Exhibit 10.10
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of January
29, 2015, by and among InfraREIT, Inc., a Maryland corporation (together with
its successors and assigns, the "Company"), InfraREIT Partners, LP, a Delaware
limited partnership (the "Operating Partnership" and, together with the Company,
"InfraREIT"), Hunt-InfraREIT, L.L.C., a Delaware limited liability company
("Hunt-InfraREIT"), and Hunt Consolidated, Inc., a Delaware corporation ("HCI"
and, together with Hunt-InfraREIT, "Hunt").
RECITALS
WHEREAS, the Company has filed a registration statement on Form S-11 (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") with respect to the initial public offering (the "Offering") of shares of
the Company's common stock, par value $0.01 per share (the "Common Stock");
WHEREAS, immediately prior to the effectiveness of the Registration Statement,
Hunt-InfraREIT received 1,700,000 shares of Common Stock as payment of a
structuring fee (the "Structuring Fee Shares") and immediately transferred
75,000 of such shares to OpTrust Infrastructure N.A. Holdings Trust (the "OpT
Shares");
WHEREAS, on the date of the closing of the Offering (the "Closing Date"), the
Company will engage in certain reorganization transactions, as a result of
which, among other things, InfraREIT, L.L.C. (formerly Electric Infrastructure
Alliance of America, L.L.C.) will be merged with and into the Company (the "IPO
Date Transactions");
WHEREAS, as part of the IPO Date Transactions, Hunt-InfraREIT will redeem
1,551,878 Class A Units which the Company will satisfy through the issuance to
Hunt-InfraREIT of 1,551,878 shares of Common Stock on the IPO Closing Date (the
"Redemption");
WHEREAS, as a result of the issuance by the Company of the Structuring Fee
Shares, the transfer of the OpTrust Shares by Hunt-InfraREIT and the IPO Date
Transactions, including the Redemption, Hunt-InfraREIT will hold (i) 3,176,878
shares of Common Stock of the Company, (ii) 1,167,287 common units in the
Operating Partnership ("Common Units"), (iii) 10,166,525 Class A units ("Class A
Units") in the Operating Partnership and (iv) 45,799,362 Class B units ("Class B
Units") in the Operating Partnership (collectively, the "IPO Date Equity");
WHEREAS, in accordance with the Second Amended and Restated Agreement of Limited
Partnership of the Operating Partnership to become effective on the Closing Date
(the "OP Agreement"), and the Amended and Restated Charter of the Company (the
"Charter"), on or around the day that is 32 days after the Closing Date, the
Company and the Operating Partnership will engage in certain reorganization
transactions as a result of which, among other things, all of the Class A Units
will convert into Common Units, the Class B Units will be cancelled and
Hunt-InfraREIT may receive additional Common Units as more fully described in
the Registration Statement (the "Post-IPO Reorganization");
WHEREAS, Hunt has informed the Company that it intends to continue to hold
substantially all of its equity, including (i) the Common Stock and Common Units
it holds
following the IPO Date Transactions and (ii) the Common Units Hunt-InfraREIT
receives in the Post-IPO Reorganization and any shares of Common Stock it
receives upon redemption thereof in accordance with the