X0306 4 2019-05-16 1 0001506401 InfraREIT, Inc. HIFR 0001183371 WOLF ELLEN C 1900 NORTH AKARD STREET DALLAS TX 75201 1 0 0 0 common stock, $0.01 par value per share 2019-05-16 4 D 0 3779 21.00 D 0 D LTIP Units 2019-05-16 4 D 0 16901 21.00 D common stock 16901 0 I By trust common units 2019-05-16 4 D 0 5632 21.00 D common stock 5632 0 I By trust Pursuant to the Agreement and Plan of Merger, dated October 18, 2018, by and among InfraREIT, Inc., a Maryland corporation ("InfraREIT"), InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of the Company ("InfraREIT Partners"), Oncor Electric Delivery Company LLC, a Delaware limited liability company ("Oncor"), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor ("Merger Sub"), and Oncor T&D Partners, LP, a Delaware limited partnership and a wholly owned indirect subsidiary of Oncor ("Merger Partnership"), among other things, (i) InfraREIT was merged with and into Merger Sub (the "Company Merger"), with Merger Sub surviving the Company Merger, and (ii) immediately thereafter, Merger Partnership was merged with and into InfraREIT Partners (the "Partnership Merger" and, together with the Company Merger, the "Mergers"), with InfraREIT Partners surviving the Partnership Merger. In the Company Merger and the Partnership Merger, respectively, each (A) share of common stock, par value $0.01 per share, of InfraREIT issued and outstanding immediately before the effective time of the Company Merger and (B) limited partnership unit in InfraREIT Partners issued and outstanding immediately before the effective time of the Partnership Merger was converted into the right to receive $21.00 per share of common stock or partnership unit, as applicable, in cash, without interest, and subject to deduction for any required withholding tax. Represents LTIP Units of InfraREIT Partners. Immediately prior to the effective time of the Company Merger, each LTIP Unit was converted into an equivalent number of common units of InfraREIT Partners, which, prior to the Mergers, were redeemable for cash or, at InfraREIT's election, shares of InfraREIT's common stock on a one-for-one basis in accordance with the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners. These partnership units were previously owned directly by Ms. Wolf, but were subsequently contributed to a charitable remainder trust, of which Ms. Wolf is the trustee, effective as of January 1, 2019. Represents common units of InfraREIT Partners. Prior to the Mergers, common units were redeemable for cash or, at InfraREIT's election, shares of InfraREIT's common stock on a one-for-one basis in accordance with the Third Amended and Restated Agreement of Limited Partnership of InfraREIT Partners. /s/ Gregory S. Imhoff as Attorney-In-Fact for Ellen C. Wolf 2019-05-16