MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among NEP RENEWABLES III, LLC NEP RENEWABLES HOLDINGS III, LLC, NEXTERA ENERGY PARTNERS, LP and THE CLASS B PURCHASERS PARTY HERETO OCTOBER 21, 2021Membership Interest Purchase Agreement • October 25th, 2021 • Nextera Energy Partners, Lp • Electric services • Delaware
This Membership Interest Purchase Agreement (this “Agreement”), dated as of October 21, 2021 (the “Execution Date”), is entered into by and among NEP Renewables III, LLC, a Delaware limited liability company (the “Company”), NEP Renewables Holdings III, LLC, a Delaware limited liability company (the “Class A Purchaser”), the Class B Purchasers set forth in Schedule A hereto, including Apollo CIF CEPF Intermediate, LLC, a Delaware limited liability company, as a Class B Purchaser and as the Class B Purchaser Representative (in such capacity, the “Class B Purchaser Representative”), and NextEra Energy Partners, LP, a Delaware limited partnership (“NEP”), solely to the extent of the NEP Obligations set forth herein.
AMENDMENT to AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (2021-B PROJECTS ANNEX)Purchase and Sale Agreement • October 25th, 2021 • Nextera Energy Partners, Lp • Electric services • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as may be amended, supplemented, restated, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) of Star Moon Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of [●], 2021 (the “Effective Date”), is adopted, executed, and agreed to by and among (i) NEP Renewables Holdings III, LLC, a Delaware limited liability company (“NEP Renewables Holdings III”), in its capacity as the Manager of the Company, (ii) SIP SellCo II, LLC, a Delaware limited liability company, in its capacities as a Class B Member and as the Class B Member Representative hereunder, in each case, effective as of the Effective Date (the “NEER Member”), and (iii) as Class A Member, each of the following: (a) NEP US SellCo II, LLC, a Delaware limited liability company (“NEP SellCo”), effective as of the Effective Date through the NEER/NEP APA Closing, (b) NextEra Energy Partners Acquisit
