Item 1.01 Entry into a Material Definitive Agreement

The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 and qualified in its entirety by the text of the LLC agreement, which is included as Exhibit 10.1 hereto and incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The non-controlling Class B membership interests in Genesis Holdings were sold to the investors in reliance upon an exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 and qualified in its entirety by the text of the relevant agreement, which is included as Exhibit 10.1 hereto and incorporated by reference herein.

The general effect of the issuance and sale to the investors of the non-controlling Class B membership interests in Genesis Holdings upon the rights of the holders of the common units of NEP is described in the Explanatory Note, which description is incorporated by reference herein.

Item 8.01 Other Events

The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.




Item 9.01 Financial Statements and Exhibits
(d) Exhibits.

   Exhibit
    Number                                             Description
     10.1              Third Amended and Restated Limit    ed     Liability     Company Agreement of
                     Genesis Solar Holdings, LLC    , dated as of December 18, 2020
     101             Interactive data files for this Form 8-K formatted in Inline XBRL
     104             Cover Page Interactive Data File (formatted as Inline XBRL and contained in
                     Exhibit 101)

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