X0306 4 2015-12-08 0 0001506401 InfraREIT, Inc. HIFR 0001631929 Gates John A. 1807 ROSS AVENUE, 4TH FLOOR DALLAS TX 75201 1 0 0 0 common stock, $0.01 par value per share 2015-12-08 4 P 0 5000 20.37 A 5000 D common stock, $0.01 par value per share 2015-12-09 4 P 0 2500 20.23 A 7500 D LTIP Units common stock 4000 4000 D This transaction was executed in multiple trades at prices ranging from $20.22 to $20.48. The price reported above reflects the weighted average acquisition price. Mr. Gates hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares acquired at each separate price. This transaction was executed in multiple trades at prices ranging from $20.01 to $20.47. The price reported above reflects the weighted average acquisition price. Mr. Gates hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares acquired at each separate price. In the aggregate, Mr. Gates beneficially owns 11,500 shares of common stock, consisting of the 7,500 shares of common stock shown in Table I together with 4,000 shares underlying the LTIP Units shown in Table II. Represents LTIP Units of InfraREIT Partners, LP, which are scheduled to vest on February 4, 2016. Pursuant to the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners, LP, Mr. Gates may elect to convert any vested LTIP Units on a one-for-one basis to common units of InfraREIT Partners, LP in accordance with their terms. Common units are redeemable for cash or, at InfraREIT, Inc.'s election, shares of InfraREIT, Inc.'s common stock on a one-for-one basis on February 4, 2016. The rights to convert vested LTIP Units into common units and to redeem common units do not have expiration dates. /s/ Gregory S. Imhoff, as attorney-in-fact for John A. Gates 2015-12-09