Exhibit 10.2
REDEMPTION AGREEMENT
This redemption agreement (this "Agreement"), dated as of January 29, 2015, is
made by and among Hunt-InfraREIT, L.L.C. ("Hunt-InfraREIT"), InfraREIT, Inc.
("InfraREIT Inc.") and InfraREIT Partners, LP (the "Operating Partnership").
RECITALS
WHEREAS, this Agreement is being entered into in connection with the Merger and
Transaction Agreement, dated as of January 29, 2015, by and among InfraREIT,
L.L.C. ("InfraREIT LLC"), InfraREIT Inc. and the Operating Partnership (as the
same may be amended, modified or supplemented from time to time, the "Merger
Agreement"), pursuant to which, among other things, InfraREIT LLC will be merged
with and into InfraREIT Inc. (the "Merger"), with InfraREIT Inc. surviving the
Merger as the general partner of the Operating Partnership;
WHEREAS, InfraREIT Inc. has filed with the United States Securities and Exchange
Commission a registration statement on Form S-11 (the "Registration Statement")
with respect to an initial public offering (the "IPO") of its common stock, par
value $0.01 per share ("Common Stock");
WHEREAS, pursuant to the Merger Agreement and Sections 4.6.D and 8.7 of the
Second Amended and Restated Agreement of Limited Partnership of the Operating
Partnership (the "Partnership Agreement"), which will become effective as of the
closing of the IPO (the "IPO Closing"), Hunt-InfraREIT desires to exercise its
Redemption Right (as defined in the Partnership Agreement) with respect to
1,551,878 Class A units representing limited partnership interests in the
Operating Partnership (the "Redeemed Units");
WHEREAS, pursuant to Section 8.7.B of the Partnership Agreement, InfraREIT Inc.
desires to assume the Operating Partnership's obligation to redeem the Redeemed
Units by paying Hunt-InfraREIT the Shares Amount (as defined in the Partnership
Agreement) equal to 1,551,878 shares of Common Stock (the "Exchange Shares").
NOW, THEREFORE, in consideration of the premises and of the mutual promises,
covenants, conditions and agreements contained herein, and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Redemption Election and Assumption; Conversion of Redeemed Units.
a. Pursuant to Sections 4.6.D and 8.7.A of the Partnership Agreement and subject
to Section 2 of this Agreement, Hunt-InfraREIT hereby (i) exercises its
Redemption Right with respect to the Redeemed Units and (ii) surrenders the
Redeemed Units and all right, title and interest therein.
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b. Pursuant to Section 8.7.B of the Partnership Agreement, InfraREIT Inc. elects
to assume directly and satisfy Hunt-InfraREIT's exercise of the Redemption Right
pursuant to Section 1(a) of this Agreement by issuing the Exchange Shares in
exchange for the Redeemed Units, and Hunt-InfraREIT hereby consents to InfraREIT
Inc.'s election to assume directly and satisfy Hunt-InfraREIT's exercise of the
Redemption Right pursuant to Section 1(a) of this Agreement.
c. Upon InfraREIT Inc.'s acquisition of the Redeemed Units pursuant to
Section 1(b) of this Agreement, and pursuant to Section 4.6.C of the Partnership
Agreement, the Redeemed Units will be automatically converted into an equivalent
number of Common Units (as defined in the Partnership Agreement).
2. Effective Time. The closing of the transactions contemplated by this
Agreement shall occur immediately following the IPO