsor may elect to cause one of its Affiliates or another designee to purchase such Shares on the same terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the Call Option Purchase Price, and (iii) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) 2.1 by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary each member of the Effective Date. At any time during Investor’s Family Group of its intention to purchase the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cashShares.

Call Option. (a) During the period beginning on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”), NEP Member The Company shall have the right, but not the obligationat any time and from time to time commencing on July 1, 1999 to acquire all, but not less than all, purchase from any holder of the outstanding Class B Units Note (the "Call Option") the Note at a purchase call price that implies an Internal Rate of Return to GEPIF of seven one hundred and three quarters sixteent & 6/10 percent (7.75116.6%)) of the principal amount, measured from plus accrued and unpaid interest thereon (the Effective Date "Call Price") by delivering to the Call Option Closing Date (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or Purchasers a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing specifying (i) the date (the “Call Option Closing Date”) on which number of Conversion Shares that are subject to the Call Option is to be consummated (the “Call Option Closing”)Option, (ii) the Call Option Purchase Price, and (iii) the form of consideration to be used to pay date, not earlier than twenty (20) Trading Days and not later than thirty (30) days, on which the Call Option Purchase Price, which shall be either cashexercised (the "Call Exercise Date"). Commencing on the first day of the month from August 1, Non-Voting NEP Common Units1999 and on each month thereafter until the Maturity Date, or a combination of cash and Non-Voting NEP Common Unitsthe Call Price shall be increased by one percent (1%) per month. (b) On the Call Exercise Date (i) the Purchasers shall deliver to the Company the Note, properly endorsed, representing the Note subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if and (Aii) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) Company shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect deliver to the NEP Common Units into which Purchasers, in immediately available funds, the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The applicable Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option PeriodPrice. (c) Subject to Section 7.02(b), NEP Member may pay the The Call Option Purchase Price, provisions described in this Section 2 shall at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent all times be subject to (50%i) the prior Conversion Rights of the total Call Option Purchase Price paid Purchasers and (ii) the shares of Common Stock underlying the Notes must be covered by an effective resale registration statement pursuant to the Class B Members -------------------------------------------------------------------------------- PUT AND CALL AGREEMENT - Page 2 84734.3 (or their nominee(s)). If some or all Vitech America, Inc.) terms of the consideration set forth in Securities Purchase Agreement at the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date time of the Call Option Notice. The Class B Members shall have five (5) days following receipt of Notice and on the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cashExercise Date. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cash.

Call Option. (a) During the period beginning on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”), NEP Member The Company shall have the right, but not at any time and from time to time commencing one (1) year after the obligationClosing Date, to acquire all, but not less than all, purchase from any holder of the outstanding Class B Units Notes (the "Call Option") the Notes at a purchase call price that implies an Internal Rate of Return to GEPIF of seven one hundred and three quarters twelve percent (7.75112%)) of the principal amount, measured from plus accrued and unpaid interest thereon (the Effective Date "Call Price") by delivering to the Call Option Closing Date (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or Purchasers a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing specifying (i) the date (the “Call Option Closing Date”) on which number of Conversion Shares that are subject to the Call Option is to be consummated (the “Call Option Closing”)Option, (ii) the Call Option Purchase Price, and (iii) the form of consideration to be used to pay date, not earlier than twenty (20) Trading Days and not later than thirty (30) days, on which the Call Option Purchase Price, which shall be either cashexercised (the "Call Exercise Date"). Commencing on the first day of the thirteenth (13th) month from the date hereof (November 1, Non-Voting NEP Common Units1998) and on each month thereafter until the Maturity Date, or a combination of cash and Non-Voting NEP Common Unitsthe Call Price shall be increased by one percent (1%) per month. (b) On the Call Exercise Date (i) the Purchasers shall deliver to the Company the Notes, properly endorsed, representing the Notes subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if and (Aii) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) Company shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect deliver to the NEP Common Units into which Purchasers, in immediately available funds, the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The applicable Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option PeriodPrice. (c) Subject to Section 7.02(b), NEP Member may pay the The Call Option Purchase Price, provisions described in this Section 3 shall at its option, in either cash, Non-Voting NEP Common Units, or a combination all times be subject to (i) the prior Conversion Rights of cash the Purchasers and Non-Voting NEP Common Units; provided, however, that cash may not constitute (ii) the following limitations: (A) no more than fifty percent (50%) 8.33% of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all outstanding principal balance of the consideration Notes may be called at any one time; (B) at least thirty (30) calendar days must elapsed between Call Options; (C) Call Options will be effected pro rata among the Purchasers in the manner set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP Section 3.4 of the NEP Securities Purchase Agreement; and (D) the shares of Common Units on Stock underlying the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall Notes must be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option covered by an effective resale registration statement pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of Securities Purchase Agreement at the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion time of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force Notice and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cashExercise Date.

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after December 11, 2022, but prior to June 11, 2026, NEP Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF of seven and three quarters percent (7.75%)this Section 7.02, measured from the Effective Date to the Call Option Closing Date (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”), of (i) eight and thirty-two hundredths of a percent (8.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the applicable Call Option Closing Date, and, with respect to the period from the Effective Date to the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase PricePrice per Class B Unit, and (iiiiv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02(c)7.02, and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, that NEP Member may issue a maximum of (A) three (3) Call Option Notices in any calendar year and (B) one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members at least seven (7) Business Days and no more than ten (10) Business Days in advance of the Call Option Closing Date and shall be irrevocable. Delivery of the initial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option only if in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to December 11, 2022). No Call Option Notice may be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year (or any other expected public announcement of earnings or other “blackout period” under NEP Member’s trading policies that are applicable to all holders of NEP Common Units). (c) The following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued, (i) for a number of Class B Units that is less than eight percent (8%) of the Class B Units outstanding on the date of the applicable Call Option Notice; and (ii) if, and to the extent that, as a result of such exercise, on the applicable Call Option Closing Date, the holders of Class B Units other than the NEP Class B Parties would own less than sixteen percent (16%) of the Class B Units then outstanding, unless, in the case of this clause (ii), the exercise of such Call Option is for the purchase of all remaining Class B Units not held by the NEP Class B Parties; and (ii) the aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, shall be no more than: (A) from December 11, 2022, but prior to June 11, 2023, ten percent (10%) of the total number of outstanding Class B Units; (B) from June 11, 2023, but prior to December 11, 2023, twenty-five percent (25%) of the total number of outstanding Class B Units; (C) from December 11, 2023, but prior to June 11, 2024, fifty percent (50%) of the total number of outstanding Class B Units; (D) from June 11, 2024, but prior to December 11, 2024, seventy-five percent (75%) of the total number of outstanding Class B Units; and (E) from December 11, 2024, but prior to June 11, 2026, one hundred percent (100%) of the total number of outstanding Class B Units. (d) Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, ; (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (zii) the Registration Rights Agreement shall be is in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Limited Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period.; (ciii) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to filed a maximum of thirty percent (30%) of the total Call Option Purchase Price (registration statement with the balance to be paid in Non-Voting NEP Common Units), unless SEC registering the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months resale of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units issued at such Call Option Closing are convertible, subject and such registration shall have been declared effective by the SEC, and no stop order shall have been issued with respect thereto; (iv) (A) none of NEP or its Affiliates has knowledge of previously undisclosed material events or developments that NEP or such Affiliate would be obligated to and in accordance with disclose publicly, under applicable Law or the terms rules of the National Securities Exchange on which the NEP Partnership AgreementCommon Units are listed, if NEP or such Affiliate were offering and selling NEP Common Units (or other publicly traded securities), the disclosure of which would notreasonably be expected to negatively affect the trading price of NEP Common Units on the applicable National Securities Exchange; and (B) NEP (or its Affiliates) shall have publicly disclosed any material events or developments that would reasonably be expected to negatively affect the trading price of NEP Common Units on the applicable National Securities Exchange at least one (1) full Trading Day (on which NEP Common Units traded on the applicable National Securities Exchange without stop or interruption) prior to the issuance of any Call Option Notice; (v) in any exercise of the Call Option, immediately following conversion thereofthe aggregate number of NEP Common Units and Non-Voting NEP Common Units that will be issued to holders of Class B Units at the applicable Call Option Closing, exceed together with all NEP Common Units and Non-Voting NEP Common Units issued in all prior exercises of the Call Option, shall be no more than twenty-two and a one half percent (22.5%) of the publicly traded class total number of outstanding NEP Common Units then outstanding on a Fully Diluted Basis (inclusive of those including any NEP Common Units into which to be issued at the applicable Call Option Closing); and (vi) on such Call Option Closing Date, there being no Call Option Cash Shortfall. (e) NEP Member may pay any Call Option Purchase Price, at its option (subject to Section 7.02(d) above), in either cash, Non-Voting NEP Common Units are convertible(or, if requested pursuant to Section 7.02(b), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided), further, that or a combination of cash and Non-Voting NEP Common Units may be used (or, if requested pursuant to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effectSection 7.02(b), without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units); provided, however, that the issuance price for each such Non-Voting NEP Common Unit will holder of Class B Units to be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth hereinpurchased shall be entitled to require, by written notice delivered to NEP Member shall, not less than three (3) Business Days prior to expiration of the applicable Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exerciseClosing Date, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price payable at such Call Option Closing consist of cash (the “Maximum Requested Call Option Cash PortionConsideration”). Any NEP Common Units or Non-Voting NEP Common Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (with i) the balance 10-day VWAP on the date of the Call Option Notice and (ii) the listed price of a NEP Common Unit as of the end of trading on the date of the Call Option Notice. (f) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to be paid the applicable Class B Units, free of all Encumbrances (other than those created by this Agreement or securities Laws), to NEP Member or its nominee; (ii) NEP Member or its nominee will pay the cash portion of the Call Option Purchase Price to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds; and (iii) NEP shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) to the Class B Members, and, in connection therewith, NEP shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such NEP Common Units or Non-Voting NEP Common Units, as the case may be, to such Class B Members (or the Margin Loan Borrower as their nominee or such other nominee(s)); provided, however, that the Call Option Closing Date may be delayed by written notice to NEP Member from the Class B Member Representative (on behalf of the Class B Members), unless for a period of up to, but not exceeding, seven (7) Business Days solely to the extent there is an Issuer Trading Suspension (as defined in the Margin Loan Agreement) or a Facility Adjustment Event (as defined in the Margin Loan Agreement) that exists or will exist on such Call Option Closing Date. No fractional NEP Common Units or Non-Voting NEP Common Units, as the case may be, will be issued. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the Effective Date until the date of the actual Call Option Closing. (g) Each Class B Member hereby agrees that, in connection with the Call Option Closing, such Class B Member (or its Affiliates) shall borrow under the Margin Loan Agreement the maximum amount available thereunder (subject to the terms and conditions of the Margin Loan, including, for the avoidance of doubt, the LTV Initial Level), and shall use such borrowings, together with any Call Option Cash Consideration and all other cash on hand and all Cash Equivalents of the Class B Member, to repay, all of such Class B Member’s then outstanding Indebtedness under the Credit Agreement (including any breakage costs, termination fees, or other payments that would be due or payable thereunder) and all other Indebtedness required to be repaid as a result of the exercise of such Call Option, in each case, pursuant to which the Class B Units being acquired pursuant to the exercise of such Call Option are Encumbered (other than Indebtedness incurred pursuant to the Margin Loan Agreement (which, for the avoidance of doubt, shall not be secured by Encumbrances on any Class B Units)). To the extent it is determined that the net proceeds from the Margin Loan Agreement, together with any Call Option Cash Consideration (net of any deductions or withholdings therefrom pursuant to Section 7.02(l)) and any other cash on hand and Cash Equivalents of the Class B Member, are insufficient to repay in full all Indebtedness of the Class B Member and any other Indebtedness pursuant to which such Class B Units are Encumbered required to be repaid as a result of the exercise of such Call Option, plus the amounts required to be paid by the Class B Member constituting amounts owed by the Class B Member as termination payments and unpaid amounts under any swap, cap, forward, future, or other derivative transaction entered into in connection with the hedging of interest rates under the Credit Agreement, and minus amounts required to be paid to the Class B Member constituting amounts owed by the counterparty under any such swap, cap, forward, future, or other derivative transaction as termination payments and unpaid amounts under any such swap, cap, forward, future, or other derivative transaction (such deficiency, a “Call Option Cash Shortfall”), then the Class B Members shall use reasonable best efforts to obtain Qualifying Financing in an amount required to remedy the Call Option Cash Shortfall as promptly as practicable. The Members agree that, until the Credit Agreement Payment In Full, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall. If there is a Call Option Cash Shortfall and the applicable Class B Members are unable, using reasonable best efforts, to secure Qualifying Financing or refinance the existing Margin Loan with a Qualifying Financing or otherwise remedy the Call Option Cash Shortfall by the Call Option Closing Date, then the applicable Call Option Closing shall automatically be delayed for a period of at least five (5) Business Days until such date as the Class B Members obtain such additional or replacement financing to remedy the Call Option Cash Shortfall or there otherwise would no longer be a Call Option Cash Shortfall associated with the exercise of such Call Option; provided, however, that at the applicable Call Option Closing (if any) following the end of such delay, (i) the Call Option Purchase Price shall be calculated from the Effective Date to the date on which such Call Option Closing actually occurs, and (ii) the Issuance Price of the NEP Common Units and Non-Voting NEP Common Units, if any, to be issued as payment (or partial payment) of the applicable Call Option Purchase Price shall be the price set forth in the original Call Option Notice. If the Call Option Closing is delayed for more than ten (10) Business Days in connection with the preceding sentence, then the NEP Member and applicable Class B Members shall work in good faith to remedy the applicable Call Option Cash Shortfall (provided that the foregoing shall not require the Class B Members to take any actions to remedy such Call Option Cash Shortfall other than seeking additional or replacement financing in accordance with this Section 7.02(g)). If the NEP Member and Class B Members are unable to remedy the applicable Call Option Cash Shortfall within twenty (20) Business Days thereafter, then the applicable Call Option Notice shall be deemed revoked. If the Class B Members are able to obtain Qualifying Financing in an amount sufficient to remedy the Call Option Cash Shortfall, then (1) the Class B Member Representative shall promptly deliver written notice specified a higher percentage payable in cashthereof to NEP Member, and (2) the Call Option Closing shall occur as promptly thereafter as practicable. (h) Following consummation of the Call Option pursuan

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after May 13, 2023, but prior to May 13, 2026, NEP Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the 853984.15A-WILSR01A - MSW limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF of seven and three quarters percent (7.75%)this Section 7.02, measured from the Effective Date to the Call Option Closing Date Date, of eleven percent (11%) on each Class B Unit acquired upon the exercise of such Call Option (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (bi) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (iA) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), which shall be seven (ii7) Business Days after the date of the Call Option Notice (the “Call Option Closing Date”), (B) the number of Class B Units to be purchased, (C) the Call Option Purchase PricePrice per Class B Unit, (D) a report in the form of the IRR Report showing the Internal Rate of Return as of the Call Option Closing Date, and (iiiE) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to the other requirements of this Section 7.02(c)7.02, and including the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the issue a maximum of one (1) Call Option only if (y) the NEP LPA Amendment (as that term is used Notice in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreementcalendar quarter. The Call Option Notice shall be delivered to the Class B Members at least ten seven (107) days and no more than fifteen (15) days Business Days in advance of the Call Option Closing Date, it being understood that delivery Date and shall be irrevocable. Delivery of such the initial Call Option Notice may be made prior to the beginning of first date on which NEP Member is permitted to exercise the Call Option Period in accordance with the preceding sentence (but shall not be valid if made after for the end avoidance of the doubt, no Call Option PeriodClosing shall occur prior to May 13, 2023). (cii) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) IfRepresentative shall, at any time during the last six least four (64) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date Business Days prior to the Call Option Closing Date, of either deliver to the Company and NEP Member a written election (i) eight and three quarters percent (8.75%the “Call Option Election Notice”), if fifty percent (50%) or more notifying NEP Member as to whether any of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, Class B Members elects to sell all or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion issued as payment of the Call Option Extension Purchase Price only (“Call Exercise NEP Units”) to a Person other than an Affiliate, Affiliated Fund, or Affiliated Investment Vehicle of such Class B Member (a “Third-Party Buyer”) within three (3) Business Days following the Call Option Closing Date (if applicable, the “Call Units Sale Date”) and specifying the number of Call Exercise NEP Units (yif any) the NEP LPA Amendment to be sold by each Class B Member (as that term is used in the Purchase Agreement) a “Sale Election”). The Call Option Election Notice shall be in full force and effectirrevocable. If any of the Class B Members makes a Sale Election, without any modification theretothen such Class B Members shall use commercially reasonable efforts to make arrangements with an underwriter, and broker, or other sales agent to facilitate such sale (zthe “Sale Arrangement”) of the Registration Rights Agreement Call Exercise NEP Units that are subject to the Sale Election on the Call Units Sale Date. The Class B Member Representative shall be in effect regularly update 853984.15A-WILSR01A - MSW NEP with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms negotiation of the Sale Arrangement, and NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior shall use commercially reasonable efforts to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to cooperate with the Class B Members written notice containing the same information set forth Member Representative in Section 7.02(b) connection with respect sales of Call Exercise NEP Units pursuant to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cashSale Arrangement.

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after May 13, NEP 2023, but prior to May 13, 2026, XPLR Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF of seven and three quarters percent (7.75%)this Section 7.02, measured from the Effective Date to the Call Option Closing Date Date, of eleven percent (11%) on each Class B Unit acquired upon the exercise of such Call Option (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP XPLR Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP XPLR or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP XPLR Member and NEP XPLR shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (bi) To exercise the Call Option, NEP XPLR Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (iA) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), which shall be seven (ii7) Business Days after the date of the Call Option Notice (the “Call Option Closing Date”), (B) the number of Class B Units to be purchased, (C) the Call Option Purchase PricePrice per Class B Unit, (D) a report in the form of the IRR Report showing the Internal Rate of Return as of the Call Option Closing Date, and (iiiE) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP XPLR Common Units, or a combination of cash and Non-Voting NEP XPLR Common Units, subject to the other requirements of this Section 7.02(c)7.02, and including the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP that XPLR Member may issue a maximum of one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members seven (7) Business Days in advance of the Call Option Closing Date and shall be irrevocable. Delivery of the initial Call Option Notice may be made prior to the first date on which XPLR Member is permitted to exercise the Call Option only in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to May 13, 2023). 953941.04-WILSR01A - MSW (ii) The Class B Member Representative shall, at least four (4) Business Days prior to the Call Option Closing Date, deliver to the Company and XPLR Member a written election (the “Call Option Election Notice”), notifying XPLR Member as to whether any of the Class B Members elects to sell all or any portion of the Non-Voting XPLR Common Units to be issued as payment of the Call Option Purchase Price (“Call Exercise XPLR Units”) to a Person other than an Affiliate, Affiliated Fund, or Affiliated Investment Vehicle of such Class B Member (a “Third-Party Buyer”) within three (3) Business Days following the Call Option Closing Date (if applicable, the “Call Units Sale Date”) and specifying the number of Call Exercise XPLR Units (Aif any) to be sold by each Class B Member (a “Sale Election”). The Call Option Election Notice shall be irrevocable. If any of the Class B Members makes a Sale Election, then such Class B Members shall use commercially reasonable efforts to make arrangements with an underwriter, broker, or other sales agent to facilitate such sale (the “Sale Arrangement”) of the Call Exercise XPLR Units that are subject to the Sale Election on the Call Units Sale Date. The Class B Member Representative shall regularly update XPLR with respect to the negotiation of the Sale Arrangement, and XPLR shall use commercially reasonable efforts to cooperate with the Class B Member Representative in connection with sales of Call Exercise XPLR Units pursuant to such Sale Arrangement. (iii) The Class B Member Representative shall, at least two (2) Business Days prior to the Call Option Closing Date, deliver to the Company and XPLR Member a written notice (the “Call Option Sale Notice”), notifying the Company and XPLR Member as to whether any Sale Arrangement has been arranged, and, if so, the Agreed Sale Price per Call Exercise XPLR Unit and the number of Call Exercise XPLR Units to be sold by each applicable Class B Member on the Call Units Sale Date pursuant to such Sale Arrangement. The Call Option Sale Notice shall be irrevocable. XPLR and such Class B Members shall use commercially reasonable efforts to cooperate in any sale of Call Exercise XPLR Units pursuant to such Sale Arrangement. (c) The aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, shall be no more than: (i) from May 13, 2023, but prior to May 13, 2024, twenty-five percent (25%) of the total number of outstanding Class B Units; (ii) from May 13, 2024, but prior to November 13, 2024, fifty percent (50%) of the total number of outstanding Class B Units; (iii) from November 13, 2024, but prior to May 13, 2025, seventy-five percent (75%) of the total number of outstanding Class B Units; and (iv) from and after May 13, 2025, one hundred percent (100%) of the total number of outstanding Class B Units. 953941.04-WILSR01A - MSW (d) Non-Voting XPLR Common Units may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP XPLR Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, ; (Bii) the NEP Registration Rights Agreement shall be in effect with respect to the XPLR Common Units into which the Non-Voting NEP XPLR Common Units are convertible, subject to and in accordance with the terms of the NEP XPLR Limited Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent ; (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (yiii) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period.; (civ) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP XPLR must have an effective registration statement on file with the Commission covering resales of the underlying NEP XPLR Common Units to be received upon conversion of the Non-Voting NEP XPLR Common Units, and none of XPLR or its Affiliates has knowledge of any news, events, or developments that XPLR or such Affiliates believe would require it to suspend the use of such registration statement under Section 2.01(b) of the Registration Rights Agreement; (A) none of XPLR or its Affiliates has knowledge of previously undisclosed material news, events, or developments that XPLR or such Affiliate would be obligated to disclose publicly, under applicable Law or the rules of the National Securities Exchange on which the XPLR Common Units are listed, if XPLR or such Affiliate were offering and selling XPLR Common Units (or other publicly traded securities), the disclosure of which would reasonably be expected to negatively affect the trading price of XPLR Common Units on the applicable National Securities Exchange; and (B) XPLR (or its Affiliates) shall have publicly disclosed any material news, events or developments that would reasonably be expected to negatively affect the trading price of XPLR Common Units on the applicable National Securities Exchange at least one (1) full Trading Day (on which XPLR Common Units traded on the applicable National Securities Exchange without stop or interruption) prior to the issuance of any Call Option Notice; and (vi) in any exercise of the Call Option, the aggregate number of Non-Voting XPLR Common Units that will be issued to holders of Class B Units at the applicable Call Option Closing, together with all Non-Voting XPLR Common Units issued in all prior exercises of the Call Option, shall be no more than twenty-two and one half percent (22.5%) of the total number of outstanding XPLR Common Units on a Fully Diluted Basis (including any Non-Voting XPLR Common Units to be issued at the applicable Call Option Closing). (e) XPLR Member may pay any Call Option Purchase Price, at its option (subject to Section 7.02(d) above), in either cash, Non-Voting XPLR Common Units, or a combination of cash and Non-Voting XPLR Common Units. Any Call Exercise XPLR Units to 953941.04-WILSR01A - MSW be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be specified as the lesser of (X) the 10-day VWAP on the date of the Call Option Notice and (Y) the listed price of a XPLR Common Unit as of the end of trading on the date of the Call Option Notice; provided, furtherhowever, that Non-Voting NEP Common Units may be used to pay that: (i) if any portion of the Call Option Extension Purchase Price only if is to be paid in cash (y) the NEP LPA Amendment (as that term is used in “Call Option Cash Portion”), then the Purchase Agreement) Call Option Cash Portion paid on the Call Option Closing Date shall be in full force and effect, without any modification thereto, and reduced by an amount equal to four percent (z4%) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten Cash Portion; (10ii) days and no more than fifteen if (15A) days in advance any portion of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance is to be paid in Non-Voting NEP XPLR Common Units, (B) the Class B Members have elected to sell some or all of the Call Exercise XPLR Units through the applicable Sale Arrangement, and (C) the applicable Sale Unit Clawback Value is greater than zero (not to exceed the Clawback Cap), then the number of Call Exercise XPLR Units to be issued to such Class B Member at the Call Option Closing shall be reduced by a number of Call Exercise XPLR Units equal to the quotient obtained by dividing (y) the applicable Sale Unit Clawback Value by (z) the Issuance Price used in the calculation of the Call Option Purchase Price; and (iii) if any portion of the Call Option Purchase Price is to be paid in Non-Voting XPLR Common Units and the Class B Member Representative does not timely deliver a Call Option Sale Notice containing a Sale Election by one or more Class B Members to sell any of the Call Exercise XPLR Units to be issued as part of such Call Option Purchase Price, then the number of Call Exercise XPLR Units to be issued at the Call Option Closing shall be reduced by a number of Call Exercise XPLR Units equal to the quotient obtained by dividing (A) the applicable Held Unit Clawback Value by (B) the Issuance Price used in the calculation of the Call Option Purchase Price. (f) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than those created by this Agreement or securities Laws), to XPLR Member or its nominee; (ii) XPLR Member or its nominee will pay the Call Option Cash Portion (subject to reduction pursuant to Section 7.02(e), as applicable), if any, to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds; and (iii) XPLR shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting XPLR Common Units to the Class B Members (subject to reduction pursuant to Section 7.02(e), as applicable), and, in connection therewith, XPLR shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such Non-Voting XPLR Common Units, as the case may be, to such Class B Members (or their nominee(s)). No fractional Non-Voting XPLR Common Units will be issued, and any fractional Non-Voting XPLR Common Units that otherwise would be issuable as part of the Call Option Purchase Price shall be rounded down to the nearest whole number of Non-Voting XPLR Common Units, and the Call Option Cash Portion shall be increased to reflect the value of such fractional Non-Voting XPLR Common Units. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental 953941.04-WILSR01A - MSW Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the Effective Date until the date of the actual Call Option Closing. (g) Following consummation of the Call Option pursuant to which all of a Class B Member’s Class B Units are acquired by XPLR Member (or its nominee), the Managing Member will amend this Agreement to reflect the withdrawal of such Class B Member and the transfer of the Class B Units effective as of the applicable Call Option Closing. (h) If, in the exercise of any Call Option, the number of Class B Units to be purchased is less than all of the outstanding Class B Units and there are multiple holders of such Class B Units, the Class B Units so purchased will be acquired pro rata from the Class B Members (other than XPLR Member and its Affiliates, if they hold Class B Units) based on the number of Class B Units held. (i) Each Member agrees to cooperate fully with the Company, the Managing Member, and XPLR to effect the Call Option Closing, including using its reasonable best efforts to obtain all applicable Governmental Authorizations, and entering into any agreements and instruments and executing any certificates or other documents the Managing Member reasonably deems necessary or appropriate to consummate the Disposition of the Class B Units. The Class B Members and XPLR agree to use commercially reasonable efforts to coordinate with the Transfer Agent to record the issuance of Non-Voting XPLR Common Units, as the case may be, to such Class B Members (or their nominee(s)). (j) XPLR Member or its nominee shall be entitled to deduct and withhold from each Call Option Purchase Price the amounts each XPLR Member or its nominee is required to deduct and withhold under any applicable Law, and amounts so withheld and properly remitted to the appropriate Governmental Authority shall be deemed paid for all purposes of this Agreement to the Person with respect to which such amount was withheld; provided that any such amounts shall be specified by XPLR Member in the applicable Call Option Notice; provided, further, that if, on the Call Option Closing Date, the Class B Members deliver to XPLR Member or its nominee withholding certificates pursuant to Treasury Regulations Section 1.1445-2(b)(2) and, in the case of a sale of the Class B Units, IRS Notice 2018-29, that the Class B Member (or if such entity is a disregarded entity, its regarded owner) is not a non-U.S. person, XPLR Member or its nominee shall not withhold any amounts under Section 1445 or Section 1446(f) of the Code unless there is a change in applicable Law prior to the Call Option Closing Date that requires such notice specified a higher percentage payable in cashwithholding.

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after December 18, NEP 2025, but prior to December 18, 2034, XPLR Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF of seven and three quarters percent (7.75%)this Section 7.02, measured from the Effective applicable Acquisition Date of such Class B Unit to the Call Option Closing Date Date, of six and seventy-six hundredths percent (6.76%) (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”); provided, however, that, if XPLR Member has elected (in its sole and absolute discretion) to make the Flip Date Election pursuant to the initial paragraph of Section 5.01(e), then, solely with respect to the delivery of any Call Option Notice that occurs after December 18, 2030, the Call Option Purchase Price shall be equal to the sum of (i) an amount that results in an Internal Rate of Return per Class B Unit purchased at the applicable Call Option Closing pursuant to this Section 7.02 of six and seventy-six hundredths percent (6.76%), measured from the applicable Acquisition Date of such Class B Unit through December 18, 2030 (or, if XPLR Member shall have delivered the FDE Demand Notice to the Class B Member Representative pursuant to Section 9.07(b), the date on which the FDE Demand Notice was delivered), plus (ii) an amount that results in an Internal Rate of Return per Class B Unit purchased at such Call Option Closing pursuant to this Section 7.02 of nine and three quarters percent (9.75%), measured from December 19, 2030 (or, if XPLR Member shall have delivered the FDE Demand Notice to the Class B Member Representative pursuant to Section 9.07(b), the date on which the FDE Demand Notice was delivered), to the Call Option Closing Date. NEP XPLR Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP XPLR or a subsidiary Subsidiary thereof; provided, however, that, in the event of any such assignment, NEP XPLR Member and NEP XPLR shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the Call Option Purchase Price, and (iii) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cash.

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after [●], 2025,7 but prior to [●], 2030,8 NEP Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF this Section 7.02, measured from the applicable Acquisition Date of seven such Class B Unit to the Call Option Closing Date, of six and three quarters percent (7.756.75%), measured from the Effective Date to the Call Option Closing Date ) (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary Subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP 7 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 8 NTD – To be the date that is the [Flip Date]. 868227.24-WILSR01A - MSW shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase PricePrice per Class B Unit, and (iiiiv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02(c)7.02, and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, that NEP Member may issue a maximum of (A) three (3) Call Option Notices in any calendar year and (B) one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members at least seven (7) Business Days and no more than ten (10) Business Days in advance of the Call Option Closing Date and shall be irrevocable. Delivery of the initial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option only if in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to [●], 20259). No Call Option Notice may be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year (or any other expected public announcement of earnings or other “blackout period” under NEP Member’s trading policies that are applicable to all holders of NEP Common Units). (c) The following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued, (A) for a number of Class B Units that is less than five percent (5%) of the Class B Units outstanding on the date of the applicable Call Option Notice; and (B) if, and to the extent that, as a result of such exercise, on the applicable Call Option Closing Date, the holders of Class B Units other than the NEP Class B Parties would own less than fifteen percent (15%) of the Class B Units then outstanding, unless, in the case of this clause (B), the exercise of such Call Option is for the purchase of all remaining Class B Units not held by the NEP Class B Parties; (ii) the number of Class B Units purchased pursuant to the exercise of one or more Call Options during (A) any calendar quarter shall not exceed twenty-five percent (25%) of the total number of outstanding Class B Units; and (B) any calendar year shall not exceed fifty percent (50%) of the total number of outstanding Class B Units; (iii) if NEP Member (or its nominee) is required to purchase Blocker Interests in connection with such Call Option in accordance with Section 7.02(n), then the 9 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 868227.24-WILSR01A - MSW number of Class B Units purchased pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker as set forth on Schedule 3 or the exact number of Class B Units directly or indirectly owned, in the aggregate, by any two or more Blockers as set forth on Schedule 3 (such that the purchase of Blocker Interests pursuant to such Call Option provides NEP Member (or its nominee) the indirect ownership through such Blocker(s) of the number of Class B Units set forth in such Call Option Notice); and (iv) the aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, be no more than: (A) from [●], 2025,10 but prior to [●], 2026,11 twenty percent (20%) of the total number of outstanding Class B Units; (B) from [●], 2026,12 but prior to [●], 2027,13 forty percent (40%) of the total number of outstanding Class B Units; (C) from [●], 2027,14 but prior to [●], 2028,15 sixty percent (60%) of the total number of outstanding Class B Units; (D) from [●], 2028,16 but prior to [●], 2029,17 eighty percent (80%) of the total number of outstanding Class B Units; and (E) from [●], 2029,18 but prior to [●], 2030,19 one hundred percent (100%) of the total number of outstanding Class B Units. (d) Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, ; (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (zii) the Registration Rights Agreement shall be is in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Limited Partnership Agreement. The Call Option Notice shall ; 10 NTD – To be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of that is the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the [fifth (5th) )] anniversary of the Effective Date. At any time during 11 NTD – To be the Call Option Period Extension, NEP Member shall have date that is the right, but not the obligation, to acquire all, but not less than all, [sixth (6th)] anniversary of the outstanding Class B Units at a purchase price Effective Date. 12 NTD – To be the date that is the [sixth (the “Call Option Extension Purchase Price”6th), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination ] anniversary of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to Date. 13 NTD – To be the Call Option Closing Date, of either date that is the [seventh (i) eight and three quarters percent (8.75%7th), if fifty percent (50%) or more ] anniversary of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cashEffective Date.

Call Option. (a) During On or after the period beginning on date that is ***** after the Flip Date and continuing until Closing Date, any Investment Member (the first (1st“Initiating Member”) anniversary may, by delivery of the Flip Date a notice (the “Call Option PeriodNotice”) to the remaining Members (each a “Call Notice Recipient”), NEP Member shall have the right, but not the obligation, elect to acquire purchase all, but not less than all, all of the outstanding Class B Investment Units owned by such other Members and, at a the Initiating Member’s option, all of the Series B-2 Common Units owned by all other Members; provided, that the aggregate purchase price that implies an Internal Rate of Return to GEPIF of seven and three quarters percent (7.75%)for any such Investment Units, measured from the Effective Date to as specified in the Call Option Closing Date Notice shall be not less than the Minimum Call Price (as defined on Exhibit A hereto) and the price for any Series B-2 Common Units, if applicable, shall be the same price, on a per Unit basis, as the price for the Series B-1 Common Units, as specified in the Call Notice (the “Call Option Purchase PriceConsideration”); and, provided further, that the amount of consideration in the aggregate equal to the Redemption Amount for the Series A Preferred Units subject to the Call Notice shall be allocable to such Series A Preferred Units and the amount of consideration in the aggregate in excess of such amount shall be allocable to the Common Units. In addition, at any time after the date hereof, upon the terms and conditions set forth occurrence of an Insolvency Event with respect to any Member or, in this Section 7.02 the case of Lions Gate the occurrence of an Insolvency Event as to LGEC (the “Call Option”). NEP Member may not assign affected (which shall be Lions Gate or its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, Permitted Transferee in the event of any an Insolvency Event of LGEC), the “Affected Member”), (i) the remaining Investment Members may collectively deliver a Call Notice to such assignmentAffected Member at which time the remaining Investment Members will collectively be deemed to be an Initiating Member for purposes hereof and, NEP subject to the provisions regarding a Counter Offer below, shall be entitled to purchase their pro-rata portion of the Units of the Affected Member and NEP (ii) the Affected Member shall remain subject not be able to their respective obligations set forth in issue a Call Notice as an Initiating Member pursuant this Section 7.02 upon any exercise of the Call Option9.7. (b) To exercise Each of the Call OptionNotice Recipients that are Investment Members shall have the option, NEP exercisable within 30 days of the date of delivery of the Call Notice pursuant to Section 9.7(a), to give written notice (the “Call Exercise Notice”) to the Initiating Member and each other Call Notice Recipient of whether such Call Notice Recipient elects to (i) make, individually or together with any other Investment Member, a counter-offer (a “Counter Offer”) for all of the Investment Units owned by the Initiating Member and each other Call Notice Recipient not participating in the Counter Offer and, at the such Member(s)’ option, all of the Series B-2 Common Units owned by such other Members, at a price equal to the Call Consideration plus a premium of at least 5% of such Call Consideration or (ii) have the Initiating Member purchase all of the Investment Units and Series B-2 Common Units, if applicable, such Call Notice Recipient owns for an amount equal to the Call Consideration. Within 15 days of the date of delivery of a Counter Offer, the Initiating Member and each other Call Notice Recipient not participating in the Counter Offer shall give written notice to any Call Notice Recipients or group thereof delivering a Counter Offer of whether such Member elects to (1) accept the Counter Offer or (2), in the case of Investment Members, provide a Counter Offer thereto with Call Consideration not less than 105% of the amount of consideration, on a per share basis, provided in the Counter Offer. To the extent that the Initiating Member or a Call Notice Recipient or group thereof elects to provide a Counter Offer pursuant to clause (b)(1) above, the process described above in this subsection (b) shall be repeated as necessary with each succeeding offer being at least 105% of the highest amount offered as Call Consideration on a per Unit basis by the other Members. Upon acceptance of either the Call Notice or a Counter Offer all Members other than the Call Recipient(s) or Initiating Member making the accepted offer, shall be obligated to sell their Investment Units and, if applicable, Series B-2 Common Units at the price specified in the accepted Call Notice or Counter Offer. If a Call Exercise Notice or response to a Counter Offer is not delivered by any Call Notice Recipient or Initiating Member, as applicable, prior to (I) in the case of the Call Notice, the end of the 30-day period referred to above or (II) in the case of a Counter Offer, the end of the 15-day period referred to above, then, on such last day of the applicable period, each such non-replying Call Notice Recipient shall be deemed to have delivered a Call Exercise Notice electing to have the Initiating Member purchase all of the Investment Units and, if applicable, Series B-2 Common Units it owns or an acceptance of the Counter Offer, as applicable. Following the election or deemed election of the Members pursuant hereto, the purchasing Member(s) (each, a “Call Purchasing Member”) shall deliver the aggregate purchase price to the selling Member(s) (each, a “Call Selling Member”) at the closing which shall be held on the date specified by the Call Purchasing Member(s) but not later than the 20th day following the date of the last acceptance or deemed acceptance of the Call Notice or Counter Offer, as applicable, governing such a sale (or if the HSR Act is applicable to such transaction, on the date the waiting period required, including any extensions thereof, shall have expired but in no event longer than 180 days after such date). Such purchase price shall, unless otherwise agreed upon by the Call Selling Member(s) and Call Purchasing Member(s), be paid in cash, at the closing, by wire transfer of immediately available funds to an account designated by the Call Selling Member(s) for such purpose at least two Business Days prior to the closing date. At the closing, the Call Selling Member(s) shall deliver to the Class B Members written notice Call Purchasing Member(s), free and clear of all Encumbrances, the Units to be transferred to the Call Purchasing Member(s), accompanied by transfer documents substantially in the form of Schedule 9.7(b) in favor of the Call Purchasing Member(s) and such exercise other documents, if any, as are necessary to convey to the Call Purchasing Member(s) the Units subject to such purchase, in form and substance reasonably satisfactory to the Call Purchasing Member(s) (such transaction the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option ClosingTransaction”), (ii) the Call Option Purchase Price, and (iii) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay To the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) Ifextent that, at any time during the last six period of twelve (612) months following the consummation of a Call Transaction, any Call Purchasing Member consummates a transaction to sell any Units (a “Subsequent Transaction”), the Call Purchasing Member shall, within two (2) days of the consummation thereof, provide notice of such Subsequent Transaction to the Call Selling Members and the Call Selling Members shall be entitled to receive, for each series of Units their pro-rata share of an amount equal to the product of (a) the lesser of (i) the number of Units of such series sold by the Call Purchasing Member in the Subsequent Transaction and (ii) the number of Units of such series purchased by the Call Purchasing Member in the Call Transaction times (b) the difference between (i) the Fair Market Value of the consideration or, in the case of cash, the amount of such cash, received by the Call Purchasing Member, on a per Unit basis for such series of Units, in the Subsequent Transaction and (ii) the amount of consideration received by the Call Selling Member, on a per Unit basis for such series of Units, in the Call Transaction (such amount, the “Additional Call Amount”). For purposes of the preceding sentence, the Call Selling Members’ pro-rata share for each series of Units shall be equal to the Additional Call Amount multiplied by a fraction, the numerator of which is the number of Units of such series sold by such Call Selling Member in the Call Transaction and the denominator of which is the aggregate number of Units of such series sold by all Call Selling Members in the Call Transaction. Such Additional Call Amount, unless otherwise agreed upon by the Call Selling Member(s), shall be paid, at the option of the Call Option PeriodPurchasing Member, NEP Member has not exercised in cash or in-kind with the actual consideration received in the Subsequent Transaction, within 10 days of the closing date of the Subsequent Transaction (or such later date as is necessary for purposes of determining the Fair Market Value of the consideration received by the Call Option Purchasing Member in the Subsequent Transaction pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%9.9 below), NEP Member may extend by wire transfer of immediately available funds to an account designated by the Call Option Period Selling Member(s) for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cashpurpose.

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after December 15, 2027, but prior to December 15, 2032, NEP Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF of seven and three quarters percent (7.75%)this Section 7.02, measured from the Effective applicable Acquisition Date of such Class B Unit to the Call Option Closing Date Date, of six and nine hundred thirty-one thousandths percent (6.931%) (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary Subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase PricePrice per Class B Unit, and (iiiiv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02(c)7.02, and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, thatthat NEP Member may issue a maximum of one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members at least five (5) calendar days, but not more than ten (10) Business Days, in advance of the Call Option Closing Date. Delivery of the initial Call Option Notice may be made prior to the first date on which NEP may Member is permitted to exercise the Call Option only in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to December 15, 2027). If the consideration to be used to pay the Call Option Purchase Price, as set forth in the Call Option Notice, includes Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), then the applicable Call Option Notice may not be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year. (c) The following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued other than for a number of Class B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call 92 Option Notice, unless such exercise of the Call Option is for the purchase of all remaining Class B Units not held by NEP Class B Parties; (ii) the number of Class B Units purchased pursuant to the exercise of the Call Option during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call Option Notice; provided, however, that the restriction set forth in this clause (ii) shall terminate on December 15, 2031; (iii) the Class B Units purchased directly from each Class B Member or indirectly through a Blocker Merger pursuant to any exercise of the Call Option shall consist of a Proportionate Class B Allocation of such Class B Member’s or Blocker’s Class B Units; (iv) if Investor delivers notice to NEP Member of Investor’s intent for NEP Member (or its nominee) to purchase Blocker Interests in connection with such Call Option pursuant to a Blocker Merger in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units to be purchased indirectly through a Blocker Merger pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the aggregate, by any two or more Blockers (such that the acquisition of Blocker Interests through such Blocker Merger pursuant to such Call Option provides NEP Member (or its nominee) the indirect ownership, through the surviving Blocker of such Blocker Merger, of the number of Class B Units set forth in such Call Option Notice, less the number of Class B Units that Investor has elected for the NEP Member (or its nominee) to purchase directly in connection with such Call Option); and (v) the aggregate number of Class B Units acquired in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, be no more than: (A) from December 15, 2027, but prior to December 15, 2028, twenty percent (20%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (B) from December 15, 2028, but prior to December 15, 2029, forty percent (40%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (C) from December 15, 2029, but prior to December 15, 2030, sixty percent (60%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (D) from December 15, 2030, but prior to December 15, 2031, eighty percent (80%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); and (E) from December 15, 2031, but prior to December 15, 2032, one hundred percent (100%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units). (d) Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, ; (Bii) (A) the Registration Rights Agreement is in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms be issued as part of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent Call Option Purchase Price (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units or into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Limited Partnership Agreement. The , and (B) NEP shall use commercially reasonable efforts to file, as promptly as practicable following the delivery of the applicable Call Option Notice shall be delivered to Notice, a registration statement with the Class B Members at least ten (10) days and no more than fifteen (15) days in advance Commission registering the resale of the NEP Common Units to be issued at the Call Option Closing as part of the Call Option Purchase Price (or into which the Non-Voting NEP Common Units issued at such Call Option Closing are convertible); and (iii) on such Call Option Closing Date, it being understood that delivery of such there shall be no Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option PeriodCash Shortfall. (ce) Subject to Section 7.02(b), NEP Member may pay the any Call Option Purchase Price, at its optionoption (subject to Section 7.02(d) above), in either cash, Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units; provided, however, that cash may not constitute more than fifty percent ). (50%f) Any NEP Common Units or Non-Voting NEP Common Units to be issued as payment of the total (or partial payment of) any Call Option Purchase Price paid will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the Trading Day immediately preceding the date of the Call Option Notice and (ii) the listed price of a NEP Common Unit as of the end of trading on the Trading Day immediately preceding the date of the Call Option Notice. (g) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws), to NEP Member or its nominee; (ii) NEP Member or its nominee will pay the cash portion of the Call Option Purchase Price to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds; and (iii) NEP shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting NEP Common Units (or, if requested pursuant to Section 7.02(b), NEP Common Units) to the Class B Members, and, in connection therewith, NEP shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such NEP Common Units or Non-Voting NEP Common Units, as the case may be, to such Class B Members (or their nominee(s)). If some No fractional NEP Common Units 94 or Non-Voting NEP Common Units, as the case may be, will be issued. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the consideration Call Option Purchase Price set forth in the Call Option Notice consists of Non-Voting NEP Common Units, shall be calculated from the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP applicable Acquisition Date of the NEP Common Class B Units on to be purchased until the date of the actual Call Option NoticeClosing. (h) Each Class B Member hereby agrees that, in connection with each Call Option Closing, such Class B Member (or its Affiliates) shall use reasonable best efforts to obtain Qualifying Financing and shall borrow an amount thereunder that, together with the aggregate amount of any Call Option Cash Consideration, if any, to be paid to such Class B Member and all other cash on hand and all Cash Equivalents of such Class B Member, provides such Class B Member sufficient cash to repay the portion of such Class B Member’s then outstanding Indebtedness under any Class B Permitted Loan Financing required to be repaid as a result of such exercise of the Call Option (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees, and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment), and to cause the release of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws) on the Class B Units being acquired pursuant to the exercise of such Call Option. To the extent that the net proceeds from the Qualifying Financing, together with the aggregate Call Option Cash Consideration to be paid to such Class B Member (net of any deductions or withholdings therefrom pursuant to Section 7.02(m)) and all other cash on hand and Cash Equivalents of the applicable Class B Member, are insufficient to repay in full the portion of Indebtedness under such Class B Permitted Loan Financing that is required to be repaid (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment) as a result of the exercise of such Call Option (such deficiency, a “Call Option Cash Shortfall”), then such Class B Member shall use reasonable best efforts to remedy such Call Option Cash Shortfall as promptly as practicable by obtaining Qualifying Financing (or additional Qualifying Financing) in an amount required to remedy the Call Option Cash Shortfall. The Members agree that, if any Class B Permitted Loan Financing is outstanding at such time, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall. If there is a Call Option Cash Shortfall and the applicable Class B Members are unable, using their respective reasonable best efforts to, secure Qualifying Financing or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall by the Call Option Closing Date set forth in the applicable Call Option Notice (the “Scheduled Call Option Buyout Date”), then the applicable Call Option Closing shall automatically be delayed for a period (a “Call Option Delay Period”) commencing on the Scheduled Call Option Buyout Date and ending upon the earliest to occur of (i) the Call Option Closing, (ii) NEP Member’s delivery of written revocation of the applicable Call Option Notice to the Class B Member Representative at any time after the Scheduled Call Option Buyout Date, and (iii) the date that is twenty (20) Business Days after the Scheduled Call Option Buyout Date. During any such Call Option Delay Period, the Class B Members shall have five (5) days following receipt of use their respective 95 reasonable best efforts to secure Qualifying Financing, or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount that is sufficient to remedy the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units)Cash Shortfall; provided, unless the Call Option Notice specified a higher percentage payable in cash. (d) Ifhowever, that, at any time and from time to time during the last six (6) months of the such Call Option Delay Period, NEP Member has not exercised shall be entitled to modify the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination proportions of cash and Non-Voting NEP Common Units (or NEP Common Units, that implies an Internal Rate of Return if requested pursuant to GEPIF, measured from the Effective Date Section 7.02(b)) to be used to pay the Call Option Closing Purchase Price at the applicable Call Option Closing, upon notice thereof delivered to the Class B Member Representative on or after the Scheduled Call Option Buyout Date. If, following the Scheduled Call Option Buyout Date, of either the Class B Members are able, using their respective reasonable best efforts, to remedy the Call Option Cash Shortfall, then (iA) eight the Class B Member Representative shall promptly deliver written notice thereof to NEP Member, (B) the applicable Call Option Closing shall occur as promptly thereafter as practicable, and three quarters percent (8.75%)C) at the applicable Call Option Closing, if fifty percent (50%) or more the amount of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Issuance Price is paid in cash; provided, however, that for Non-Voting NEP Common Units may (or NEP Common Units, if requested pursuant to Section 7.02(b)) to be used issued as payment (or partial payment) of the applicable Call Option Purchase Price shall be the same as is set forth in the original Call Option Notice; provided that, if the Class B Members are unable to pay any portion remedy the applicable Call Option Cash Shortfall by the expiration of the applicable Call Option Delay Period, then the obligation of the Class B Members to use their respective reasonable best efforts to secure Qualifying Financing, or to refinance the existing Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall shall cease concurrently with such expiration of the applicable Call Option Delay Period. (i) Following consummation of the Call Option Extension Purchase Price only if (A) the NEP Common Closing pursuant to which all of a Class B Member’s Class B Units are listed acquired by NEP Member (or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertibleits nominee), and (C) NEP must have an effective registration statement on file with the Commission covering resales of Managing Member will amend this Agreement to reflect the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date withdrawal of such notice. To exercise its right set forth herein, NEP Class B Member shall, prior to expiration and the transfer of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) Units effective as of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cash.

Call Option. (a) During the period beginning on the Flip Date and continuing until the first (1st) anniversary The holder of the Flip Date (the “Call Option Period”), NEP Member shares shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price that implies an Internal Rate of Return to GEPIF of seven and three quarters percent (7.75%), measured from the Effective Date to the Call Option Closing Date (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 right (the “Call Option”) to buy all or some of the of the Shares (the “Call Shares”) in the following manner: (i) The Call Option shall be exercised by the holder of the shares through a written notice (the “Call Notice”) specifying their wish to exercise the Call Option at the fair market price of the Call Shares (for purposes of this Section, the “Call Price”). NEP Member Upon receipt of the notice, the Recipient may not assign its right exercise the option to purchase buy the outstanding Class B Units pursuant Call Shares. (ii) The Recipient shall within 60 days of receipt of the Call Notice shall intimate to this Section 7.02 to any Person other than NEP the holder of the Shares offered for the Cali Option, about their acceptance or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise denial of the Call Option. (biii) To exercise The completion of the sale and purchase pursuant to the Call Option, NEP Member Notice shall deliver take place not later than sixty (60) days after the date on which reply to Call Notice as per clause (ii) is received by the holder of Shares. In the event the other Party fails to reply to the Class B Members written notice of such exercise (the “Put or Call Option Notice”) containing Notice as specified in Clause (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the Call Option Purchase Price, and (iii) ), then the form other Party shall waive its right to exercise right to first refusal as per clause 7. In case of consideration simultaneous Put or Call options the price of the Higher Option shall prevail. In case, if the other Parties do not exercise their right under the abovementioned Options then the Shareholders making the put option will name prospective persons who are willing to be used to pay buy the Call Option Purchase Price, which shares the same shall be either cashapproved by the remaining shareholders, Non-Voting NEP Common Units, or a combination of cash unless compelling and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members legitimate reasons are given in writing within 15 (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10fifteen) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice names, If the remaining shareholders fait to notify NEP Member in writing respond within 15 (fifteen) days (unless a mutually agreed extension is granted) deemed that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of remaining shareholders have approved the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cashprospective person.

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after December 15, NEP 2027, but prior to December 15, 2032, XPLR Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF of seven and three quarters percent (7.75%)this Section 7.02, measured from the Effective applicable Acquisition Date of such Class B Unit to the Call Option Closing Date Date, of six and nine hundred thirty-one thousandths percent (6.931%) (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP XPLR Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP XPLR or a subsidiary Subsidiary thereof; provided, however, that, in the event of any such assignment, NEP XPLR Member and NEP XPLR shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP XPLR Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase PricePrice per Class B Unit, and (iiiiv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business 91 953834.04-WILSR01A - MSW Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), or a combination of cash and Non-Voting NEP XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), subject to the other requirements of this Section 7.02(c)7.02, and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, thatthat XPLR Member may issue a maximum of one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members at least five (5) calendar days, NEP but not more than ten (10) Business Days, in advance of the Call Option Closing Date. Delivery of the initial Call Option Notice may be made prior to the first date on which XPLR Member is permitted to exercise the Call Option only in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to December 15, 2027). If the consideration to be used to pay the Call Option Purchase Price, as set forth in the Call Option Notice, includes Non-Voting XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), then the applicable Call Option Notice may not be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which XPLR publicly announces its earnings for any Quarter or Fiscal Year. (c) The following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued other than for a number of Class B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call Option Notice, unless such exercise of the Call Option is for the purchase of all remaining Class B Units not held by XPLR Class B Parties; (ii) the number of Class B Units purchased pursuant to the exercise of the Call Option during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of Class B Units (excluding outstanding Supplemental Class B Units) outstanding on the date of the applicable Call Option Notice; provided, however, that the restriction set forth in this clause (ii) shall terminate on December 15, 2031; (iii) the Class B Units purchased directly from each Class B Member or indirectly through a Blocker Merger pursuant to any exercise of the Call Option shall consist of a Proportionate Class B Allocation of such Class B Member’s or Blocker’s Class B Units; (iv) if Investor delivers notice to XPLR Member of Investor’s intent for XPLR Member (or its nominee) to purchase Blocker Interests in connection with such Call Option pursuant to a Blocker Merger in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units to be purchased indirectly through a Blocker Merger pursuant to such Call Option shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the 953834.04-WILSR01A - MSW aggregate, by any two or more Blockers (such that the acquisition of Blocker Interests through such Blocker Merger pursuant to such Call Option provides XPLR Member (or its nominee) the indirect ownership, through the surviving Blocker of such Blocker Merger, of the number of Class B Units set forth in such Call Option Notice, less the number of Class B Units that Investor has elected for XPLR Member (or its nominee) to purchase directly in connection with such Call Option); and (v) the aggregate number of Class B Units acquired in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, be no more than: (A) from December 15, 2027, but prior to December 15, 2028, twenty percent (20%) of the NEP total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (B) from December 15, 2028, but prior to December 15, 2029, forty percent (40%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (C) from December 15, 2029, but prior to December 15, 2030, sixty percent (60%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); (D) from December 15, 2030, but prior to December 15, 2031, eighty percent (80%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units); and (E) from December 15, 2031, but prior to December 15, 2032, one hundred percent (100%) of the total number of outstanding Class B Units (excluding outstanding Supplemental Class B Units). (d) Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the XPLR Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, ; (Bii) (A) the NEP Registration Rights Agreement is in effect with respect to the XPLR Common Units to be issued as part of the Call Option Purchase Price (or into which the Non-Voting NEP XPLR Common Units are convertible), subject to and in accordance with the terms of the NEP XPLR Limited Partnership Agreement, would notand (B) XPLR shall use commercially reasonable efforts to file, immediately as promptly as practicable following conversion thereof, exceed more than twenty-two and a half percent (22.5%) the delivery of the publicly traded class applicable Call Option Notice, a registration statement with the Commission registering the resale of NEP the XPLR Common Units then outstanding to be issued at the Call Option Closing as part of the Call Option Purchase Price (inclusive of those NEP Common Units or into which the Non-Voting NEP XPLR Common Units issued at such Call Option Closing are convertible), ; and 953834.04-WILSR01A - MSW (Ciii) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the such Call Option Closing Date, it being understood that delivery of such there shall be no Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option PeriodCash Shortfall. (ce) Subject to Section 7.02(b), NEP XPLR Member may pay the any Call Option Purchase Price, at its optionoption (subject to Section 7.02(d) above), in either cash, Non-Voting NEP XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units), or a combination of cash and Non-Voting NEP XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units; provided, however, that cash may not constitute more than fifty percent ). (50%f) Any XPLR Common Units or Non-Voting XPLR Common Units to be issued as payment of the total (or partial payment of) any Call Option Purchase Price paid will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the 10-day VWAP on the Trading Day immediately preceding the date of the Call Option Notice and (ii) the listed price of a XPLR Common Unit as of the end of trading on the Trading Day immediately preceding the date of the Call Option Notice. (g) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws), to XPLR Member or its nominee; (ii) XPLR Member or its nominee will pay the cash portion of the Call Option Purchase Price to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds; and (iii) XPLR shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units) to the Class B Members, and, in connection therewith, XPLR shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such XPLR Common Units or Non-Voting XPLR Common Units, as the case may be, to such Class B Members (or their nominee(s)). If some No fractional XPLR Common Units or Non-Voting XPLR Common Units, as the case may be, will be issued. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the consideration Call Option Purchase Price set forth in the Call Option Notice consists of Non-Voting NEP Common Units, shall be calculated from the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP applicable Acquisition Date of the NEP Common Class B Units on to be purchased until the date of the actual Call Option NoticeClosing. (h) Each Class B Member hereby agrees that, in connection with each Call Option Closing, such Class B Member (or its Affiliates) shall use reasonable best efforts to obtain Qualifying Financing and shall borrow an amount thereunder that, together with the aggregate amount of any Call Option Cash Consideration, if any, to be paid to such Class B Member and all other cash on hand and all Cash Equivalents of such Class B Member, provides such Class B Member sufficient cash to repay the portion of such Class B Member’s then outstanding Indebtedness under any Class B Permitted Loan Financing required to be repaid as a result of such exercise of the Call Option (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees, and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment), and to cause the release of all Encumbrances (other than restrictions on transfer arising under this Agreement and under applicable securities Laws) on the Class B Units being acquired pursuant to the exercise of such Call Option. To the extent that the net proceeds from the Qualifying Financing, together with the aggregate Call Option Cash Consideration to be paid to such Class B Member (net of any deductions or withholdings therefrom pursuant to Section 7.02(m)) and all other cash on hand and Cash Equivalents of the applicable Class B Member, are insufficient to repay in full the portion of Indebtedness under such Class B Permitted Loan Financing that is required to be repaid (including the net amount of any termination payments and unpaid amounts under any Permitted Hedging Transactions and any other breakage costs, termination fees and other payments due and payable under such Class B Permitted Loan Financing in connection with such repayment) as a result of the exercise of such Call Option (such deficiency, a “Call Option Cash Shortfall”), then such Class B Member shall use reasonable best efforts to remedy such Call Option Cash Shortfall as promptly as practicable by obtaining Qualifying Financing (or additional Qualifying Financing) in an amount required to remedy the Call Option Cash Shortfall. The Members agree that, if any Class B Permitted Loan Financing is outstanding at such time, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall. If there is a Call Option Cash Shortfall and the applicable Class B Members are unable, using their respective reasonable best efforts to, secure Qualifying Financing or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount sufficient to remedy the Call Option Cash Shortfall by the Call Option Closing Date set forth in the applicable Call Option Notice (the “Scheduled Call Option Buyout Date”), then the applicable Call Option Closing shall automatically be delayed for a period (a “Call Option Delay Period”) commencing on the Scheduled Call Option Buyout Date and ending upon the earliest to occur of (i) the Call Option Closing, (ii) XPLR Member’s delivery of written revocation of the applicable Call Option Notice to the Class B Member Representative at any time after the Scheduled Call Option Buyout Date, and (iii) the date that is twenty (20) Business Days after the Scheduled Call Option Buyout Date. During any such Call Option Delay Period, the Class B Members shall have five use their respective reasonable best efforts to secure Qualifying Financing, or to refinance the existing Qualifying Financing with another Qualifying Financing, in an amount that is sufficient to remedy the Call Option Cash Shortfall; provided, however, that, at any time and from time to time during such Call Option Delay Period, XPLR Member shall be entitled to modify the proportions of cash and Non-Voting XPLR Common Units (5or XPLR Common Units, if requested pursuant to Section 7.02(b)) days to be used to pay the Call Option Purchase Price at the applicable Call Option Closing, upon notice thereof delivered to the Class B Member Representative on or after the Scheduled Call Option Buyout Date. If, following receipt the Scheduled Call Option Buyout Date, the Class B Members are able, using their respective reasonable best efforts, to remedy the Call Option Cash Shortfall, then (A) the Class B Member Representative shall promptly deliver written notice thereof to XPLR Member, (B) the applicable Call Option Closing shall occur as promptly thereafter as practicable, and (C) at the applicable Call Option Closing, the amount of the Call Option Notice Purchase Price and the Issuance Price for Non-Voting XPLR Common Units (or XPLR Common Units, if requested pursuant to notify NEP Member in writing that Section 7.02(b)) to be issued as payment (or partial payment) of the applicable Call Option Purchase Price shall be payable the same as is set forth in cash (the original Call Option Notice; provided that, if any) up the Class B Members are unable to a maximum of thirty percent (30%) remedy the applicable Call Option Cash Shortfall by the expiration of the total applicable Call Option Purchase Price (with Delay Period, then the balance obligation of the Class B Members to be paid use their respective reasonable best efforts 95 to secure Qualifying Financing, or to refinance the existing Qualifying Financing, in Non-Voting NEP Common Units), unless an amount sufficient to remedy the Call Option Notice specified a higher percentage payable in cashCash Shortfall shall cease concurrently with such expiration of the applicable Call Option Delay Period. (di) If, at any time during the last six (6) months Following consummation of the Call Option Period, NEP Member has not exercised the Call Option Closing pursuant to Section 7.02(a) and over any period which all of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the a Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Member’s Class B Units at a purchase price are acquired by XPLR Member (the “Call Option Extension Purchase Price”or its nominee), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit Managing Member will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cash.am

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after [●], 2026,7 but prior to [●], 2031,8 NEP Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF of seven and three quarters percent (7.75%)this Section 7.02, measured from the Effective applicable Acquisition Date of such Class B Unit to the Call Option Closing Date Date, of [five and five and sixty-one hundredths percent (5.61%)] (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary Subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase PricePrice per Class B Unit, and (iiiiv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), subject to the other requirements of this Section 7.02(c)7.02, and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the issue a maximum of one (1) Call Option only if (y) the NEP LPA Amendment (as that term is used Notice in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreementcalendar quarter. The Call Option Notice shall be delivered to the Class B Members at least ten five (105) days and no more than fifteen (15) calendar days in advance of the Call Option Closing Date, it being understood that delivery . Delivery of such the initial Call Option Notice may be made prior to the beginning of first date on which NEP Member is permitted to exercise the Call Option Period in accordance with the preceding sentence (but shall not be valid if made after for the end avoidance of the doubt, no Call Option Period. (c) Subject Closing shall occur prior to Section 7.02(b[●], 20269), NEP Member may . If the consideration to be used to pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration as set forth in the Call Option Notice consists of Notice, includes Non-Voting NEP Common UnitsUnits (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than two (2) Business Days prior to the applicable Call Option Closing Date, the issuance price for each such Non- Voting of NEP Common Unit will Units), then the applicable 7 NTD – To be specified as the 15-day VWAP date that is the [fifth (5th)] anniversary of the Effective Date. 8 NTD – To be the date that is the [Flip Date]. 9 NTD – To be the date that is the [fifth (5th)] anniversary of the Effective Date. 896060.18-WILSR01A - MSW Call Option Notice may not be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which NEP publicly announces its earnings for any Quarter or Fiscal Year (or any other “blackout period” under NEP Member’s trading policies that is applicable to all holders of NEP Common Units). (c) The following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued other than for a number of Class B Units that is five percent (5%) (or any integral multiple of five percent (5%)) of the Class B Units outstanding on the date of the applicable Call Option Notice, unless such exercise of the Call Option is for the purchase of all remaining Class B Units not held by NEP Class B Parties; (ii) the number of Class B Units purchased pursuant to the exercise of one or more Call Options during any calendar quarter shall not exceed twenty-five percent (25%) of the total number of outstanding Class B Units as of the date of the Call Option Notice. The ; provided, however, that the restriction set forth in this clause (ii) shall terminate on [●], 2030;10 (iii) the Class B Members shall have five (5) days following receipt Units purchased from each Class B Member pursuant to any exercise of the Call Option Notice shall consist of a Proportionate Class B Allocation of such Class B Member’s Class B Units; (iv) if Investor delivers notice to notify NEP Member of Investor’s intent for NEP Member (or its nominee) to purchase Blocker Interests in writing connection with such Call Option in accordance with Section 7.02(n), then Investor shall take such actions as are necessary to ensure that the number of Class B Units purchased pursuant to such Call Option Purchase Price shall equal the exact number of Class B Units directly or indirectly owned by any one Blocker or the exact number of Class B Units directly or indirectly owned, in the aggregate, by any two or more Blockers (such that the purchase of Blocker Interests pursuant to such Call Option provides NEP Member (or its nominee) the indirect ownership through such Blocker(s) of the number of Class B Units set forth in such Call Option Notice); and (v) the aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, be payable in cash no more than: (if anyA) up from [●], 2026,11 but prior to a maximum of thirty [●], 2027,12 twenty percent (3020%) of the total Call Option Purchase Price (with number of outstanding Class B Units; 10 NTD – To be the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional date that is one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof prior to the Class B MembersFlip Date. The Call Option Period Extension shall, if so extended, expire on 11 NTD – To be the date that is the [fifth (5th) )] anniversary of the Effective Date. At any time during 12 NTD – To be the Call Option Period Extension, NEP Member shall have date that is the right, but not the obligation, to acquire all, but not less than all, [sixth (6th)] anniversary of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, NonEffective Date. 896060.18-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, WILSR01A - MSW (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertiblefrom [●], subject 2027,13 but prior to and in accordance with the terms of the NEP Partnership Agreement[●], would not, immediately following conversion thereof, exceed more than twenty-two and a half 2028,14 forty percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (3040%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common number of outstanding Class B Units), unless such notice specified a higher percentage payable in cash.;

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after [•], 2022,8 but prior to [•], 2026,9 NEP Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF of seven and three quarters percent (7.75%)this Section 7.02, measured from the Effective Date to the Call Option Closing Date (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”), of (i) eight and thirty-two hundredths of a percent (8.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the applicable Call Option Closing Date, and, with respect to the period from the Effective Date to the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase PricePrice per Class B Unit, and (iiiiv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units (or NEP Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of NEP Common Units), or a combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members Units (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on if the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms holder of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Class B Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall _________________________ 8 NTD - To be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five that is forty-two (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (642) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of after the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cash.

Call Option. (a) During At all times during the period beginning on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”), NEP Member Zoom shall have the right, but provided that Zoom has not (i) sold, assigned or transferred any of its interests under the obligationPurchase Agreement, or (ii) failed to make and Additional Capital Contribution under Section 4.09 above beyond any applicable cure period, to acquire purchase from the Non-Zoom Members, and the Non-Zoom Members shall be obligated to sell to Zoom, all, but not less than all, of the outstanding Class B Non-Zoom Members' collective Units at a purchase price that implies an Internal Rate (free and clear of Return to GEPIF of seven all liens, encumbrances, and three quarters percent (7.75%the like), measured from including, but not limited to, all of the Effective Date Non-Zoom Members' right, title and interest in and to the Real Property, Leases, Tangible Personal Property, Intangible Personal Property, License Agreements and Earnest Money, under the Purchase ▇▇▇▇▇▇ent and the Second Amendment (the "Call"). If Zoom desires to exercise the Call, Zoom shall provide written notice to the Non-Zoom Members at least thirty (30) business days prior to the Call Option Closing Date purchase date. In the event that the Call transaction has not closed by December 31, 2005 (other than as a result of a default of the “Call Option Purchase Price”Non-Zoom Members), upon the terms and conditions set forth in this Section 7.02 (the “all of Zoom's Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP rights shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Optionexpire. (b) To exercise The purchase price for the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise Non-Zoom Members' interest (the “"Call Option Notice”Price") containing shall be as follows: (i) If the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the Call Option Purchase Price, and (iii) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance closing of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional transaction occurs within one (1) year following after the last day Option Effective Date, an amount equal to the sum of (A) the Purchase Price (less, if applicable, the Closing Credit), plus any Investment Capital Contributions made from time to time by the Non-Zoom Members to the Company, plus the Non-Zoom Members' collective pro rata share of any undistributed net Profits of the Company (the "Non-Zoom Members' Net Profits") and (B) twenty percent (20%) of the Purchase Price (less, if applicable, the Closing Credit). For example, if the Purchase Price is $6,250,000.00 (including all closing costs, adjustments and credits), the total Investment Capital Contributions made by the Non-Zoom Members to the Company are $500,000.00, and the Non-Zoom Members' Net Profits are $100,000.00, then the Call Option Price would be $8,100,000.00 ($6,250,000.00 + 1,250,000.00 + 100,000.00 + 500,000.00). (ii) If the closing of the Call transaction occurs more than one (1) year after the Option Period (the “Call Option Period Extension”) by providing written notice thereof Effective Date, an amount equal to the Class B Members. The Call Option Period Extension shallsum of (A) the Purchase Price (less, if so extendedapplicable, expire on the fifth Closing Credit), plus any Investment Capital Contributions made from time to time by the Non-Zoom Members to the Company, plus the Non-Zoom Members' Net Profits and (5thB) anniversary (x) twenty percent (20%) of the Effective Date. At any time during the Call Option Period ExtensionPurchase Price (less, NEP Member shall have if applicable, the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”Closing Credit), payablemultiplied by (y) a fraction, at its option, in either cash, Non-Voting NEP Common Units, or a combination the numerator of cash and Non-Voting NEP Common Units, that implies an Internal Rate which shall be the number of Return to GEPIF, measured months from the Option Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more close of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible)transaction, and (C) NEP must have an effective registration statement on file with the Commission covering resales denominator of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) which shall be in full force and effect, without any modification thereto, and twelve (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units12), unless such notice specified a higher percentage payable in cash.

Call Option. (a) During Blaze hereby grants to Wastech the period beginning on right and option to purchase the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”), NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price that implies an Internal Rate of Return to GEPIF of seven and three quarters percent (7.75%), measured from the Effective Date to the Call Option Closing Date (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 Subsidiary Stock (the “Call Option”) for the Exercise Price (as hereinafter defined). NEP Member The Call Option may not assign only be exercised by Wastech delivering a written notice of exercise of the Call Option to Blaze at its right executive offices, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, or such other place as the Purchaser may designate by written notice to purchase the outstanding Class B Units pursuant Seller, together with the Exercise Price, duly endorsed by the Seller. The Call Option granted hereunder may only be exercised in whole. Except as set forth in Section 7.1(b), the Call Option may be exercised at any time, and for any reason in its sole discretion, prior to this Section 7.02 the second anniversary (24 months) from the Closing Date herein (the “Exercise Term”). (b) The Call Option shall automatically terminate when all of the following conditions are true: (i) if Blaze’s common stock is trading on the OTCQX over the counter market system, with a daily closing price (the “Market Value”) is equal to any Person other than NEP or above Fifty Cents ($0.50) per share for a subsidiary thereofperiod of Ninety (90) consecutive days prior to the expiration of the Exercise Term; provided, however, that, during the said Exercise Term, Wastech and Blaze, refrain from, and shall cause respective officers and directors to refrain from, engaging in market transactions in the event sale or purchase of any such assignmentBlaze’s common stock, NEP Member which, in and NEP shall remain subject of themselves, cause the Market Value of Blaze’s common stock to their respective obligations equal, exceed or be less than (as the case may be) Fifty Cents ($0.50) per share for purposes of invoking or avoiding (as the case may be) the provision set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”7.1(b), ; (ii) Blaze has filed a Form 10 registration statement with the Call Option Purchase PriceSecurities and Exchange Commission to register its common stock pursuant to Section 12(g) of the Securities and Exchange Act, and such registration statement has become effective and all comments resolved to the satisfaction of the Securities and Exchange Commission; (iii) Blaze is current in its reporting requirements under Sections 13 or 15 of the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash Securities Exchange Act; and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (Aiv) the NEP Common Units are listed or admitted to Blaze’s common stock is then trading on the Nasdaq Stock Market or OTCQX over the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Periodcounter market system. (c) Subject to For purposes of this Section 7.02(b), NEP Member may pay 7.1 the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the term “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cash.

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after December 11, NEP 2022, but prior to June 11, 2026, XPLR Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF of seven and three quarters percent (7.75%)this Section 7.02, measured from the Effective Date to the Call Option Closing Date (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”), of (i) eight and thirty-two hundredths of a percent (8.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs prior to the Flip Date, or (ii) nine and thirty-two hundredths of a percent (9.32%) on each Class B Unit acquired upon the exercise of such Call Option, for any Call Option Closing Date that occurs on or after the Flip Date (provided, however, that the Internal Rate of Return set forth in this clause (ii) shall be measured only from the third (3rd) anniversary of the Effective Date to the applicable Call Option Closing Date, and, with respect to the period from the Effective Date to the third (3rd) anniversary of the Effective Date, the Internal Rate of Return shall be as set forth in clause (i)). NEP XPLR Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP XPLR or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP XPLR Member and NEP XPLR shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (b) To exercise the Call Option, NEP XPLR Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (i) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) the number of Class B Units to be purchased, (iii) the Call Option Purchase PricePrice per Class B Unit, and (iiiiv) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), or a combination of cash and NonNon- 953901.04-WILSR01A - MSW Voting NEP XPLR Common Units (or XPLR Common Units if the holder of Class B Units to be purchased requests in writing, not less than three (3) Business Days prior to the applicable Call Option Closing Date, the issuance of XPLR Common Units), subject to the other requirements of this Section 7.02(c)7.02, and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP that XPLR Member may issue a maximum of (A) three (3) Call Option Notices in any calendar year and (B) one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members at least seven (7) Business Days and no more than ten (10) Business Days in advance of the Call Option Closing Date and shall be irrevocable. Delivery of the initial Call Option Notice may be made prior to the first date on which XPLR Member is permitted to exercise the Call Option only if in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to December 11, 2022). No Call Option Notice may be delivered, nor may any Call Option Closing be consummated, within fourteen (14) calendar days before any date on which XPLR publicly announces its earnings for any Quarter or Fiscal Year (or any other expected public announcement of earnings or other “blackout period” under XPLR Member’s trading policies that are applicable to all holders of XPLR Common Units). (c) The following restrictions shall apply to each exercise of the Call Option: (i) no Call Option may be exercised, and no Call Option Notice may be issued, (i) for a number of Class B Units that is less than eight percent (8%) of the Class B Units outstanding on the date of the applicable Call Option Notice; and (ii) if, and to the extent that, as a result of such exercise, on the applicable Call Option Closing Date, the holders of Class B Units other than the XPLR Class B Parties would own less than sixteen percent (16%) of the Class B Units then outstanding, unless, in the case of this clause (ii), the exercise of such Call Option is for the purchase of all remaining Class B Units not held by the XPLR Class B Parties; and (ii) the aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, shall be no more than: (A) from December 11, 2022, but prior to June 11, 2023, ten percent (10%) of the NEP total number of outstanding Class B Units; (B) from June 11, 2023, but prior to December 11, 2023, twenty-five percent (25%) of the total number of outstanding Class B Units; (C) from December 11, 2023, but prior to June 11, 2024, fifty percent (50%) of the total number of outstanding Class B Units; (D) from June 11, 2024, but prior to December 11, 2024, seventy-five percent (75%) of the total number of outstanding Class B Units; and 953901.04-WILSR01A - MSW (E) from December 11, 2024, but prior to June 11, 2026, one hundred percent (100%) of the total number of outstanding Class B Units. (d) Non-Voting XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units) may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the XPLR Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, ; (Bii) the NEP Registration Rights Agreement is in effect with respect to the XPLR Common Units into which the Non-Voting NEP XPLR Common Units are convertible, subject to and in accordance with the terms of the NEP XPLR Limited Partnership Agreement; (iii) XPLR shall have filed a registration statement with the Commission registering the resale of the XPLR Common Units into which the Non-Voting XPLR Common Units issued at such Call Option Closing are convertible, and such registration shall have been declared effective by the Commission, and no stop order shall have been issued with respect thereto; (iv) (A) none of XPLR or its Affiliates has knowledge of previously undisclosed material events or developments that XPLR or such Affiliate would notbe obligated to disclose publicly, immediately following conversion thereofunder applicable Law or the rules of the National Securities Exchange on which the XPLR Common Units are listed, exceed if XPLR or such Affiliate were offering and selling XPLR Common Units (or other publicly traded securities), the disclosure of which would reasonably be expected to negatively affect the trading price of XPLR Common Units on the applicable National Securities Exchange; and (B) XPLR (or its Affiliates) shall have publicly disclosed any material events or developments that would reasonably be expected to negatively affect the trading price of XPLR Common Units on the applicable National Securities Exchange at least one (1) full Trading Day (on which XPLR Common Units traded on the applicable National Securities Exchange without stop or interruption) prior to the issuance of any Call Option Notice; (v) in any exercise of the Call Option, the aggregate number of XPLR Common Units and Non-Voting XPLR Common Units that will be issued to holders of Class B Units at the applicable Call Option Closing, together with all XPLR Common Units and Non-Voting XPLR Common Units issued in all prior exercises of the Call Option, shall be no more than twenty-two and a one half percent (22.5%) of the publicly traded class total number of NEP outstanding XPLR Common Units then outstanding on a Fully Diluted Basis (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP including any XPLR Common Units to be received upon conversion of issued at the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the applicable Call Option only if Closing); and (yvi) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the on such Call Option Closing Date, it there being understood that delivery of such no Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period. Cash Shortfall. 953901.04-WILSR01A - MSW (ce) Subject to Section 7.02(b), NEP XPLR Member may pay the any Call Option Purchase Price, at its optionoption (subject to Section 7.02(d) above), in either cash, Non-Voting NEP XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units), or a combination of cash and Non-Voting NEP XPLR Common Units (or, if requested pursuant to Section 7.02(b), XPLR Common Units); provided, however, that cash may the holder of Class B Units to be purchased shall be entitled to require, by written notice delivered to XPLR Member not constitute more less than fifty three (3) Business Days prior to the applicable Call Option Closing Date, that up to thirty percent (5030%) of the total Call Option Purchase Price paid payable at such Call Option Closing consist of cash (the “Call Option Cash Consideration”). Any XPLR Common Units or Non-Voting XPLR Common Units to the Class B Members be issued as payment of (or their nominee(s)). If some or all partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be the lesser of (i) the consideration set forth in 10-day VWAP on the date of the Call Option Notice consists and (ii) the listed price of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP a XPLR Common Unit will be specified as the 15-day VWAP of the NEP Common Units end of trading on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension and at least ten (10) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cash.

Call Option. (a) During Notwithstanding anything in this Agreement to the period contrary (but subject to the terms of this Section 9.4 and Schedule 2.12(c)), at any time beginning on the Flip Date and continuing until first day after the first third (1st3rd) anniversary of the Flip Date date hereof (such exercise date, the “Call Option PeriodTrigger Date”), NEP Member Suzano shall have the right, but not the obligation, to acquire allpurchase and acquire, subject to the terms and conditions of this Section 9.4, as elected by K-C, either (i) all (but not less than all, ) of the outstanding Class B Units at a purchase price that implies an Internal Rate Shares held by K-C or any of Return to GEPIF of seven and three quarters percent its Affiliates (7.75%“Direct Shares”), measured from (ii) all (but not less than all) of the Effective Date to outstanding equity interests of any Dutch Holdco Entity that holds Direct Shares (“Indirect Shares”) or (iii) any combination of Direct Shares and Indirect Shares that results in the Call Option Closing Date Transfer of all (but not less than all) the outstanding Shares held by K-C Parent and its Affiliates (the Direct Shares, Indirect Shares or any combination thereof, as the case may be, the “Call Option Purchase PriceShares”)) and K-C shall have the obligation, upon subject to the terms and conditions set forth in this Section 7.02 9.4, to Transfer to Suzano (or its designee) all the Call Shares, in each case, free and clear of all Encumbrances (other than restrictions on transfer created by this Agreement or under applicable securities Laws), at the Call Option Purchase Price determined in accordance with Schedule VII and this Section 9.4, by delivering to K-C a Call Option Notice (the “Call Option”). NEP Member may not assign If K-C elects to Transfer any of its right to purchase the outstanding Class B Units Indirect Shares pursuant to this Section 7.02 9.4(a), K-C Parent shall represent and warrant to any Person other than NEP or a subsidiary thereof; providedSuzano that each Dutch Holdco Entity that holds such Indirect Shares, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise as of the Call OptionOption Closing Date, (I) is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands and was formed solely for the purposes of holding the Shares and activities relating directly to the Pre-Closing Reorganization, and (II) has not (or shall not have) engaged at any time in any other business or activities other than those relating solely to holding the Shares and activities relating directly to the Pre-Closing Reorganization, and has not (or shall not have) any liabilities (contingent or otherwise), debts or obligations of any nature whatsoever or made any investments at any time other than holding the Shares or activities relating directly to the Pre-Closing Reorganization. (b) To exercise the Call Option, NEP Member Suzano shall deliver to the Class B Members K-C written notice of such exercise (the “Call Option Notice”) containing (i) the scheduled date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), (ii) Suzano’s calculation of (A) the Specified Adjusted EBITDA as of the Measurement Time and (B) the resulting Call Option Purchase PricePrice (assuming, solely for this purpose, the Net Indebtedness, the CapEx Deviation, the SAP Cost Reimbursement Amount and the Input Costs Deviation is zero dollars ($0)), (iii) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to Section 7.02(c), and the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, NEP may exercise the Call Option only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (Civ) NEP must have an effective registration statement on file with Suzano’s indication of whether Suzano has or has not engaged KPMG LLP (“KPMG”) for any Material Accounting Engagement in the Commission covering resales two (2) years immediately prior to the date of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the such Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership AgreementNotice. The Call Option Notice shall be delivered irrevocable by ▇▇▇▇▇▇. Upon receipt of the initial Call Option Notice, K-C shall either (x) consummate the Call Option Closing (subject to the Class B Members determination of the Estimated Call Option Purchase Price pursuant to Section 9.4(c)) at least ten 10:00 a.m. (10Dallas, Texas time) days and no more than fifteen (15) days in advance with Suzano on the date that is the later of the Call Option Closing Date, it being understood that delivery or within five (5) Business Days of receipt of all Required Governmental Authorizations in accordance with Section 9.4(d) (or at such other date and time mutually agreed in writing upon by ▇▇▇▇▇▇ and K-C), or (y) if, and only if, the Specified Adjusted EBITDA as of the Measurement Time is less than the Baseline EBITDA, follow the procedures set forth on Schedule VII. Suzano may deliver the initial Call Option Notice may be made prior to the beginning first date on which ▇▇▇▇▇▇ is permitted to exercise the Call Option in accordance with Section 9.4(a) (but, for the avoidance of doubt, subject to Schedule 2.12(c), neither the Trigger Date nor the Call Option Closing Date shall occur prior to the first day after the third anniversary of the date hereof). Following K-C’s receipt of the Call Option Period but Notice (except in the event of an EBITDA Insufficiency Delay Period) or the Second Call Option Notice, as applicable, K-C shall not be valid if made after have forty five (45) days to deliver to Suzano a written notice of its good-faith disagreement (an “EBITDA Notice of Disagreement”) with respect to the end calculation of the Call Option Period. (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) Specified Adjusted EBITDA as of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration Measurement Time set forth in the Call Option Notice consists or the Second Call Option Notice, as applicable; provided that the Company and Suzano shall reasonably cooperate in good faith with K-C and provide K-C with the access contemplated by Section 8.1; provided, further, that K-C shall indicate in writing in such EBITDA Notice of NonDisagreement whether K-Voting NEP Common Units, C has or has not engaged KPMG for any Material Accounting Engagement in the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on two (2) years immediately prior to the date of such EBITDA Notice of Disagreement. If K-C delivers an EBITDA Notice of Disagreement, each of K-C and ▇▇▇▇▇▇ shall use its reasonable best efforts to seek to resolve in writing any differences that they may have with respect to each disputed item specified by K-C in the EBITDA Notice of Disagreement within thirty (30) days following delivery of the EBITDA Notice of Disagreement by K-C to Suzano. Any disputed items resolved in writing between K-C and ▇▇▇▇▇▇ within such thirty (30)-day period shall be final and binding with respect to such items, and if K-C and ▇▇▇▇▇▇ agree in writing on the resolution of each disputed item specified by K-C in the EBITDA Notice of Disagreement and the amounts of Specified Adjusted EBITDA, the amounts so determined shall be final and binding on K-C and Suzano for all purposes hereunder. If K-C and ▇▇▇▇▇▇ cannot resolve all such differences by 11:59 p.m. Dallas, Texas time on the day that is thirty (30) days after K-C delivers the EBITDA Notice of Disagreement, K-C and ▇▇▇▇▇▇ shall submit such dispute, and each of K-C and ▇▇▇▇▇▇ shall submit their respective good-faith calculations of the Specified Adjusted EBITDA as of the Measurement Time, in writing to KPMG (provided that, if KPMG declines to review the dispute, or any of K-C, Suzano or the Company have engaged KPMG for a Material Accounting Engagement in the two (2) years immediately prior to the exercise of the Call Option, then ▇▇▇▇▇▇ and K-C shall elect to submit such dispute to another internationally recognized U.S.-based firm of independent certified public accountants as mutually agreed between Suzano and K-C, and all the references to KPMG in this Section 9.4 shall be to such other Person). The Company, Suzano and K-C shall enter into a customary engagement letter with KPMG. The Company, ▇▇▇▇▇▇ and K-C shall use their commercially reasonable efforts to cause KPMG to render a written decision resolving the matters submitted to it within thirty (30) days following the submission thereof. All communications with KPMG shall include at least one Representative of each of the Company, Suzano and K-C, and none of the Company, Suzano and K-C shall be permitted to communicate with KPMG other than as expressly set forth herein. KPMG shall consider only those items and amounts in Suzano’s and K-C’s respective calculations of the Specified Adjusted EBITDA as of the Measurement Time that are identified as being items and amounts to which ▇▇▇▇▇▇ and K-C have been unable to agree. The scope of the disputes to be resolved by KPMG shall be limited to correcting mathematical errors, determining whether any other non-recurring specific item included in Adjusted EBITDA was included in accordance with the definition of Adjusted EBITDA, and determining whether the items and amounts in dispute were determined in accordance with IFRS, and KPMG shall not be permitted to make any other determination. In resolving any disputed item, KPMG may not assign a value to any item greater than the greatest value or less than the smallest value for such item set forth on Suzano’s and K-C’s respective calculations of Specified Adjusted EBITDA, as applicable. KPMG’s determination of the Specified Adjusted EBITDA as of the Measurement Time shall be based solely on written materials submitted by the Company, Suzano and K-C (i.e., not on independent review); provided, further, that such determination shall be final and binding on both K-C and ▇▇▇▇▇▇ and shall not be subject to dispute resolution as set forth in Section 13.13. The final Specified Adjusted EBITDA shall be (i) if K-C does not trigger an EBITDA Insufficiency Delay Period, if applicable, and does not deliver an EBITDA Notice of Disagreement, the Specified Adjusted EBITDA as of the Measurement Time set forth in the Call Option Notice or the Second Call Option Notice, as applicable, (ii) if K-C delivers an EBITDA Notice of Disagreement, but Suzano and K-C resolve such differences, the Specified Adjusted EBITDA as of the Measurement Time agreed by ▇▇▇▇▇▇ and K-C and (iii) if KPMG is engaged pursuant to this Section 9.4(b), the Specified Adjusted EBITDA as determined by KPMG (each such amount, the “Final Specified Adjusted EBITDA”). The Class B Members determination of the Final Specified Adjusted EBITDA shall be conclusive and binding upon the Company, Suzano and K-C and shall not be subject to appeal or further review, absent fraud or manifest error. Judgment or award may be entered upon the written determination of KPMG in accordance with Section 13.13. In acting under this Agreement, KPMG shall function solely as an expert and not as an arbitrator; provided that KPMG shall have the power to conclusively resolve differences in disputed items as specified in this Section 9.4(b). (c) At least five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date Business Days prior to the Call Option Closing Date, the Company shall prepare, or cause to be prepared, and deliver to Suzano and K-C a statement (the “Preliminary Call Option Closing Statement”) that sets forth in reasonable detail the Company’s good faith estimate, in each case, determined as of either 12:01 a.m. Dallas, Texas time on the Call Option Closing Date (the “Call Option Calculation Time”), of (i) eight and three quarters percent Net Indebtedness (8.75%the “Estimated Net Indebtedness”), if fifty percent (50%ii) or more CapEx Deviation (the “Estimated CapEx Deviation”), (iii) the SAP Cost Reimbursement Amount (the “Estimated SAP Cost Reimbursement Amount”), (iv) the Input Costs Deviation (the “Estimated Input Costs Deviation”) and (v) the resulting calculation of the Call Option Extension Purchase Price is based on the Final Specified Adjusted EBITDA (the “Estimated Call Option Purchase Price”). Following the delivery of the Preliminary Call Option Closing Statement, but prior to the Call Option Closing Date, each of Suzano and K-C shall have the right (but not the obligation) to review the Preliminary Call Option Closing Statement. Prior to the Call Option Closing Date, the Company will review any comments proposed by K-C or Suzano with respect to the Preliminary Call Option Closing Statement and will consider, in good faith, any appropriate changes. Suzano, K-C and the Company shall in good faith seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Call Option Closing Statement; provided that if Suzano, K-C and the Company are unable to resolve such differences prior to the Call Option Closing Date, the amounts of Estimated Net Indebtedness, Estimated CapEx Deviation, Estimated SAP Cost Reimbursement Amount, Estimated Input Costs Deviation and Estimated Call Option Purchase Price as reflected in the Preliminary Call Option Closing Statement shall be used for purposes of calculating the Estimated Call Option Purchase Price to be paid on the Call Option Closing Date. (d) On the Call Option Closing Date, (i) K-C Parent, K-C or its applicable Affiliates, as applicable, shall execute and deliver a transfer agreement in Nonform and substance reasonably acceptable to the transferor and the transferee providing for (or other instrument necessary to give effect to, including, if applicable, a notarial deed of transfer of shares executed by a Dutch civil-Voting NEP Common Unitslaw notary) the Transfer and delivery of the Call Shares, free and clear of all Encumbrances (other than restrictions on transfer created by this Agreement or applicable securities Laws), to Suzano or its designee; and (ii) nine Suzano or its designee will pay the Estimated Call Option Purchase Price to K-C (or its nominee(s)) by wire transfer of immediately available funds to a bank account designated in writing by K-C Parent (or its nominee(s)) at least two (2) Business Days prior to the date the payment is due. The Shareholders agree that the Call Option Closing shall be subject to the receipt of all required regulatory consents or approvals from any Governmental Authority (“Required Governmental Authorizations”). Each of the Company, Suzano, K-C Parent and three quarters percent K-C shall use its reasonable best efforts to cooperate in obtaining such Required Governmental Authorizations (9.75%if any), if over fifty percent including (50%A) cooperating with each other in connection with filings required to be made by any party under applicable Law and liaising with each other in relation to each step of the procedure before the relevant Governmental Authorities and as to the contents of all communications with such Governmental Authorities; (B) to the extent practicable and permitted by Law or Governmental Authority, providing the other parties with a copy of notifications or filings in draft form and giving such other parties a reasonable opportunity to discuss its content before it is filed with the relevant Governmental Authorities; (C) furnishing to the other parties all information within its possession that is required for any application or other regulatory filing to be made by the other party pursuant to the applicable Law in connection with the Required Governmental Authorizations; (D) promptly notifying each other of any material communications from or with any Governmental Authority with respect to the Required Governmental Authorizations and ensuring to the extent practicable and permitted by Law or Governmental Authority that each of the parties is entitled to attend any material meetings, conferences, telephone calls, or other substantive discussions with or other appearances before any Governmental Authority with respect thereto; (E) reasonably consulting and cooperating with one another in connection with all analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to applicable Law; and (F) without prejudice to any rights of the parties hereunder, reasonably consulting and cooperating in all respects with the other in defending all actions by or before any Governmental Authority challenging the consummation of the Call Option Extension Purchase Price is paid Closing. Each of the Company and K-C acknowledge and agree that ▇▇▇▇▇▇ shall determine the strategy to be pursued for obtaining and lead the effort to obtain all necessary Required Governmental Authorizations from the relevant Governmental Authorities in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion connection with the Call Option and the consummation of the Call Option Extension Purchase Price only if (A) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to Closing and in accordance with the terms each of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twentyCompany and K-two and a half percent C shall use its reasonable best efforts to take all actions to support Suzano in connection therewith. (22.5%e) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that Non-Voting NEP Common Units may be used to pay any portion Following consummation of the Call Option Extension Purchase Price only if pursuant to which all of K-C’s Shares are acquired by Suzano (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertibleor its designee), subject to Section 10.1, the Managing Shareholder will amend this Agreement to reflect the withdrawal of K-C and in accordance with the terms transfer of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of Non-Voting NEP Common Units, the issuance price for each such Non-Voting NEP Common Unit will be specified Shares effective as the 15-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, NEP Member shall, prior to expiration of the Call Option Period Extension Closing. (f) The fees and at least ten (10expenses of KPMG incurred pursuant to Section 9.4(b) days and no more than fifteen (15) days in advance of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five (5) days following receipt of such notice to notify NEP Member in writing that the Call Option Extension Purchase Price shall be payable in cash (if any) up to a maximum borne by the party whose calculation of thirty percent (30%) of Specified Adjusted EBITDA is furthest away from the total Call Option Extension Purchase Price (the “Maximum Requested Cash Portion”) (with the balance to be paid in Non-Voting NEP Common Units), unless such notice specified a higher percentage payable in cashFinal Specified Adjusted EBITDA determined by KPMG.

Call Option. (a) During the period beginning At any time, and from time to time, on the Flip Date and continuing until the first (1st) anniversary of the Flip Date (the “Call Option Period”)or after [•], 2023,11 but prior to [•], 2026,12 NEP Member shall have the right, but not the obligation, to acquire allacquire, but not less than allsubject to the limitations and requirements of this Section 7.02, all or any portion of the outstanding Class B Units at a purchase price that implies results in an Internal Rate of Return per Class B Unit purchased pursuant to GEPIF of seven and three quarters percent (7.75%)this Section 7.02, measured from the Effective Date to the Call Option Closing Date Date, of eleven percent (11%) on each Class B Unit acquired upon the exercise of such Call Option (the “Call Option Purchase Price”), upon the terms and conditions set forth in this Section 7.02 (the “Call Option”). NEP Member may not assign its right to purchase the outstanding Class B Units pursuant to this Section 7.02 to any Person other than NEP or a subsidiary thereof; provided, however, that, in the event of any such assignment, NEP Member and NEP shall remain subject to their respective obligations set forth in this Section 7.02 upon any exercise of the Call Option. (bi) To exercise the Call Option, NEP Member shall deliver to the Class B Members written notice of such exercise (the “Call Option Notice”) following the end of trading on a Trading Day containing (iA) the date (the “Call Option Closing Date”) on which the Call Option is to be consummated (the “Call Option Closing”), which shall be seven (ii7) Business Days after the date of the Call Option Notice (the “Call Option Closing Date”), (B) the number 11 NTD - To be the date that is forty-two (42) months after the Effective Date. 12 NTD - To be the date that is seventy-eight (78) months after the Effective Date. 853984.14-WILSR01A - MSW of Class B Units to be purchased, (C) the Call Option Purchase PricePrice per Class B Unit, (D) a report in the form of the IRR Report showing the Internal Rate of Return as of the Call Option Closing Date, and (iiiE) the form of consideration to be used to pay the Call Option Purchase Price, which shall be either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, subject to the other requirements of this Section 7.02(c)7.02, and including the respective proportions thereof to be paid to the Class B Members (or their nominee(s)); provided, however, that, that NEP Member may issue a maximum of one (1) Call Option Notice in any calendar quarter. The Call Option Notice shall be delivered to the Class B Members seven (7) Business Days in advance of the Call Option Closing Date and shall be irrevocable. Delivery of the initial Call Option Notice may be made prior to the first date on which NEP Member is permitted to exercise the Call Option only in accordance with the preceding sentence (but for the avoidance of doubt, no Call Option Closing shall occur prior to [•], 2023).13 (ii) The Class B Member Representative shall, at least four (4) Business Days prior to the Call Option Closing Date, deliver to the Company and NEP Member a written election (the “Call Option Election Notice”), notifying NEP Member as to whether any of the Class B Members elects to sell all or any portion of the Non-Voting NEP Common Units to be issued as payment of the Call Option Purchase Price (“Call Exercise NEP Units”) to a Person other than an Affiliate, Affiliated Fund, or Affiliated Investment Vehicle of such Class B Member (a “Third-Party Buyer”) within three (3) Business Days following the Call Option Closing Date (if applicable, the “Call Units Sale Date”) and specifying the number of Call Exercise NEP Units (Aif any) to be sold by each Class B Member (a “Sale Election”). The Call Option Election Notice shall be irrevocable. If any of the Class B Members makes a Sale Election, then such Class B Members shall use commercially reasonable efforts to make arrangements with an underwriter, broker, or other sales agent to facilitate such sale (the “Sale Arrangement”) of the Call Exercise NEP Units that are subject to the Sale Election on the Call Units Sale Date. The Class B Member Representative shall regularly update NEP with respect to the negotiation of the Sale Arrangement, and NEP shall use commercially reasonable efforts to cooperate with the Class B Member Representative in connection with sales of Call Exercise NEP Units pursuant to such Sale Arrangement. (iii) The Class B Member Representative shall, at least two (2) Business Days prior to the Call Option Closing Date, deliver to the Company and NEP Member a written notice (the “Call Option Sale Notice”), notifying the Company and NEP Member as to whether any Sale Arrangement has been arranged, and, if so, the Agreed Sale Price per Call Exercise NEP Unit and the number of Call Exercise NEP Units to be sold by each applicable Class B Member on the Call Units Sale Date pursuant to such Sale Arrangement. The Call Option Sale Notice shall be irrevocable. NEP and such Class B Members shall use commercially reasonable efforts to cooperate in any sale of Call Exercise NEP Units pursuant to such Sale Arrangement. 13 NTD - To be the date that is forty-two (42) months after the Effective Date. 853984.14-WILSR01A - MSW (c) The aggregate number of Class B Units purchased in any Call Option shall, cumulatively when taken together with all Class B Units purchased in all prior exercises of the Call Option, shall be no more than: (i) from [•], 2023,14 but prior to [•], 2024,15 twenty-five percent (25%) of the total number of outstanding Class B Units; (ii) from [•], 2024,16 but prior to [•], 2024,17 fifty percent (50%) of the total number of outstanding Class B Units; (iii) from [•], 2024,18 but prior to [•], 2025,19 seventy-five percent (75%) of the total number of outstanding Class B Units; and (iv) from and after [•], 2025,20 one hundred percent (100%) of the total number of outstanding Class B Units. (d) Non-Voting NEP Common Units may be used for payment of the Call Option Purchase Price at any Call Option Closing Date subject to the following limitations and the satisfaction of each of the following conditions as of the applicable Call Option Closing Date: (i) the NEP Common Units are listed or admitted to trading on the Nasdaq Stock Market or the New York Stock Exchange, ; (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (C) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units; provided, further, that NEP Member may exercise the Call Option only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effect, without any modification thereto, and (zii) the Registration Rights Agreement shall be in effect with respect to the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Limited Partnership Agreement. The Call Option Notice shall be delivered to the Class B Members at least ten (10) days and no more than fifteen (15) days in advance of the Call Option Closing Date, it being understood that delivery of such Call Option Notice may be made prior to the beginning of the Call Option Period but shall not be valid if made after the end of the Call Option Period.; (c) Subject to Section 7.02(b), NEP Member may pay the Call Option Purchase Price, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units; provided, however, that cash may not constitute more than fifty percent (50%) of the total Call Option Purchase Price paid to the Class B Members (or their nominee(s)). If some or all of the consideration set forth in the Call Option Notice consists of Non-Voting NEP Common Units, the issuance price for each such Non- Voting NEP Common Unit will be specified as the 15-day VWAP of the NEP Common Units on the date of the Call Option Notice. The Class B Members shall have five (5) days following receipt of the Call Option Notice to notify NEP Member in writing that the Call Option Purchase Price shall be payable in cash (if any) up to a maximum of thirty percent (30%) of the total Call Option Purchase Price (with the balance to be paid in Non-Voting NEP Common Units), unless the Call Option Notice specified a higher percentage payable in cash. (d) If, at any time during the last six (6) months of the Call Option Period, NEP Member has not exercised the Call Option pursuant to Section 7.02(a) and over any period of forty-five (45) days during such six-month period the NEP Common Units yield an average, last quarter annualized paid dividend yield above eight percent (8.0%), NEP Member may extend the Call Option Period for an additional one (1) year following the last day of the Call Option Period (the “Call Option Period Extension”) by providing written notice thereof to the Class B Members. The Call Option Period Extension shall, if so extended, expire on the fifth (5th) anniversary of the Effective Date. At any time during the Call Option Period Extension, NEP Member shall have the right, but not the obligation, to acquire all, but not less than all, of the outstanding Class B Units at a purchase price (the “Call Option Extension Purchase Price”), payable, at its option, in either cash, Non-Voting NEP Common Units, or a combination of cash and Non-Voting NEP Common Units, that implies an Internal Rate of Return to GEPIF, measured from the Effective Date to the Call Option Closing Date, of either (i) eight and three quarters percent (8.75%), if fifty percent (50%) or more of the Call Option Extension Purchase Price is paid in Non-Voting NEP Common Units, or (ii) nine and three quarters percent (9.75%), if over fifty percent (50%) of the Call Option Extension Purchase Price is paid in cash; provided, however, that Non-Voting NEP Common Units may be used to pay any portion of the Call Option Extension Purchase Price only if (Aiii) the NEP Common Units are listed or admitted to trading on LPA Amendment (as that term is used in the Nasdaq Stock Market or the New York Stock ExchangePurchase Agreement) shall be in full force and effect, without any modification thereto; (B) the NEP Common Units into which the Non-Voting NEP Common Units are convertible, subject to and in accordance with the terms of the NEP Partnership Agreement, would not, immediately following conversion thereof, exceed more than twenty-two and a half percent (22.5%) of the publicly traded class of NEP Common Units then outstanding (inclusive of those NEP Common Units into which the Non-Voting NEP Common Units are convertible), and (Civ) NEP must have an effective registration statement on file with the Commission covering resales of the underlying NEP Common Units to be received upon conversion of the Non-Voting NEP Common Units, and none of NEP or its Affiliates has knowledge of any news, events, or developments that NEP or such Affiliates believe would require it to suspend the use of such registration statement under Section 2.01(b) of the Registration Rights Agreement; (v) (A) none of NEP or its Affiliates has knowledge of previously undisclosed material news, events, or developments that NEP or such Affiliate would be 14 NTD - To be the date that is forty-two (42) months after the Effective Date. 15 NTD - To be the date that is fifty-four (54) months after the Effective Date. 16 NTD - To be the date that is fifty-four (54) months after the Effective Date. 17 NTD - To be the date that is sixty (60) months after the Effective Date. 18 NTD - To be the date that is sixty (60) months after the Effective Date. 19 NTD - To be the date that is sixty-six (66) months after the Effective Date. 20 NTD - To be the date that is sixty-six (66) months after the Effective Date. 853984.14-WILSR01A - MSW obligated to disclose publicly, under applicable Law or the rules of the National Securities Exchange on which the NEP Common Units are listed, if NEP or such Affiliate were offering and selling NEP Common Units (or other publicly traded securities), the disclosure of which would reasonably be expected to negatively affect the trading price of NEP Common Units on the applicable National Securities Exchange; providedand (B) NEP (or its Affiliates) shall have publicly disclosed any material news, furtherevents or developments that would reasonably be expected to negatively affect the trading price of NEP Common Units on the applicable National Securities Exchange at least one (1) full Trading Day (on which NEP Common Units traded on the applicable National Securities Exchange without stop or interruption) prior to the issuance of any Call Option Notice; and (vi) in any exercise of the Call Option, that the aggregate number of Non-Voting NEP Common Units may that will be used issued to pay any portion holders of Class B Units at the applicable Call Option Extension Purchase Price only if (y) the NEP LPA Amendment (as that term is used in the Purchase Agreement) shall be in full force and effectClosing, without any modification thereto, and (z) the Registration Rights Agreement shall be in effect together with respect to the NEP Common Units into which the all Non-Voting NEP Common Units are convertibleissued in all prior exercises of the Call Option, shall be no more than twenty-two and one half percent (22.5%) of the total number of outstanding NEP Common Units on a Fully Diluted Basis (including any Non-Voting NEP Common Units to be issued at the applicable Call Option Closing). (e) NEP Member may pay any Call Option Purchase Price, at its option (subject to and Section 7.02(d) above), in accordance with the terms of the NEP Partnership Agreement. If some or all of the consideration set forth in such notice consists of either cash, Non-Voting NEP Common Units, the issuance price for each such or a combination of cash and Non-Voting NEP Common Unit Units. Any Call Exercise NEP Units to be issued as payment of (or partial payment of) any Call Option Purchase Price will be issued at a price (the “Issuance Price”) specified in the applicable Call Option Notice, which Issuance Price shall be specified as the 15lesser of (X) the 10-day VWAP of the NEP Common Units on the date of such notice. To exercise its right set forth herein, the Call Option Notice and (Y) the listed price of a NEP Member shall, prior to expiration Common Unit as of the end of trading on the date of the Call Option Period Extension and at least ten Notice; provided, however, that: (10i) days and no more than fifteen (15) days in advance if any portion of such exercise, deliver to the Class B Members written notice containing the same information set forth in Section 7.02(b) with respect to the Call Option Notice. The Class B Members shall have five Purchase Price is to be paid in cash (5) days following receipt of such notice to notify NEP Member in writing that the “Call Option Cash Portion”), then the Call Option Extension Purchase Price Cash Portion paid on the Call Option Closing Date shall be payable in cash (if any) up reduced by an amount equal to a maximum of thirty four percent (304%) of the total Call Option Extension Cash Portion; (ii) if (A) any portion of the Call Option Purchase Price (the “Maximum Requested Cash Portion”) (with the balance is to be paid in Non-Voting NEP Common Units, (B) the Class B Members have elected to sell some or all of the Call Exercise NEP Units through the applicable Sale Arrangement, and (C) the applicable Sale Unit Clawback Value is greater than zero (not to exceed the Clawback Cap), then the number of Call Exercise NEP Units to be issued to such Class B Member at the Call Option Closing shall be reduced by a number of Call Exercise NEP Units equal to the quotient obtained by dividing (y) the applicable Sale Unit Clawback Value by (z) the Issuance Price used in the calculation of the Call Option Purchase Price; and (iii) if any portion of the Call Option Purchase Price is to be paid in Non-Voting NEP Common Units and the Class B Member Representative does not timely deliver a Call Option Sale Notice containing a Sale Election by one or more Class 853984.14-WILSR01A - MSW B Members to sell any of the Call Exercise NEP Units to be issued as part of such Call Option Purchase Price, then the number of Call Exercise NEP Units to be issued at the Call Option Closing shall be reduced by a number of Call Exercise NEP Units equal to the quotient obtained by dividing (A) the applicable Held Unit Clawback Value by (B) the Issuance Price used in the calculation of the Call Option Purchase Price. (f) On each Call Option Closing Date, (i) the Class B Members will convey all right, title, and interest in and to the applicable Class B Units, free of all Encumbrances (other than those created by this Agreement or securities Laws), to NEP Member or its nominee; (ii) NEP Member or its nominee will pay the Call Option Cash Portion (subject to reduction pursuant to Section 7.02(e), as applicable), if any, to the Class B Members (or their nominee(s)) by wire transfer of immediately available funds; and (iii) NEP shall satisfy the remaining portion of the Call Option Purchase Price by issuing Non-Voting NEP Common Units to the Class B Members (subject to reduction pursuant to Section 7.02(e), as applicable), and, in connection therewith, NEP shall instruct, and shall use its commercially reasonable efforts to cause, its Transfer Agent to record the issuance of such Non-Voting NEP Common Units, as the case may be, to such Class B Members (or their nominee(s)). No fractional Non-Voting NEP Common Units will be issued, and any fractional Non-Voting NEP Common Units that otherwise would be issuable as part of the Call Option Purchase Price shall be rounded down to the nearest whole number of Non-Voting NEP Common Units, and the Call Option Cash Portion shall be increased to reflect the value of such fractional Non-Voting NEP Common Units. The Members agree that each Call Option Closing shall be subject to the receipt of all applicable Required Governmental Authorizations. In the event any such Required Governmental Authorizations shall not have been obtained by the date that is otherwise scheduled to be the Call Option Closing Date, then such Call Option Closing Date shall automatically be delayed until such date as all such Required Governmental Authorizations have been obtained and, for the avoidance of doubt, the Call Option Purchase Price set forth in the Call Option Notice shall be calculated from the Effective Date until the date of the actual Call Option Closing. (g) Following consummation of the Call Option pursuant to which all of a Class B Member’s Class B Units are acquired by NEP Member (or its nominee), the Managing Member will amend this Agreement to reflect the withdrawal of such Class B Member and the transfer of the Class B Units effective as of the applicable Call Option Closing. (h) If, in the exercise of any Call Option, the number of Class B Units to be purchased is less than all of the outstanding Class B Units and there are multiple holders of such Class B Units, the Class B Units so purchased will be acquired pro rata from the Class B Members (other than NEP Member and its Affiliates, if they hold Class B Units) based on the number of Class B Units held. (i) Each Member agrees to cooperate fully with the Company, the Managing Member, and NEP to effect the Call Option Closing, including using its reasonable best efforts to obtain all applicable Governmental Authorizations, and entering into any agreements and instruments and executing any certificates or other documents the Managing Member reasonably deems necessary or appropriate to consummate the Disposition of the Class B Units. The Class B Members and NEP agree to use commercially reasonable efforts to coordinate with the Transfer 853984.14-WILSR01A - MSW Agent to record the issuance of Non-Voting NEP Common Units, as the case may be, to such Class B Members (or their nominee(s)). (j) The NEP Member or its nominee shall be entitled to deduct and withhold from each Call Option Purchase Price the amounts each NEP Member or its nominee is required to deduct and withhold under any applicable Law, and amounts so withheld and properly remitted to the appropriate Governmental Authority shall be deemed paid for all purposes of this Agreement to the Person with respect to which such amount was withheld; provided that any such amounts shall be specified by the NEP Member in the applicable Call Option Notice; provided, further, that if, on the Call Option Closing Date, the Class B Members deliver to the NEP Member or its nominee withholding certificates pursuant to Treasury Regulations Section 1.1445-2(b)(2) and, in the case of a sale of the Class B Units, IRS Notice 2018-29, that the Class B Member (or if such entity is a disregarded entity, its regarded owner) is not a non-U.S. person, the NEP Member or its nominee shall not withhold any amounts under Section 1445 or Section 1446(f) of the Code unless there is a change in applicable Law prior to the Call Option Closing Date that requires such notice specified a higher percentage payable in cashwithholding.