{"url_path":"/sec/nrg/8-k/2026-03-04/body","section_key":"body","section_title":"Body","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-03-04","source_url":"https://www.sec.gov/Archives/edgar/data/1013871/0001104659-26-023570-index.html","accession_number":"0001104659-26-023570","cik":"0001013871","ticker":"NRG","issuer_name":"NRG ENERGY, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1013871/0001104659-26-023570-index.html","primary_entity_key":"0001013871","primary_entity_name":"NRG ENERGY, INC."},"word_count":20222,"has_tables":true,"body_markdown":"EX-1.1\n2\ntm267426d5_1-1.htm\nEXHIBIT 1.1\n\n**Exhibit 1.1**\n\n**Execution Version**\n\n**14,300,000 Shares of Common Stock**\n\n**NRG ENERGY, INC.**\n\n**Common Stock**\n\n**UNDERWRITING AGREEMENT**\n\nMarch 2,\n2026\n\nBARCLAYS CAPITAL INC.\n\nCitigroup Global Markets Inc.\n\nAs Representatives of the Several Underwriters,\n\nc/o Barclays Capital Inc.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\nc/o Citigroup Global Markets Inc.\n\n388 Greenwich Street\n\nNew York, New York 10013\n\nLadies and Gentlemen:\n\n1.*Introductory*. The stockholders of NRG Energy, Inc., a Delaware\ncorporation (the “**Company**”), named in Schedule A-2 attached hereto\n(each individually a “**Selling Stockholder**” and, collectively, the “**Selling\nStockholders**”), agree with the several Underwriters named in Schedule A-1\nhereto (the “**Underwriters**”) to sell to the several Underwriters 14,300,000\nshares (the “**Firm Securities**”) of the Company’s common stock, par\nvalue $0.01 per share (the “**Securities**”). The Selling Stockholders also\nagree to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate\nof not more than 2,145,000 additional shares of the Company’s common stock (such 2,145,000\nadditional shares of common stock being hereinafter referred to as the “**Optional\nSecurities**”), as set forth in Section 4 of this Agreement. The Firm\nSecurities and the Optional Securities are herein collectively called the “**Offered\nSecurities**.”\n\n2.*Representations and Warranties of the Company*. The Company represents\nand warrants to the several Underwriters that, as of the Applicable Time and as of each Closing\nDate:\n\n(a)            *Filing\nand Effectiveness of Registration Statement; Certain Defined Terms*. The Company has filed with the Commission a registration statement\non Form S-3 (No. 333-293137), including a related prospectus, covering the registration of the Offered Securities under the\nAct, which has become effective. “**Registration Statement**” at any particular time means such registration statement\nin the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B\nInformation and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified.\n“**Registration Statement**” without reference to a time means the Registration Statement as of the Effective Time. For\npurposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified\nin Rule 430B.\n\nFor purposes of this Agreement:\n\n“**430B Information**” means information included in\na prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be\na part of the Registration Statement pursuant to Rule 430B(f).\n\n“**430C Information**” means information included in\na prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.\n\n“**Act**” means the Securities Act of 1933, as amended.\n\n“**Applicable Time**” means 7:30 P.M. (Eastern\ntime) on the date of this Agreement.\n\n“**Closing Date**” has the meaning set forth in Section 4\nhereof.\n\n“**Commission**” means the United States Securities\nand Exchange Commission.\n\n“**Effective Time**” of the Registration Statement\nrelating to the Offered Securities means the time of the first contract of sale for the Offered Securities.\n\n“**Exchange Act**” means the Securities Exchange Act\nof 1934, as amended.\n\n“**Final Prospectus**” means the Statutory Prospectus\nthat discloses the public offering price, other 430B Information and other final terms of the Offered Securities and otherwise satisfies\nSection 10(a) of the Act.\n\n“**General Use Issuer Free Writing Prospectus**” means\nany Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified\nin Schedule B to this Agreement.\n\n“**Issuer Free Writing Prospectus**” means any “issuer\nfree writing prospectus,” as defined in Rule 433, relating to the Offered Securities in the form filed or required to be filed\nwith the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).\n\n“**Limited Use Issuer Free Writing Prospectus**” means\nany Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.\n\n“**Rules and Regulations**” means the rules and\nregulations of the Commission.\n\n“**Securities Laws**” means, collectively, the Sarbanes-Oxley\nAct of 2002, as amended (“**Sarbanes-Oxley**”), the Act, the Exchange Act, the Rules and Regulations, the auditing\nprinciples, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley) promulgated\nor approved by the Public Company Accounting Oversight Board (the “**PCAOB**”) and, as applicable, the rules of the\nNew York Stock Exchange (“**Exchange Rules**”).\n\n2\n\n“**Statutory Prospectus**” with reference\nto any particular time means the prospectus relating to the Offered Securities that is included in the Registration Statement immediately\nprior to that time, including any document incorporated by reference therein and all 430B Information and all 430C Information with respect\nto the Registration Statement. For purposes of the foregoing definition, 430B Information shall be considered to be included in the Statutory\nProspectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant\nto Rule 424(b) and not retroactively.\n\nUnless otherwise specified, a reference to a “rule”\nis to the indicated rule under the Act.\n\n(b)            *Compliance\nwith the Requirements of the Act*. (i) (A) At the time the Registration Statement initially became effective, (B) at\nthe time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether by post-effective\namendment, incorporated report or form of prospectus), (C) at the Effective Time relating to the Offered Securities and (D) on\neach Closing Date, the Registration Statement conformed, and will conform, in all material respects to the requirements of the Act and\nthe Rules and Regulations with respect thereto and did not and will not include any untrue statement of a material fact or omit\nto state any material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) (A) on\nits date, (B) at the time of filing the Final Prospectus pursuant to Rule 424(b) and (C) on each Closing Date, the\nFinal Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations with respect\nthereto, and the Final Prospectus and any documents incorporated by reference therein will not include any untrue statement of a material\nfact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the\ncircumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any\nsuch document based upon written information furnished to the Company by (x) any Underwriter through the Representatives specifically\nfor use therein, it being understood and agreed that the only such information is that described as such in Section 9(c) hereof\nor (y) any Selling Stockholder specifically for use therein, it being understood and agreed that the only such information is the\nSelling Stockholder Information.\n\n(c)            *Incorporation\nof Documents by Reference*. The documents incorporated or deemed to be incorporated by reference in the Registration Statement (or\nany amendment thereto), the General Disclosure Package or the Final Prospectus (or any amendment or supplement thereto), when they became\neffective or at the time they were or hereafter are filed with the Commission, complied and, at each Closing Date, will comply in all\nmaterial respects with the requirements of the Act and the rules and regulations of the Commission under the Act to the extent applicable.\n\n(d)            *Filing\nFees*. The Company has paid or shall pay the required Commission filing fees relating to the Offered Securities within the time required\nby Rule 456(b)(1) and otherwise in accordance with Rules 456(b) and 457(r).\n\n3\n\n(e)            *Ineligible\nIssuer Status.*The Company is not an “ineligible issuer” and is a “well-known seasoned issuer,” in each case\nas defined under the Act, in each case at the times specified in the Act in connection with the offering of the Securities.\n\n(f)             *General\nDisclosure Package*. As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior\nto the Applicable Time and the preliminary prospectus supplement, dated March 2, 2026, including the base prospectus, dated February 2,\n2026 (which is the most recent Statutory Prospectus distributed to investors generally), and the other information, if any, stated in\nSchedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “**General\nDisclosure Package**”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with\nthe General Disclosure Package, including the documents incorporated by reference therein, included any untrue statement of a material\nfact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under\nwhich they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Statutory Prospectus\nor any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by (x) any\nUnderwriter through the Representatives, it being understood and agreed that the only such information furnished by any Underwriter consists\nof the information described as such in Sections 9(c) or by (y) any Selling Stockholder specifically for use therein,\nit being understood and agreed that the only such information is the Selling Stockholder Information.\n\n(g)            *Issuer\nFree Writing Prospectuses*. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion\nof the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Representatives\nas described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict\nwith the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus,\nat a time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be\ndelivered under the Act by any Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer\nFree Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result\nof which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue\nstatement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in\nthe light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly\nnotify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing\nProspectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements\nin or omissions from the Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing\nto the Company by or on behalf of (x) any Underwriter through the Representatives specifically for use therein, it being understood\nand agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof\nor (y) any Selling Stockholder specifically for use therein, it being understood and agreed that the only such information is the\nSelling Stockholder Information.\n\n4\n\n(h)            *Due\nIncorporation and Good Standing of Company.* The Company has been duly incorporated, is validly existing as a corporation in good\nstanding under the laws of the state of Delaware, has the corporate power and authority to own its property and to conduct its business\nas described in the General Disclosure Package and the Final Prospectus and is duly qualified to transact business and is in good standing\nin each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except\n(i) to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the business\nor results of operations of the Company and its subsidiaries, taken as a whole (a “**Material Adverse Effect**”), and\n(ii) for jurisdictions not recognizing the legal concepts of good standing or qualification.\n\n(i)             *Due\nOrganization and Good Standings of Subsidiaries*. Each domestic subsidiary of the Company has been duly organized or formed, is validly\nexisting in good standing under the laws of the jurisdiction of its organization, has the power and authority to own its property and\nto conduct its business as described in the General Disclosure Package and the Final Prospectus and is duly qualified to transact business\nand is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such\nqualification, except (i) to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse\nEffect and (ii) for jurisdictions not recognizing the legal concepts of good standing or qualification. Except as set forth in the\nGeneral Disclosure Package and the Final Prospectus, all of the issued shares of capital stock or equity interests, as applicable, of\neach subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except (i) for\ndirectors’ qualifying shares or foreign national qualifying capital stock and (ii) as pledged to secure indebtedness of the\nCompany and/or its subsidiaries pursuant to credit facilities, indentures and other instruments evidencing indebtedness as set forth\nin the Exchange Act reports of the Company, the General Disclosure Package and the Final Prospectus) are owned directly by the Company,\nfree and clear of all liens, encumbrances, equities or claims.\n\n(j)             *Due\nAuthorization, Execution and Delivery*. This Agreement has been duly authorized, executed and delivered by the Company.\n\n(k)            *Offered\nSecurities*. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the\nauthorized capital stock of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of\nthe Company, including the Offered Securities, are validly issued, fully paid and nonassessable, and conform to the information in the\nGeneral Disclosure Package and the Offered Securities will conform in all material respects to the description of such Offered Securities\ncontained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Securities; and none\nof the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security\nholder. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus”\n(within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the\nmeaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other\nthan (x) the preliminary prospectus supplement referred to in Section 2(f) hereof or (y) any General Use Issuer\nFree Writing Prospectus or Limited Use Issuer Free Writing Prospectus (issued in compliance with this Agreement).\n\n5\n\n(l)             *Federal\nPower Act*. The Company is not subject to regulation as a “public utility,” as such term is defined in the Federal Power\nAct (“**FPA**”).\n\n(m)           *No\nContravention; No Consents*. The execution and delivery by the Company of, and the performance by the Company of its obligations under,\nthis Agreement and the sale of the Offered Securities and compliance with the terms and provisions thereof will not contravene (i) any\nprovision of the certificate of incorporation or bylaws of the Company, (ii) any agreement or other instrument binding upon the\nCompany or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or (iii) any applicable\nlaw or judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary except\nthat, in the case of clauses (ii) and (iii), for any contravention that would not have a Material Adverse Effect or a material adverse\neffect on the ability of the Company to consummate the transactions contemplated hereby. No action, consent or approval of, registration\nor filing with, notice to, or any other action by, any governmental body or agency is required for the performance by the Company of\nits obligations under this Agreement, except (x) for such actions, consents, approvals, registrations or filings that have been\nmade or obtained or where failure to do so would not have a Material Adverse Effect or a material adverse effect on the ability of the\nCompany to consummate the transactions contemplated hereby and (y) such as may be required by the securities or Blue Sky laws of\nthe various states, the Act or the Exchange Act, or by the Financial Industry Regulatory Authority (“**FINRA**”) in connection\nwith the offer and sale of the Securities.\n\n(n)            *Financial\nStatements*. The financial statements and the related notes thereto included or incorporated by reference in each of the General Disclosure\nPackage and the Final Prospectus present fairly in all material respects the financial position of the entities purported to be shown\nthereby as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified;\nsuch financial statements have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent\nbasis throughout the periods covered thereby, subject to normal year-end audit adjustments; and the other financial information included\nor incorporated by reference in each of the General Disclosure Package and the Final Prospectus has been derived from the accounting\nrecords of the entities purported to be shown thereby and presents fairly in all material respects the information shown thereby.\n\n(o)            *Pro\nForma Financial Information*. The pro forma financial information and the related notes thereto included or incorporated by reference\nin each of the General Disclosure Package and the Final Prospectus have been prepared in all material respects in accordance with the\nCommission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma\nfinancial information are reasonable and are set forth in the General Disclosure Package and the Final Prospectus, each as amended or\nsupplemented at such date.\n\n(p)            *Independent\nAuditor.* KPMG LLP, who have certified certain financial statements of the Company and its subsidiaries, are the independent registered\npublic accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the\nCommission and the Public Company Accounting Oversight Board (United States) and as required by the Act.\n\n6\n\n(q)            *Independent\nAuditor*. KPMG LLP, who have audited periods noted in their opinion on the financial statements of Lightning Power, LLC, Linebacker\nPower Funding, LLC and CCS Power Finance Co, LLC (collectively, the “**LSP Entities**”) and their respective subsidiaries,\nare the independent auditors with respect to the LSP Entities and their respective subsidiaries within the applicable rules and\nregulations adopted by the Commission and the American Institute of Certified Public Accountants and as required by the Act.\n\n(r)             *Internal\nControls*. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined\nin Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or\nunder the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions,\nto provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external\npurposes in accordance with U.S. generally accepted accounting principles. The Company and its subsidiaries maintain internal accounting\ncontrols sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general\nor specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity\nwith U.S. generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only\nin accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared\nwith the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. There are no material\nweaknesses or significant deficiencies in the Company’s internal controls. For the avoidance of doubt, based on SEC guidance, the\nCompany is not required to include any newly acquired companies within its internal control over financial reporting until one year after\nthe closing of the acquisition.\n\n(s)            *Stabilization*.\nThe Company will not take, directly or indirectly, any action designed to or that would constitute or that would reasonably be expected\nto cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company\nto facilitate the sale or resale of the Securities.\n\n(t)             *Foreign\nCorrupt Practices Act of 1977*. Neither the Company nor any of its subsidiaries or affiliates, nor any director, officer, employee,\nnor, to the Company’s knowledge, any agent or representative of the Company or any of its subsidiaries or affiliates, has (i) taken\nor will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of\nmoney, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer\nor employee of a government or government- owned or controlled entity or of a public international organization, or any person acting\nin an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political\noffice) to influence official action or secure an improper advantage; and the Company and its subsidiaries and affiliates have conducted\ntheir businesses in compliance with applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977 (the “**FCPA**”),\nor (ii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment and have instituted and maintain and\nwill continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation\nand warranty contained herein.\n\n7\n\n(u)            *Anti-Money\nLaundering*. The operations of the Company and its subsidiaries are and have been conducted at all times and in all material respects\nin compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended\nby Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act\nof 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries\nconduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered\nor enforced by any governmental agency (collectively, the “**Anti-Money Laundering Laws**”), and no action, suit or proceeding\nby or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with\nrespect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.\n\n(v)            *Sanctions*.\n(i)         Neither the Company nor any of its subsidiaries\n(collectively, the “**Entities**”) or, to the knowledge of the Company, any director, officer, employee, agent, affiliate\nor representative of any of the Entities, is an individual or entity (“**Person**”) that is, or is owned or controlled\nby a Person that is:\n\n(A)            the\nsubject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“**OFAC**”)\n(collectively, “**Sanctions**”), nor\n\n(B)             located,\norganized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, the Crimea region\nof Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled\nareas of Kherson and Zaporizhzhia or any other covered region of Ukraine identified pursuant to Executive Order 14065, Iran and\nNorth Korea).\n\n(ii)            Since\nApril 24, 2019, the Company has not, and to the Company’s knowledge, the other Entities have not, to their knowledge engaged\nin, are not now to their knowledge engaged in, and will not engage in, any dealings or transactions with any Person, or in any country\nor territory, that at the time of the dealing or transaction is or was the subject of Sanctions.\n\n(w)           *Material\nAdverse Change*. Since the date of the most recent financial statements included or incorporated by reference in the General Disclosure\nPackage and the Final Prospectus, there has not occurred any material adverse change, or any development that would reasonably be expected\nto have a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of\nthe Company and its subsidiaries, taken as a whole, from that set forth in the General Disclosure Package and the Final Prospectus.\n\n(x)             *Litigation*.\nThere are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of\nits subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject other than proceedings\nthat are disclosed or described in the General Disclosure Package and the Final Prospectus and proceedings that are not reasonably expected\nto have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated\nhereby, and there are no statutes, regulations, contracts or other documents that are required to be described in a registration statement\nfiled with the Commission that are not described or filed, or incorporated by reference as required.\n\n8\n\n(y)            *Investment\nCompany Act*. The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds\nthereof as described in the General Disclosure Package and the Final Prospectus, will not be, required to register as an “investment\ncompany” as such term is defined in the Investment Company Act.\n\n(z)             *Public\nUtility Holding Company Act of 2005*. The Company and any subsidiary of the Company that is, or after giving effect to the offering\nand sale of the Securities and the application of the proceeds thereof as described in the General Disclosure Package and the Final Prospectus,\nwill be, subject to regulation under the Public Utility Holding Company Act of 2005 (“**PUHCA**”) as a “holding\ncompany,” as such term is defined in PUHCA, is exempt in accordance with 18 CFR § 366.3 from the accounting, record-retention\nand reporting requirements of PUHCA.\n\n(aa)          *Federal\nEnergy Regulatory Commission*. Except as set forth in the General Disclosure Package and the Final Prospectus, each subsidiary of\nthe Company that is subject to regulation as a “public utility” as such term is defined in the FPA that is not exempt from\nregulation under Section 205 and 206 of the FPA pursuant to 18 C.F.R. § 292.601(c)(1) and that makes wholesale sales of\nenergy or capacity in interstate commerce that are not pursuant to a state regulatory authority’s implementation of PURPA (as defined\nbelow) has an order from the Federal Energy Regulatory Commission, such order not subject to any pending challenge, investigation, complaint\nor other proceeding except as would not reasonably be expected to result in a Material Adverse Effect and other than generic proceedings\ngenerally applicable in the industry (i) authorizing such subsidiary to engage in wholesale sales of energy, capacity and certain\nancillary services and, to the extent permitted under its market-based rate tariff, other transactions, at market-based rates and (ii) granting\nsuch waivers and blanket authorizations as are customarily granted to entities with market-based rate authority, including blanket authorizations\nto issue securities and to assume liabilities pursuant to Section 204 of the FPA.\n\n(bb)          *Public\nUtilities Regulatory Policies Act*. With respect to any subsidiary that owns a “Qualifying Facility” (“**QF**”),\nas defined under the Public Utility Regulatory Policies Act and the current rules and regulations promulgated thereunder (“**PURPA**”),\nsuch facility is a QF under PURPA.\n\n(cc)          *Sarbanes-Oxley\nAct of 2002*. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in\ntheir capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated\nin connection therewith, except to the extent that the failure to comply would not have a Material Adverse Effect.\n\n(dd)         *Taxes*.\nThe Company and its subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to be filed, each through\nthe date hereof or through the extension date if extensions have been requested (except in any case in which the failure so to file would\nnot reasonably be expected to have a Material Adverse Effect); and, except as set forth in the General Disclosure Package, the Company\nand its subsidiaries have paid all taxes (including any assessments, fines or penalties) required to be paid by them, except for any\nsuch taxes, assessments, fines or penalties currently being contested in good faith (provided that adequate reserves have been established\ntherefor in accordance with U.S. generally accepted accounting principles) or as would not, individually or in the aggregate, reasonably\nbe expected to have a Material Adverse Effect.\n\n9\n\n(ee)          *Accurate\nDisclosure; Exhibits.*The statements in (or incorporated by reference in) the General Disclosure Package and the Final Prospectus\nunder the headings, “Description of Capital Stock” and “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders,”\ninsofar as such statements summarize legal matters, agreements, documents or legal or regulatory proceedings discussed therein, are accurate\nsummaries, in all material respects, of such legal matters, agreements, documents or legal or regulatory proceedings and present the\ninformation required to be shown under the Act. There are no contracts or documents which are required to be described in the Registration\nStatement or the General Disclosure Package pursuant to Form S-3 or to be filed as exhibits to the Registration Statement pursuant\nto Item 601 of Regulation S-K which have not been so described or filed as required pursuant to the Act, except where the lack of description\nor filing would not have a Material Adverse Effect.\n\n(ff)            *Environmental.*Except as disclosed in the General Disclosure Package and the Final Prospectus, and except for such matters as would not, individually\nor in the aggregate, result in a Material Adverse Effect, the Company and its subsidiaries (1) are in compliance with Environmental\nLaws (as defined below) including having and complying with all permits, licenses or registrations required under Environmental Laws\n(“**Environmental Permits**”); (2) have not received any notice from a governmental authority or any other third\nparty alleging any violation of Environmental Laws or liability thereunder; (3) are not subject to any pending or, to the knowledge\nof the Company or any of its subsidiaries, threatened claim or other legal proceeding under any Environmental Laws; and (4) do not\nhave knowledge of any existing facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under\nEnvironmental Laws, that would reasonably be expected to have an adverse effect on capital expenditures, earnings or competitive position\nof the Company and its subsidiaries. As used in this paragraph, “**Environmental Laws**” means any and all applicable\nforeign, federal, state and local laws (including common law) treaties, regulations, rules, ordinances and codes, and legally binding\ndecrees, judgments, directives and orders (including consent orders), in each case, relating to protection of the environment, natural\nresources, occupational health and safety, climate change or the presence, release of, or exposure to, hazardous materials, substances\nor wastes, or the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport, recycling or handling\nof, or the arrangement for such activities with respect to, hazardous materials, substances or wastes, including, without limitation,\nthose relating to (i) emissions, discharges or releases of Hazardous Substances into ambient air, surface water, groundwater or\nland, (ii) the generation, manufacture, processing, distribution, use, treatment, storage, disposal, release, transport or handling\nof, or exposure to, Hazardous Substances, (iii) the protection of wildlife or endangered or threatened species, or (iv) the\ninvestigation, remediation or cleanup of any Hazardous Substances. As used in this paragraph, “**Hazardous Substances**”\nmeans pollutants, contaminants, hazardous substances, materials or wastes, petroleum, petroleum products and their breakdown constituents,\nor any other chemical substance regulated under Environmental Laws.\n\n10\n\n(gg)          *Information\nTechnology*. (x) There has been no security breach or attack or other compromise of or relating to any of the Company’s\nand its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their\nrespective tenants, employees, vendors and any third party data maintained by or on behalf of them), equipment or technology (“**IT\nSystems and Data**”), (y) the Company and its subsidiaries have not been notified of, and have no knowledge of any event\nor condition that would reasonably be expected to result in, any security breach, attack or compromise to their IT Systems and Data and\n(z) the Company and its subsidiaries have complied, and are presently in compliance, in all material respects, with all applicable\nlaws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and\nall industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems\nand Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except in\neach case of clauses (x), (y) and (z) that would not reasonably be expected to have a Material Adverse Effect. The Company\nand its subsidiaries have implemented and maintain commercially reasonable controls, policies, procedures, and safeguards designed to\nmaintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all\nIT Systems and Data.\n\n(hh)          *Outbound\nInvestment Rule*. Neither the Company nor any of its subsidiaries is a “covered foreign person,” as that term is defined\nin 31 C.F.R. § 850.209. The transactions contemplated in this Agreement will not result in the establishment of a covered foreign\nperson or the engagement by a “person of a country of concern,” as defined in 31 C.F.R. § 850.221, in a covered activity,\nas that term is defined in 31 C.F.R. § 850.208. Neither the Company nor any of its subsidiaries currently engages, or has plans\nto engage, directly or indirectly, in a covered activity.\n\n(ii)            *PUHCA\nor the FPA*. None of the Underwriters or any of their affiliates shall, solely as a result of this Agreement and the transactions\ncontemplated thereby, become subject to, or not exempt from, regulation under PUHCA or the FPA.\n\n(jj)            *Other\nOfferings*. Except as disclosed in the Registration Statement or the General Disclosure Package, including shares issued or issuable\nunder the Company’s or its subsidiaries’ equity incentive plans, the Company has not sold any Securities during the six-month\nperiod preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Act.\n\n(kk)          *No\nFinder’s Fee.*Except as disclosed in General Disclosure Package and the Final Prospectus, there are no contracts, agreements\nor understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for\na brokerage commission, finder’s fee or other like payment in connection with this offering of the Offered Securities.\n\n(ll)            *Registration\nRights.*Except as disclosed in the General Disclosure Package and the Final Prospectus and that certain registration rights agreement,\ndated as of January 30, 2026, by and among the Company, the Selling Stockholders and certain other stockholders identified therein\n(the “**Registration Rights Agreement**”), there are no contracts or agreements between the Company and any person granting\nsuch person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company\nowned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the\nRegistration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under\nthe Act (collectively, “**Registration Rights**”).\n\n11\n\n(mm)        *Listing.*The Securities are listed on the New York Stock Exchange (“**NYSE**”).\n\n(nn)         *Disclosure\nControls*. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined\nin Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company\nin reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified\nin the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated\nand communicated to the Company’s management, as appropriate to allow timely decisions regarding required disclosure. The Company\nand its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15\nof the Exchange Act.\n\n(oo)         *Regulations\nT, U, X*. None of the Company or its subsidiaries or any agent thereof acting on their behalf has taken, and none of them will take,\nany action that might cause this Agreement or the sale of the Offered Securities to violate Regulation T, Regulation U or Regulation\nX of the Board of Governors of the Federal Reserve System.\n\n3.*Representations of the Selling Stockholders*. Each of the Selling\nStockholders represents, severally and not jointly and solely as to itself or herself, and\nagrees with, the Underwriters that, as of the Applicable Time and as of each Closing Date:\n\n(i)*Title to Securities*. Such Selling Stockholder has, and on each\nClosing Date will have, valid title or valid “security entitlement” within the\nmeaning of 8-501 of the New York Uniform Commercial Code (the “**UCC**”) in\nrespect of the Offered Securities to be sold by such Selling Stockholder and, immediately\nprior to each Closing Date, will be free and clear of all liens, encumbrances, equities and\nclaims and, as applicable, has duly endorsed the Offered Securities to be sold by it in blank,\nand assuming that the Underwriters acquire their interest in the Offered Securities to be\nsold by it without notice (as defined in Section 8-105 of the UCC) of any adverse claim\n(within the meaning of Section 8-102(a)(1) of the **UCC**), the Underwriters,\nby purchasing the Offered Securities to be delivered on the applicable Closing Date, by making\npayment therefor as provided herein, and having the Offered Securities to be sold by it credited\nto the securities account or accounts of the Underwriters maintained with The Depository\nTrust Company (“**DTC**”) or such other securities intermediary, will have\nacquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC)\nto the Offered Securities to be sold by such selling Stockholder purchased by the Underwriters,\nand no action based on an adverse claim (within the meaning of Section 8-102(a)(1) of\nthe UCC) may be asserted against the Underwriters with respect to the Offered Securities\nto be sold by such Selling Stockholder.\n\n12\n\n(ii)*Absence of Further Requirements*. No consent, approval, authorization\nor order of, or filing with, any governmental agency or body or any court is required to\nbe obtained or made by such Selling Stockholder for the consummation of the transactions\ncontemplated by this Agreement in connection with the offering and sale of the Offered Securities\nto be sold by such Selling Stockholder, except such as have been obtained and made and such\nas may be required under the Act or state securities laws or where the failure to obtain\nany such consent, approval, authorization, order of or filing with would not, individually\nor in the aggregate, reasonably be expected to materially and adversely affect the sale of\nthe Offered Securities to be sold by the Selling Stockholder and the performance by the Selling\nStockholder of any of its or her obligations under this Agreement.\n\n(iii)*Absence of Defaults and Conflicts Resulting from Transaction*.\nThe execution, delivery and performance of this Agreement and the consummation of the transactions\nherein contemplated will not result in a breach or violation of any of the terms and provisions\nof, or constitute a default under, or result in the imposition of any lien, charge or encumbrance\nupon any property or assets of such Selling Stockholder pursuant to (i) any statute,\nrule, regulation or order of any governmental agency or body or any court having jurisdiction\nover such Selling Stockholder, (ii) any agreement or instrument to which such Selling\nStockholder is a party or by which such Selling Stockholder is bound, or (iii) the certificate\nof formation, certificate of limited partnership, limited liability company agreement and\nlimited partnership agreement, as applicable, of such Selling Stockholder that is an entity,\nexcept in the case of clauses (i) and (ii), for any breaches, violations, defaults,\nliens, charges or encumbrances, which, individually or in the aggregate, would not have a\nmaterial adverse effect on the ability of such Selling Stockholder to consummate the transactions\ncontemplated by this Agreement.\n\n(iv)*Compliance with Securities Act Requirements*. (A) At the\ntime the Registration Statement initially became effective, (B) at the Effective Time\nrelating to the Offered Securities and (C) on each Closing Date, the Registration Statement\nand the Final Prospectus did not, and will not, include any untrue statement of a material\nfact or omit to state any material fact required to be stated therein or necessary to make\nthe statements therein, in light of the circumstances under which they were made, not misleading.\nThe preceding sentence applies only to such information furnished to the Company by such\nSelling Stockholder in writing specifically for use in connection with the preparation of\nthe Registration Statement, the General Disclosure Package and the Final Prospectus, such\ninformation with respect to such Selling Stockholder is identified under the heading “Selling\nStockholders” (the “**Selling Stockholder Information**”).\n\n13\n\n(v)*General Disclosure Package*. As of the Applicable Time, neither\n(A) the General Disclosure Package nor (B) any individual Limited Use Issuer Free\nWriting Prospectus, when considered together with the General Disclosure Package, included\nany untrue statement of a material fact or omitted to state any material fact necessary in\norder to make the statements therein, in the light of the circumstances under which they\nwere made, not misleading. The preceding sentence applies only to the Selling Stockholder\nInformation.\n\n(vi)*Authorization of Agreement*. This Agreement has been duly authorized\nby each such Selling Stockholder that is an entity, and has been duly executed and delivered\nby each Selling Stockholder.\n\n(vii)*Absence of Manipulation*. Such Selling Stockholder has not taken,\ndirectly or indirectly, any action that is designed to or that has constituted or that would\nreasonably be expected to cause or result in the stabilization or manipulation of the price\nof any security of the Company to facilitate the sale or resale of the Offered Securities.\n\n(viii)*Absence of Material Information.*Such Selling Stockholder\nis not prompted to sell its or her Offered Securities by any material information concerning\nthe Company that is not set forth in the Registration Statement, the General Disclosure Package\nand the Final Prospectus.\n\n(ix)*Free Writing Prospectus*. Neither such Selling Stockholder nor\nany person acting on behalf of such Selling Stockholder (other than, if applicable, the Company\nand the Underwriters) has used or referred to any “free writing prospectus” (as\ndefined in Rule 405 under the Act) relating to the Offered Securities.\n\n(x)*Transfer Taxes.* To the knowledge of such Selling Stockholder,\nthere are no transfer taxes or other similar fees or charges under Federal law or laws of\nany state or any political subdivision thereof, required to be paid in connection with the\nexecution and delivery of this Agreement or the sale by such Selling Stockholder of the Offered\nSecurities to be sold by such Selling Stockholder.\n\n(xi)*Sanctions*.\nNone of the Selling Stockholders or, to the knowledge of the Selling Stockholders,\nno director, officer, employee, agent, affiliate or representative of any of such Selling\nStockholder, is a Person that is, or is owned or controlled by a Person that is:\n\n(A)            the\nsubject of Sanctions, nor\n\n(B)             located,\norganized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Cuba, the Crimea region\nof Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled\nareas of Kherson and Zaporizhzhia or any other covered region of Ukraine identified pursuant to Executive Order 14065, Iran and\nNorth Korea).\n\n14\n\n(ii)            The\nSelling Stockholders will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available\nsuch proceeds to any subsidiary, joint venture partner or other Person:\n\n(A)             to\nfund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding\nor facilitation, is the subject of Sanctions; or\n\n(B)              in\nany other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether\nas underwriter, advisor, investor or otherwise).\n\n(iii)           Since\nApril 24, 2019, no Selling Stockholder has, and to each Selling Stockholder’s knowledge, no director, officer, employee, agent,\naffiliate or representative of any of such Selling Stockholder, to such Stockholder’s knowledge engaged in, are not now to their\nknowledge engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the\ntime of the dealing or transaction is or was the subject of Sanctions.\n\n(xii)*Unlawful\nPayments*. None of the Selling Stockholders or, to the knowledge of the Selling Stockholders,\nnor any director, officer, employee of such Selling Stockholder, nor, to such Stockholder’s\nknowledge, any agent or representative of such Stockholder or any of its subsidiaries or\naffiliates, has (i) taken or will take any action in furtherance of an offer, payment,\npromise to pay, or authorization or approval of the payment or giving of money, property,\ngifts or anything else of value, directly or indirectly, to any “government official”\n(including any officer or employee of a government or government- owned or controlled entity\nor of a public international organization, or any person acting in an official capacity for\nor on behalf of any of the foregoing, or any political party or party official or candidate\nfor political office) to influence official action or secure an improper advantage; and each\nSelling Stockholder and its subsidiaries and affiliates have conducted their businesses in\ncompliance with applicable anti-corruption laws, including the FCPA, or (ii) made any\nbribe, rebate, payoff, influence payment, kickback or other unlawful payment and have instituted\nand maintain and will continue to maintain policies and procedures designed to promote and\nachieve compliance with such laws and with the representation and warranty contained herein.\nThe Selling Stockholders will not, directly or indirectly, use the proceeds of the offering,\nor lend, contribute or otherwise make available such proceeds in violation of applicable\nanti-corruption laws, including the FCPA.\n\n(xiii)*Anti-Money\nLaundering*. The operations of each Selling Stockholder and its subsidiaries are and have\nbeen conducted at all times and in all material respects in compliance with all applicable\nAnti-Money Laundering Laws, and no action, suit or proceeding by or before any court or governmental\nagency, authority or body or any arbitrator involving Such Selling Stockholder or any of\nits subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best\nknowledge of each such Selling Stockholder, threatened.\n\n15\n\n(xiv)*ERISA*.\nSuch Selling Stockholder that is an entity is not (i) an employee benefit plan subject\nto Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Code\nor (iii) an entity deemed to hold “plan assets” of any such plan or account\nunder Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise.\n\n(xv)*No\nAssociation with FINRA*. Neither such Selling Stockholder that is an entity nor any of\nits affiliates directly, or indirectly through one or more intermediaries, controls, or is\ncontrolled by, or is under common control with any member firm of FINRA or is a person associated\nwith a member (within the meaning of the FINRA By-Laws) of FINRA.\n\n4.*Purchase, Sale and Delivery of Offered Securities*. On the basis\nof the representations, warranties and agreements and subject to the terms and conditions\nset forth herein, each Selling Stockholder agrees, severally and not jointly, to sell to\nthe several Underwriters the number of shares of the Firm Securities set forth opposite the\nname of such Selling Stockholder in Schedule A-2 hereto under the caption “Number\nof Firm Securities Offered,” and each of the Underwriters agrees, severally and not\njointly, to purchase from the Selling Stockholders, at a purchase price of $160.6815 per\nshare (“**Purchase Price**”), that number of Firm Securities set forth opposite\nthe name of such Underwriter in Schedule A-1 hereto under the caption “Number\nof Firm Securities Offered.”\n\nEach of the Selling Stockholders will deliver the\nFirm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable\nto the Representatives against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds\nby a wire transfer to an account, at a bank specified by the Selling Stockholders (and acceptable to the Representatives), drawn to the\norder of such Selling Stockholder, at the office of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, New York 10020,\nat 9:00 A.M., New York time, on March 4, 2026, or at such other time not later than seven full business days thereafter as shall\nbe agreed upon by the Company, the Selling Stockholders and the Representatives, such time being herein referred to as the “**First\nClosing Date**.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise\napplicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities\nsold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of DTC unless the Representatives\nshall otherwise instruct.\n\n16\n\nIn addition, upon written notice from the Representatives\ngiven to the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters\nmay purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such\nnotice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Selling Stockholders as to which\nthe Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered\n(each time for the delivery of and payment for the Optional Securities being herein referred to as an “**Optional Closing Date**,”\nwhich may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a\n“**Closing Date**”). Each Selling Stockholder agrees to sell to the Underwriters the respective number of Optional Securities\nspecified in the notice in the same proportion as the number of Firm Securities set forth opposite such Selling Stockholder’s name\nbears to the total shares of Firm Securities on Schedule A-2 hereto (subject to adjustment by the Representatives in their discretion\nto eliminate fractions), and the Underwriters agree, severally and not jointly, to purchase the same number of Optional Securities. Any\nOptional Securities shall be purchased from the Selling Stockholders for the account of each Underwriter in the same proportion as the\nnumber of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities on\nSchedule A-1 hereto (subject to adjustment by the Representatives in their discretion to eliminate fractions). No Optional Securities\nshall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase\nthe Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered\nand terminated at any time upon notice by the Representatives to the Selling Stockholders.\n\nEach Optional Closing Date shall be determined by\nthe Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities\nis given, unless otherwise agreed by the Selling Stockholders and the Company. Each of the Selling Stockholders will deliver the Optional\nSecurities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives for the accounts\nof the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price for such Optional\nSecurities in Federal (same day) funds by a wire transfer to an account, at a bank acceptable to the Representatives, drawn to the order\nof such Selling Stockholder, at the above office of Latham & Watkins LLP. The delivery of any Optional Securities will be made\nthrough the facilities of the DTC unless the Representatives shall otherwise instruct.\n\n5.*Offering by Underwriters*. It is understood that the several Underwriters\npropose to offer the Offered Securities for sale to the public as set forth in the Final\nProspectus.\n\n6.*Certain Agreements of the Company and the Selling Stockholders*.\nEach of the Company and the Selling Stockholders, as applicable, agree with the Underwriters\nthat:\n\n(a)*Filing of Prospectuses.*The Company has filed or will file\neach Statutory Prospectus (including the Final Prospectus) pursuant to and in accordance\nwith Rule 424(b) within the time periods specified by Rule 424(b). The Company\nwill advise the Representatives promptly of any such filing pursuant to Rule 424(b) and\nprovide satisfactory evidence to the Representatives of such timely filing. The Company has\ncomplied and will comply with Rule 433 in connection with the offering of the Offered\nSecurities pursuant to this Agreement.\n\n17\n\n(b)*Filing of Amendments: Response to Commission Requests.*The\nCompany will promptly advise the Representatives of any proposal to amend or supplement at\nany time the Registration Statement or any Statutory Prospectus and will not effect such\namendment or supplementation without the Representatives’ consent, which shall not\nbe unreasonably withheld; and the Company will also advise the Representatives promptly of\n(i) any amendment or supplementation of a Registration Statement or the Statutory Prospectus,\n(ii) any request by the Commission or its staff for any amendment to the Registration\nStatement, for any supplement to any Statutory Prospectus or for any additional information,\n(iii) the institution by the Commission of any stop order proceedings in respect of\nthe Registration Statement or the threatening of any proceeding for that purpose, (iv) the\ninitiation or threatening of any proceeding under Section 8A of the Act in connection\nwith the offering of the Securities, all as described in Rule 405; and (v) the\nreceipt by the Company of any notification with respect to the suspension of the qualification\nof the Offered Securities in any jurisdiction or the institution or threatening of any proceedings\nfor such purpose. The Company will use its reasonable best efforts to prevent the issuance\nof any such stop order or the suspension of any such qualification and, if issued, to obtain\nas soon as possible the withdrawal thereof.\n\n(c)*Continued Compliance with Securities Laws.*If, at any time\nafter the first date of the public offering of the Securities as when a prospectus relating\nto the Offered Securities is (or but for the exemption in Rule 172 would be) required\nto be delivered under the Act by any Underwriter or dealer, any event occurs as a result\nof which the General Disclosure Package or the Final Prospectus as then amended or supplemented\nwould include an untrue statement of a material fact or omit to state any material fact necessary\nto make the statements therein, in the light of the circumstances under which they were made,\nnot misleading, or if it is necessary at any time to amend the Registration Statement or\nsupplement the General Disclosure Package or the Final Prospectus to comply with the Act,\nthe Company will promptly notify the Representatives of such event and will promptly prepare\nand file with the Commission and furnish, at its own expense, to the Underwriters and the\ndealers and any other dealers upon request of the Representatives, an amendment or supplement\nwhich will correct such statement or omission or an amendment which will effect such compliance.\nNeither the Representatives’ consent to, nor the Underwriters’ delivery of, any\nsuch amendment or supplement shall constitute a waiver of any of the conditions set forth\nin Section 8 hereof.\n\n(d)*Rule 158.*As soon as practicable, but not later than 16\nmonths after the date hereof the Company will make generally available to its security holders\nan earnings statement covering a period of at least 12 months beginning after the date hereof\nand satisfying the provisions of Section 11(a) of the Act and Rule 158 under\nthe Act.\n\n(e)*Furnishing of Prospectuses.*The Company will furnish to the\nRepresentatives copies of the Registration Statement, including all exhibits, and upon the\nrequest of the Representatives, signed copies of the Registration Statement, any Statutory\nProspectus, and, so long as a prospectus relating to the Offered Securities is (or but for\nthe exemption in Rule 172 would be) required to be delivered under the Act, the Final\nProspectus and all amendments and supplements to such documents, in each case in such quantities\nas the Representatives reasonably request. The Final Prospectus shall be so furnished within\ntwo business days following the execution and delivery of this Agreement unless otherwise\nagreed by the Company and the Representatives. All other such documents shall be so furnished\nas soon as available. The Company will pay the expenses of printing and distributing to the\nUnderwriters all such documents.\n\n18\n\n(f)*Blue Sky Qualifications.*The Company shall cooperate with the\nUnderwriters and counsel for the Underwriters to qualify or register the Offered Securities\nfor resale under (or obtain exemptions from the application of) the state securities or blue\nsky laws of those jurisdictions designated by the Underwriters, shall comply with such laws\nand shall continue such qualifications, registrations and exemptions in effect so long as\nrequired for the distribution of the Offered Securities. The Company shall not be required\nto qualify as a foreign corporation or to take any action that would subject it to general\nservice of process or taxation in any such jurisdiction where it is not presently qualified\nor subject to taxation.\n\n(g)*Reporting Requirements.*During the period of five years hereafter,\nthe Company will furnish to the Representatives, and upon request, to each of the other Underwriters,\nas soon as practicable after the end of each fiscal year, a copy of its annual report to\nstockholders for such year; and the Company will furnish to the Representatives as soon as\navailable, a copy of each report and any definitive proxy statement of the Company filed\nwith the Commission under the Exchange Act or mailed to stockholders. However, so long as\nthe Company is subject to the reporting requirements of either Section 13 or Section 15(d) of\nthe Exchange Act and is timely filing reports with the Commission on its Electronic Data\nGathering, Analysis and Retrieval system (“**EDGAR**”), or in any event files\nall such reports within five business days after the date such filings are required, it is\nnot required to furnish such reports or statements to the Underwriters.\n\n(h)*Payment of Expenses.*The Company agrees with the several Underwriters\nthat the Company will pay all expenses incident to the performance of the obligations of\nthe Company under this Agreement, including but not limited to (i) any filing fees and\nreasonable attorney’s fees and expenses incurred by the Company or the Underwriters\nin connection with qualifying or registering (or obtaining exemptions from the qualification\nor registration of) all or any part of the Offered Securities for offer and sale under the\nstate securities or blue sky laws of such jurisdictions as the Representatives designate\nand the preparation and printing of memoranda relating thereto, (ii) the filing fees\nincident to, and the reasonable fees and expenses of counsel for the Underwriters, in an\namount not to exceed $20,000, in connection with, the FINRA’s review and approval of\nthe Underwriters’ participation in the offering and distribution of the Offered Securities,\n(iii) costs and expenses of the Company’s officers and employees and any other\nexpenses of the Company relating to investor presentations or any “road show”\nin connection with the offering and sale of the Offered Securities including, without limitation,\nany travel expenses of the Company’s officers and employees, (iv) fees and expenses\nincident to listing the Offered Securities on the NYSE, (v) fees and expenses in connection\nwith the registration of the Offered Securities under the Exchange Act, (vi) expenses\nincurred in distributing preliminary prospectuses and the Final Prospectus (including any\namendments and supplements thereto) to the Underwriters and expenses incurred in preparing,\nprinting and distributing any Issuer Free Writing Prospectuses to investors or prospective\ninvestors and (vii) all other fees, costs and expenses referred to in Item 14 of Part II\nof the Registration Statement. Notwithstanding the foregoing sentence, the Selling Stockholders\nagree to pay any transfer taxes on the sale by the Selling Stockholders of the Offered Securities\nto the Underwriters. Except as provided in this Agreement, the Underwriters shall pay their\nown costs and expenses, including the fees and disbursement of their counsel. For the avoidance\nof doubt, nothing contained in this Section 6(h) amends, or is intended\nto amend, any provisions of the Registration Rights Agreements, including any provisions\nset forth in the Registration Rights Agreement relating to the payment of expenses by the\nCompany.\n\n19\n\n(i)*Absence of Manipulation.*The Company will not take, directly\nor indirectly, any action designed to or that would constitute or that could reasonably be\nexpected to cause or result in, stabilization or manipulation of the price of the Securities\nto facilitate the sale or resale of the Offered Securities.\n\n(j)*Restriction\non Sale of Securities by the Company.*For the period specified below (the “**Lock-Up\nPeriod**”), the Company will not, directly or indirectly, take any of the following\nactions with respect to its Securities or any securities convertible into or exchangeable\nor exercisable for any of its Securities (“**Lock-Up Securities**”): (i) offer,\nsell, issue, contract to sell, pledge or otherwise dispose of Lock-Up Securities, (ii) offer,\nsell, issue, contract to sell, contract to purchase or grant any option, right or warrant\nto purchase Lock-Up Securities, (iii) enter into any swap, hedge or any other agreement\nthat transfers, in whole or in part, the economic consequences of ownership of Lock-Up Securities,\n(iv) establish or increase a put equivalent position or liquidate or decrease a call\nequivalent position in Lock-Up Securities within the meaning of Section 16 of the Exchange\nAct or (v) file with the Commission a registration statement under the Act relating\nto Lock-Up Securities, or publicly disclose the intention to take any such action, without\nthe prior written consent of the Representatives, except that the foregoing clauses (i) –\n(v) shall not apply with respect to: (a) any offer or sale of the Firm Securities\nor the Optional Securities (and the filing of any registration statement, prospectus or prospectus\nsupplement with respect thereto), (b) issuance of Lock-Up Securities pursuant to the\nconversion or exchange of convertible or exchangeable securities or the exercise of warrants\nor options or vesting of restricted stock or restricted stock units, in each case outstanding\non the date hereof or issued pursuant to the following clause (c), (c) grant of stock\noptions, restricted stock, restricted stock units or other equity awards to its employees\nand directors pursuant to the terms of a plan in effect on the date hereof ,(d) the\nfiling of a registration statement or prospectus supplement in compliance with the request\nof any person who has the right, as of the date hereof, to require the Company to file such\nregistration statement or prospectus supplement, (e) issuance of Lock-Up Securities\nin connection with any bona fide strategic partnership, joint venture, merger or acquisition\nof any assets, businesses or companies and filing of any S-4 in connection therewith, (f) the\nfiling of any registration statement on Form S-8, (g) the entry by the Company\ninto and settlement of any accelerated share repurchase plan by the Company and (h) the\nestablishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the\ntransfer of shares of Common Stock, provided that (A) such plan does not provide for\nthe transfer of Common Stock during the Lock-Up Period, (B) such plan is effected in\ncompliance with the requirements of Rule 10b5-1 under the Exchange Act, and (C) to\nthe extent a public announcement or filing under the Exchange Act, if any, is required of\nor voluntarily made by or on behalf of the Company regarding the establishment of such plan,\nsuch announcement or filing shall include a statement to the effect that no transfer of Common\nStock may be made under such plan during the Lock-Up Period; provided, that no disposition\nof Lock-Up Securities pursuant to clauses (d) or (e) will take place in the period\ncommencing on the date hereof and continuing for 45 days after the date hereof or such earlier\ndate that the Representatives consent to in writing. The Lock-Up Period will commence on\nthe date hereof and continue for 45 days after the date hereof or such earlier date that\nthe Representatives consent to in writing.\n\n20\n\n7.*Free Writing Prospectuses*. Each of the Company and the Selling Stockholders\nrepresents and agrees that, unless it obtains the prior consent of the Representatives, and\neach Underwriter severally represents and agrees that, unless it obtains the prior consent\nof the Company and the Representatives, it has not made and will not make any offer relating\nto the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that\nwould otherwise constitute a “free writing prospectus,” as defined in Rule 405,\nrequired to be filed with the Commission. Any such free writing prospectus consented to by\nthe Company, the Selling Stockholders and the Representatives is hereinafter referred to\nas a “**Permitted Free Writing Prospectus**.” The Company represents that\nit has treated and agrees that it will treat each Permitted Free Writing Prospectus as an\n“issuer free writing prospectus,” as defined in Rule 433, and has complied\nand will comply with the requirements of Rules 164 and 433 applicable to any Permitted\nFree Writing Prospectus, including timely Commission filing where required, legending and\nrecord keeping.\n\n8.*Conditions of the Obligations of the Underwriters*. The obligations\nof the several Underwriters to purchase and pay for the Firm Securities on the First Closing\nDate and the Optional Securities to be purchased on each Optional Closing Date will be subject\nto the accuracy of the representations and warranties of the Company and the Selling Stockholders\nherein (as though made on such Closing Date), to the accuracy of the statements of the Company’s\nofficers made pursuant to the provisions hereof, to the performance by the Company and the\nSelling Stockholders of their respective obligations hereunder and to the following additional\nconditions precedent:\n\n(a)*Comfort Letter for the Company.*The Underwriters shall have\nreceived, on each of the date hereof and each Closing Date, a letter dated the date hereof\nor such Closing Date, as the case may be, in form and substance reasonably satisfactory to\nthe Underwriters, from KPMG LLP, independent public accountants of the Company, containing\nstatements and information of the type ordinarily included in accountants’ “comfort\nletters” to Underwriters with respect to the financial statements and certain financial\ninformation contained in the General Disclosure Package and the Final Prospectus; *provided*that the letter delivered on a Closing Date shall use a “cut-off date” not\nearlier than three business days prior to such Closing Date.\n\n21\n\n(b)*Comfort Letter for the LSP Entities.*The Underwriters shall\nhave received, on each of the date hereof and each Closing Date, a letter dated the date\nhereof or such Closing Date, as the case may be, in form and substance reasonably satisfactory\nto the Underwriters, from KPMG LLP, independent auditors with respect to the LSP Entities\nand their respective subsidiaries, containing statements and information of the type ordinarily\nincluded in accountants’ “comfort letters” to Underwriters with respect\nto the financial statements and certain financial information contained in the General Disclosure\nPackage and the Final Prospectus for an acquired entity; provided that the letter delivered\non a Closing Date shall use a “cut-off date” not earlier than three business\ndays prior to such Closing Date.\n\n(c)*Chief Financial Officer Certificate.*On the date hereof and\neach Closing Date, the Underwriters shall have received a certificate, in form and substance\nreasonably satisfactory to the Representatives, signed by the Chief Financial Officer of\nthe Company and addressed to the Underwriters, dated as of the date thereof, with respect\nto certain information and data included in the General Disclosure Package and the Final\nProspectus, as applicable.\n\n(d)*Filing of Prospectus.*The Final Prospectus shall have been\nfiled with the Commission pursuant to Rule 424(b) within the applicable time period\nprescribed for such filing in accordance with the Rules and Regulations and Section 6(a) hereof.\nNo stop order suspending the effectiveness of the Registration Statement or of any part thereof\nshall have been issued and no proceeding for that purpose shall have been instituted or,\nto the knowledge of the Company or any Underwriter, shall be contemplated by the Commission.\n\n(e)*No Material Adverse Change.*Subsequent to the execution and\ndelivery of this Agreement, there shall not have occurred (i) any change, or any development\nor event involving a prospective change, in the condition (financial or otherwise), results\nof operations, business, properties or prospects of the Company and its subsidiaries taken\nas a whole which, in the judgment of the Representatives, is material and adverse and makes\nit impractical or inadvisable to proceed with the offer, sale or delivery of the Offered\nSecurities or to enforce contracts for the sale of the Offered Securities; (ii) any\ndowngrading in the rating of any debt securities or preferred stock of the Company by any\n“nationally recognized statistical rating organization” (as defined in Section 3(a)(62)\nof the Exchange Act), or any public announcement that any such organization has under surveillance\nor review its rating of any debt securities or preferred stock of the Company (other than\nan announcement with positive implications of a possible upgrading, and no implication of\na possible downgrading, of such rating) or any announcement that the Company has been placed\non negative outlook; (iii) any change in U.S. or international financial, political\nor economic conditions or currency exchange rates or exchange controls the effect of which\nis such as to make it, in the judgment of the Representatives, impractical or inadvisable\nto proceed with the offer, sale or delivery of the Offered Securities or to enforce contracts\nfor the sale of the Offered Securities; (iv) any suspension or material limitation of\ntrading in securities generally on the New York Stock Exchange or a NASDAQ stock market,\nor any setting of minimum or maximum prices for trading on such exchange; (v) or any\nsuspension of trading of any securities of the Company on the New York Stock Exchange or\nin the over-the-counter market; (vi) any banking moratorium declared by any U.S. federal\nor New York authorities; (vii) any major disruption of settlements of securities, payment\nor clearance services in the United States or (viii) any attack on, outbreak or escalation\nof hostilities or act of terrorism involving the United States, any declaration of war by\nCongress or any other national or international calamity or emergency if, in the judgment\nof the Representatives, the effect of any such attack, outbreak, escalation, act, declaration,\ncalamity or emergency is such as to make it impractical or inadvisable to proceed with the\noffer, sale or delivery of the Offered Securities or to enforce contracts for the sale of\nthe Offered Securities.\n\n22\n\n(f)*Opinion of Outside Counsel for the Company.*The Representatives\nshall have received an opinion letter and a negative assurance letter, dated such Closing\nDate, of White & Case LLP, counsel for the Company, in form and substance reasonably\nsatisfactory to the Representatives.\n\n(g)*Opinion of Counsel for the Underwriters.*The Representatives\nshall have received from Latham & Watkins LLP, counsel for the Underwriters, such\nopinion or opinions, dated such Closing Date, with respect to such matters as the Representatives\nmay require, and the Company shall have furnished to such counsel such documents as they\nreasonably request for the purpose of enabling them to pass upon such matters.\n\n(h)*Opinion of Counsel for the Selling Stockholders*. The Representatives\nshall have received an opinion from Willkie Farr & Gallagher LLP, counsel to the\nSelling Stockholders, dated such Closing Date, in form and substance reasonably satisfactory\nto the Representatives.\n\n(i)*Officer’s Certificate.*The Representatives shall have\nreceived a certificate, dated such Closing Date, of an executive officer of the Company and\na principal financial or accounting officer of the Company in which such officers shall state\nthat: (i) the representations and warranties of the Company set forth in Section 2\nof this Agreement are true and correct; (ii) the Company has complied with all agreements\nand satisfied all conditions on its part to be performed or satisfied hereunder at or prior\nto such Closing Date; (iii) no stop order suspending the effectiveness of the Registration\nStatement has been issued and no proceedings for that purpose, or pursuant to Section 8A\nunder the Act, have been instituted or, to their knowledge, are contemplated by the Commission;\nand (iv) subsequent to the date of the most recent financial statements in the General\nDisclosure Package, there has been no material adverse change, nor has any development or\nevent occurred that would reasonably be expected to have a material adverse change, in the\ncondition (financial or otherwise), results of operations, business, properties or prospects\nof the Company and its subsidiaries, taken as a whole, except as set forth in the General\nDisclosure Package or as described in such certificate.\n\n23\n\n(j)*Selling\nStockholder’s Certificate*. The Representatives shall have received a certificate,\ndated such Closing Date, of an authorized executive officer of each other Selling Stockholder,\nin which such officer, as applicable, in such capacity, shall state that the representations\nand warranties of such Selling Stockholder set forth in Section 3 of this Agreement\nare true and correct as of such Closing Date, and such Selling Stockholder has complied with\nall agreements and satisfied all conditions on its part to be performed or satisfied hereunder\nat or prior to such Closing Date.\n\n(k)*Lock-Up Agreements*. On or prior to the date hereof, the Representatives\nshall have received lock-up letters in the form of Exhibit A from each of the\nexecutive officers and directors of the Company. On or prior to the date hereof, the Representatives\nshall have received lock-up letter in the form of Exhibit B from each of the\nSelling Stockholders.\n\n(l)*Tax Forms*. Each of the Selling Stockholders will deliver to\nthe Representatives a properly completed and executed Internal Revenue Service Form W-9\n(or other applicable form or statement specified by the Treasury Department regulations in\nlieu thereof).\n\nThe Company and the Selling Stockholders will furnish\nthe Representatives with any additional customary certificates, letters and documents as the Representatives reasonably request and conformed\ncopies of documents delivered pursuant to this Section 8. The Representatives may in their sole discretion waive on behalf\nof the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional\nClosing Date or otherwise.\n\n24\n\n9.*Indemnification and Contribution*.\n\n(a)*Indemnification of the Underwriters by the Company.* The Company\nagrees to indemnify and hold harmless each Underwriter, each person, if any, who controls\nany Underwriter within the meaning of either Section 15 of the Act or Section 20\nof the Exchange Act and each affiliate, director, officer, employee and agent of any Underwriter\nfrom and against any and all losses, claims, damages and liabilities (including, without\nlimitation, any legal or other expenses reasonably incurred in connection with defending\nor investigating any such action or claim) caused by any untrue statement or alleged untrue\nstatement of a material fact contained in the Registration Statement at any time, any Statutory\nProspectus as of any time, the General Disclosure Package, the Final Prospectus or any Issuer\nFree Writing Prospectus, including any investor presentations or any “road show”\nused in connection with the offering and sale of the Offered Securities, or caused by any\nomission or alleged omission to state therein a material fact required to be stated therein\nor necessary to make the statements therein, with respect to the Registration Statement at\nany time, any Statutory Prospectus as of any time, the General Disclosure Package, the Final\nProspectus or any Issuer Free Writing Prospectus, including any investor presentations or\nany “road show” used in connection with the offering and sale of the Offered\nSecurities, not misleading in light of the circumstances under which they were made, except\nin each case insofar as such losses, claims, damages or liabilities are caused by any such\nuntrue statement or omission or alleged untrue statement or omission based upon information\nrelating to any Underwriter furnished to the Company in writing by such Underwriter through\nthe Representatives expressly for use therein, it being understood and agreed that the only\nsuch information furnished by any Underwriter consists of the information described as such\nin subsection (c) below.\n\n(b)*Indemnification of the Underwriters by the Selling Stockholders*.\nEach Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless\neach Underwriter, each person, if any, who controls any Underwriter within the meaning of\neither Section 15 of the Act or Section 20 of the Exchange Act and each affiliate,\ndirector, officer, employee and agent of any Underwriter from and against any and all losses,\nclaims, damages and liabilities (including, without limitation, any legal or other expenses\nreasonably incurred in connection with defending or investigating any such action or claim)\ncaused by any untrue statement or alleged untrue statement of a material fact contained in\nthe Registration Statement at any time, any Statutory Prospectus as of any time, the General\nDisclosure Package, the Final Prospectus or any Issuer Free Writing Prospectus, including\nany investor presentations or any “road show” used in connection with the offering\nand sale of the Offered Securities, or caused by any omission or alleged omission to state\ntherein a material fact required to be stated therein or necessary to make the statements\ntherein, with respect to the Registration Statement at any time, any Statutory Prospectus\nas of any time, the General Disclosure Package, the Final Prospectus or any Issuer Free Writing\nProspectus, including any investor presentations or any “road show” used in connection\nwith the offering and sale of the Offered Securities, not misleading in light of the circumstances\nunder which they were made; provided, however, that such Selling Stockholder shall be subject\nto such liability only to the extent that the untrue statement or alleged untrue statement\nor omission or alleged omission is based upon the Selling Stockholder Information and provided,\nfurther, that the liability under this subsection (b) of such Selling Stockholder shall\nbe limited to an amount equal to the aggregate gross proceeds after underwriting commissions\nand discounts, but before expenses, to such Selling Stockholder from the sale of the Offered\nSecurities sold by such Selling Stockholder hereunder.\n\n25\n\n(c)*Indemnification of the Company and Selling Stockholders.*Each\nUnderwriter agrees, severally and not jointly, to indemnify and hold harmless the Company,\nits directors, its principal executive officer or officers, its principal financial officer,\nits controller or principal accounting officer, and each person if any, who controls the\nCompany within the meaning of either Section 15 of the Act or Section 20 of the\nExchange Act and any Selling Stockholder, its directors, its principal executive officer\nor officers, its principal financial officer, its controller or principal accounting officer,\nand each person if any, who controls the Company within the meaning of either Section 15\nof the Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity\nfrom the Company and the Selling Stockholders to such Underwriter, but only with reference\nto information relating to such Underwriter furnished to the Company in writing by such Underwriter\nthrough the Representative expressly for use in the Registration Statement at any time, any\nStatutory Prospectus as of any time, the General Disclosure Package, the Final Prospectus\nor any Issuer Free Writing Prospectus, including any investor presentations or any “road\nshow” used in connection with the offering and sale of the Offered Securities. The\nCompany acknowledges that the only such information furnished by any Underwriter consists\nof the following information in the Final Prospectus furnished on behalf of each Underwriter:\nthe information with respect to stabilization transactions appearing in the tenth and eleventh\nparagraphs, in each case under the caption “Underwriting.”.\n\n(d)*Actions against Parties; Notification.*In case any proceeding\n(including any governmental investigation) shall be instituted involving any person in respect\nof which indemnity may be sought pursuant to Section 9(a), 9(b) or\n9(c), such person (the “**indemnified party**”) shall promptly notify\nthe person against whom such indemnity may be sought (the “**indemnifying party**”)\nin writing and the indemnifying party, upon request of the indemnified party, shall retain\ncounsel chosen by the indemnifying party and reasonably satisfactory to the indemnified party\nto represent the indemnified party and any others entitled to indemnification pursuant to\nthis Section 9 the indemnifying party may designate in such proceeding and shall\npay the reasonably incurred fees and expenses of such counsel related to such proceeding\nas incurred. In any such proceeding, any indemnified party shall have the right to retain\nits own counsel, but the reasonably incurred fees and expenses of such counsel shall be at\nthe expense of such indemnified party unless (i) the indemnifying party and the indemnified\nparty shall have mutually agreed to the retention of such counsel, (ii) the named parties\nto any such proceeding (including any impleaded parties) include both the indemnifying party\nand the indemnified party and representation of both parties by the same counsel would be\ninappropriate due to actual or potential differing interests between them or (iii) the\nindemnifying party shall not have employed counsel satisfactory to the indemnified party\nwithin a reasonable time after notice of commencement of any such proceeding. It is understood\nand agreed that the indemnifying party shall not, in connection with any proceeding or related\nproceedings in the same jurisdiction, be liable for the reasonably incurred fees and expenses\nof more than one separate firm (in addition to any local counsel) for all such indemnified\nparties and that all such reasonably incurred fees and expenses shall be reimbursed as they\nare incurred. Such firm shall be designated in writing by the Representative in the case\nof parties indemnified pursuant to Sections 9(a) and 9(b), and by the\nCompany, in the case of parties indemnified pursuant to Section 9(c). The indemnifying\nparty shall not be liable for any settlement of any proceeding effected without its written\nconsent, but if settled with such consent or if there be a final judgment for the plaintiff,\nthe indemnifying party agrees to indemnify the indemnified party from and against any loss\nor liability by reason of such settlement or judgment. No indemnifying party shall, without\nthe prior written consent of the indemnified party, effect any settlement of any pending\nor threatened proceeding in respect of which any indemnified party is or could have been\na party and indemnity could have been sought hereunder by such indemnified party, unless\nsuch settlement (x) includes an unconditional release of such indemnified party from\nall liability on claims that are the subject matter of such proceeding and (y) does\nnot include any statement as to, or an admission of, fault, culpability or failure to act\nby or on behalf of any indemnified party.\n\n26\n\n(e)*Contribution.*To the extent the indemnification provided for\nin Section 9(a), Section 9(b) or Section 9(c) is\nunavailable to an indemnified party or insufficient in respect of any losses, claims, damages\nor liabilities referred to therein, then each indemnifying party under such paragraph, in\nlieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid\nor payable by such indemnified party as a result of such losses, claims, damages or liabilities\n(i) in such proportion as is appropriate to reflect the relative benefits received by\nthe indemnifying party or parties on the one hand and the indemnified party or parties on\nthe other hand from the offering of the Securities or (ii) if the allocation provided\nby clause 9(e)(i) above is not permitted by applicable law, in such proportion as is\nappropriate to reflect not only the relative benefits referred to in clause 9(e)(i) above\nbut also the relative fault of the indemnifying party or parties on the one hand and of the\nindemnified party or parties on the other hand in connection with the statements or omissions\nthat resulted in such losses, claims, damages or liabilities, as well as any other relevant\nequitable considerations. The relative benefits received by the indemnifying party or parties\non the one hand and the indemnified party or parties on the other hand in connection with\nthe offering of the Securities shall be deemed to be in the same respective proportions as\nthe net proceeds (before deducting expenses) received by the Selling Stockholders from the\nsale of Offered Securities and the total discounts and commissions received by the Underwriters\nin connection therewith, bear to the aggregate offering price of the Offered Securities.\nThe relative fault of the indemnifying party or parties on the one hand and the indemnified\nparty or parties on the other hand shall be determined by reference to, among other things,\nwhether the untrue or alleged untrue statement of a material fact or the omission or alleged\nomission to state a material fact relates to information supplied by the indemnifying party\nor parties on the one hand and the indemnified party or parties on the other hand and the\nparties’ relative intent, knowledge, access to information and opportunity to correct\nor prevent such statement or omission. The Underwriters’ respective obligations to\ncontribute pursuant to this Section 9 are several in proportion to the respective\nprincipal amounts of Offered Securities they have purchased hereunder, and not joint.\n\n27\n\n(f)The Company, the Selling Stockholders and the Underwriters agree that\nit would not be just or equitable if contribution pursuant to this Section 9\nwere determined by pro rata allocation (even if the Underwriters were treated as one entity\nfor such purpose) or by any other method of allocation that does not take account of the\nequitable considerations referred to in Section 9(e). The amount paid or payable\nby an indemnified party as a result of the losses, claims, damages and liabilities referred\nto in Section 9(e) shall be deemed to include, subject to the limitations\nset forth above, any legal or other expenses reasonably incurred by such indemnified party\nin connection with investigating or defending any such action or claim. Notwithstanding the\nprovisions of this Section 9, no Underwriter shall be required to contribute\nany amount in excess of the amount by which the total discounts and commissions received\nby such Underwriter with respect to the offering of the Offered Securities exceeds the amount\nof any damages that such Underwriter has otherwise been required to pay by reason of such\nuntrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent\nmisrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled\nto contribution from any person who was not guilty of such fraudulent misrepresentation.\nThe remedies provided for in this Section 9 are not exclusive and shall not limit\nany rights or remedies which may otherwise be available to any indemnified party at law or\nin equity.\n\n(g)The indemnity and contribution provisions contained in this Section 9\nand the representations, warranties and other statements of the Company and the Selling Stockholders\ncontained in this Agreement shall remain operative and in full force and effect regardless\nof (i) any termination of this Agreement, (ii) any investigation made by or on\nbehalf of any Underwriter, any person controlling any Underwriter or any affiliate, director,\nofficer, employee or agent of any Underwriter, by or on behalf of the Company, its officers\nor directors or any person controlling the Company or by or on behalf of any Selling Stockholder,\nits officers or directors or any person and (iii) acceptance of and payment for any\nof the Offered Securities.\n\nFor the avoidance of any doubt, the indemnification\nof the Company by the Selling Stockholders and of the Selling Stockholders by the Company shall be governed by the terms of Section 1.8\nof the Registration Rights Agreement.\n\n28\n\n10.*Default of Underwriters*. If any Underwriter or Underwriters default\nin their obligations to purchase Offered Securities hereunder on either the First Closing\nDate or any Optional Closing Date and the aggregate number of shares of Offered Securities\nthat such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed\n10% of the total number of shares of Offered Securities that the Underwriters are obligated\nto purchase on such Closing Date, the Representatives may make arrangements satisfactory\nto the Company and the Selling Stockholders for the purchase of such Offered Securities by\nother persons, including any of the Underwriters, but if no such arrangements are made by\nsuch Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion\nto their respective commitments hereunder, to purchase the Offered Securities that such defaulting\nUnderwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters\nso default and the aggregate number of shares of Offered Securities with respect to which\nsuch default or defaults occur exceeds 10% of the total number of shares of Offered Securities\nthat the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory\nto the Representatives, the Company and the Selling Stockholders for the purchase of such\nOffered Securities by other persons are not made within 36 hours after such default, this\nAgreement will terminate without liability on the part of any non-defaulting Underwriter\nor the Company, except as provided in Section 11 (provided that if such default\noccurs with respect to Optional Securities after the First Closing Date, this Agreement will\nnot terminate as to the Firm Securities or any Optional Securities purchased prior to such\ntermination). As used in this Agreement, the term “Underwriter” includes any\nperson substituted for an Underwriter under this Section 10. Nothing herein will\nrelieve a defaulting Underwriter from liability for its default.\n\n11.*Survival\nof Certain Representations and Obligations*. The respective indemnities, agreements, representations,\nwarranties and other statements of the Selling Stockholders, the Company or their respective\nofficers and of the several Underwriters set forth in or made pursuant to this Agreement\nwill remain in full force and effect, regardless of any investigation, or statement as to\nthe results thereof, made by or on behalf of any Underwriter, the Selling Stockholders, the\nCompany or any of their respective representatives, officers or directors or any controlling\nperson, and will survive delivery of and payment for the Offered Securities. If this Agreement\nis terminated pursuant to Section 10 or if for any reason the purchase of the\nOffered Securities by the Underwriters is not consummated, the Company shall remain responsible\nfor the expenses to be paid or reimbursed by them pursuant to Section 6 and the\nrespective obligations of the Company, the Selling Stockholders and the Underwriters pursuant\nto Section 9 shall remain in effect. If the purchase of the Offered Securities\nby the Underwriters is not consummated for any reason (other than by reason of a default\nby any of the Underwriters described in Section 10 hereof) or the occurrence\nof any event specified in clauses (iii), (iv), (vi), (vii) or (viii) of Section 8(e),\nthe Company agrees that the Company will reimburse the Underwriters (or such Underwriters\nas have so terminated this Agreement with respect to themselves), severally, through the\nRepresentatives, for all documented out-of-pocket expenses (including fees and disbursements\nof outside counsel) reasonably incurred by them in connection with the offering of the Offered\nSecurities. In addition, if any Offered Securities have been purchased hereunder, the representations\nand warranties in Section 2 and Section 3 and all obligations under\nSection 6 shall also remain in effect.\n\n12.*Notices*. All communications hereunder will be in writing and, if\nsent to the Underwriters, will be mailed, hand-delivered, telecopied or transmitted electronically\nand confirmed to (i) Barclays Capital Inc. at 745 Seventh Avenue, New York, New York\n10019, Attention: Syndicate Registration (Fax: (646) 834-8133), and (ii) Citigroup Global\nMarkets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel,\nFacsimile 646-291-1469, with a copy to Latham & Watkins LLP; 1271 Avenue of the\nAmericas 10020-1095, Attention Keith Halverstam and R. Charles Cassidy; if sent to the Company,\nwill be mailed, hand delivered or telecopied and confirmed to it at 910 Louisiana Street,\nHouston, Texas 77002 Attention: General Counsel, with a copy to White & Case LLP,\n1221 Avenue of the Americas, New York, NY 10020-1095, United States, Attention: Daniel Nam,\nEsq; or if sent to any Selling Stockholder, will be mailed, hand-delivered, telecopied or\ntransmitted electronically and confirmed to its address set forth on Schedule A-2;\nprovided, however, that any notice to an Underwriter pursuant to Section 9 will\nbe mailed, hand-delivered, telecopied or transmitted electronically and confirmed to such\nUnderwriter.\n\n29\n\n13.*Successors*. This Agreement will inure to the benefit of and be\nbinding upon the parties hereto and their respective successors and the partners, members,\ndirectors, officers, employees, agents, affiliates and controlling persons referred to in\nSection 9, and no other person will have any right or obligation hereunder.\n\n14.*Counterparts*. This Agreement may be executed in two or more counterparts,\neach of which shall be an original, with the same effect as if the signatures thereto and\nhereto were upon the same instrument, and shall become effective when one or more counterparts\nhave been signed by each of the parties and delivered (by telecopy, electronic delivery or\notherwise) to the other parties. Signatures to this Agreement transmitted by facsimile transmission,\nby electronic mail (including any electronic signature complying with the U.S. federal ESIGN\nAct of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www. Docusign.com)\nin “portable document format” (“.pdf”) form, or by any other electronic\nmeans intended to preserve the original graphic and pictorial appearance of a document, will\nhave the same effect as physical delivery of the paper document bearing the original signature.\n\n15.*Representation of Underwriters*. The Representatives will act for\nthe several Underwriters in connection with the transactions contemplated by this Agreement,\nand any action under this Agreement taken by the Representatives will be binding upon all\nthe Underwriters.\n\n16.*Absence of Fiduciary Relationship.*Each of the Company and the\nSelling Stockholders acknowledges and agrees that:\n\n(a)*No Other Relationship.*The Underwriters have been retained\nsolely to act as underwriters in connection with the sale of the Offered Securities and that\nno fiduciary, advisory or agency relationship between either the Company or the Selling Stockholders,\non the one hand, and any Underwriter, on the other, has been created in respect of any of\nthe transactions contemplated by this Agreement or the Final Prospectus, irrespective of\nwhether the Representatives have advised or are advising the Company and the Selling Stockholders\non other matters. Any review by the Representatives or any Underwriter of the Company, the\nSelling Stockholders, the transactions contemplated hereby or other matters relating to such\ntransactions will be performed solely for the benefit of the Representatives or such Underwriter,\nas the case may be, and shall not be on behalf of the Company, the Selling Stockholders or\nany other person;\n\n30\n\n(b)*Arms’-Length Negotiations.*The price of the Offered Securities\nset forth in this Agreement was established by the Selling Stockholders following discussions\nand arms’-length negotiations with the Representatives and the Selling Stockholders\nare capable of evaluating and understanding and understand and accept the terms, risks and\nconditions of the transactions contemplated by this Agreement;\n\n(c)*Absence of Obligation to Disclose.*The Company and the Selling\nStockholders have been advised that each Underwriter and its affiliates are engaged in a\nbroad range of transactions which may involve interests that differ from those of the Company\nor the Selling Stockholders and that each Underwriter has no obligation to disclose such\ninterests and transactions to the Company or the Selling Stockholders by virtue of any fiduciary,\nadvisory or agency relationship; and\n\n(d)*No Recommendation*. Each Selling Stockholder further acknowledges\nand agrees that, although the Underwriters may provide certain Selling Stockholders with\ncertain Regulation Best Interest and Form CRS disclosures or other related documentation\nin connection with the offering, the Underwriters are not making a recommendation to any\nSelling Stockholder to participate in the offering or sell any Shares at the purchase price\nprovided in Section 4 hereof, and nothing set forth in such disclosures or documentation\nis intended to suggest that any Underwriter is making such a recommendation.\n\n(e)*Waiver.*The Company and the Selling Stockholders waive, to\nthe fullest extent permitted by law, any claims they may have against any Underwriter for\nbreach of fiduciary duty or alleged breach of fiduciary duty and agree that the Representatives\nshall have no liability (whether direct or indirect) to the Company or the Selling Stockholders\nin respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim\non behalf of or in right of the Company, including members, stockholders, employees or creditors\nof the Company.\n\n17.*Applicable Law*. This Agreement and any claim, controversy or dispute\narising under or related to this Agreement, shall be governed by, and construed in accordance\nwith, the laws of the State of New York.\n\nThe Company, the Selling Stockholders and the Underwriters\nhereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in\nany suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, the Selling\nStockholders and the Underwriters irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding\narising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan\nin the City of New York and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit\nor proceeding in any such court has been brought in an inconvenient forum.\n\n31\n\n18.*Waiver of Jury Trial*. The Company, the Selling Stockholders and\nthe Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable\nlaw, any and all right to trial by jury in any legal proceeding arising out of or relating\nto this Agreement or the transactions contemplated hereby.\n\n19.*PATRIOT Act*. In accordance with the requirements of the USA PATRIOT\nAct (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters\nare required to obtain, verify and record information that identifies their respective clients,\nincluding the Company and the Selling Stockholders, which information may include the name\nand address of their respective clients, as well as other information that will allow the\nUnderwriters to properly identify their respective clients.\n\n20.*Recognition of the U.S. Special Resolution Regimes*.\n\n(a)In the event that any Underwriter that is a Covered Entity becomes\nsubject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter\nof this Agreement, and any interest and obligation in or under this Agreement, will be effective\nto the same extent as the transfer would be effective under the U.S. Special Resolution Regime\nif this Agreement, and any such interest and obligation, were governed by the laws of the\nUnited States or a state of the United States.\n\n(b)In the event that any Underwriter that is a Covered Entity or a BHC\nAct Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution\nRegime, Default Rights under this Agreement that may be exercised against such Underwriter\nare permitted to be exercised to no greater extent than such Default Rights could be exercised\nunder the U.S. Special Resolution Regime if this Agreement were governed by the laws of the\nUnited States or a state of the United States.\n\nFor purposes of this Section 20:\n\n“**BHC Act Affiliate**” has the meaning assigned\nto the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).\n\n“**Covered Entity**” means any of the following:\n\n(i)a “covered entity” as that term is defined in, and interpreted\nin accordance with, 12 C.F.R. § 252.82(b);\n\n(ii)a “covered bank” as that term is defined in, and interpreted\nin accordance with, 12 C.F.R. § 47.3(b); or\n\n(iii)a “covered FSI” as that term is defined in, and interpreted\nin accordance with, 12 C.F.R. § 382.2(b).\n\n“**Default Right**” has the meaning assigned\nto that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.\n\n32\n\n“**U.S. Special Resolution Regime**” means\neach of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank\nWall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.\n\n[*Signature Pages Follow*]\n\n33\n\nIf the foregoing is in accordance with the Representatives’\nunderstanding of our agreement, kindly sign and return to the Company and the Selling Stockholders one of the counterparts hereof, whereupon\nit will become a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms.\n\nVery\ntruly yours,\n\nNRG\nENERGY, INC.\n\nBy:\n/s/\nJean-Pierre Breaux\n\nName:\nJean-Pierre\nBreaux\n\nTitle:\nVice\nPresident & Treasurer\n\n*\nSignature Page to Underwriting Agreement*\n\n**SELLING\nSTOCKHOLDERS:**\n\nCCS Power\nHoldings, LLC\n\nBy:\n/s/\nDavid Nanus\n\nName:\nDavid\nNanus\n\nTitle:\nPresident\n\n*\nSignature Page to Underwriting Agreement*\n\n**Lightning\nPower Holdings, LLC**\n\nBy:\n/s/\nDavid Nanus\n\nName:\nDavid\nNanus\n\nTitle:\nPresident\n\n*\nSignature Page to Underwriting Agreement*\n\n**Thunder\nGeneration, LLC**\n\nBy:\n/s/\nDavid Nanus\n\nName:\nDavid\nNanus\n\nTitle:\nPresident\n\n*Signature Page to\nUnderwriting Agreement*\n\n* *\n\n* *\n\nThe foregoing Underwriting Agreement is hereby confirmed\nand accepted as of the date first above written.\n\n**BARCLAYS CAPITAL INC.**\n\nBy:\n/s/ Robert Stowe\n\nName:\nRobert Stowe\n\nTitle:\nManaging Director\n\n*Signature Page to\nUnderwriting Agreement*\n\n**CITIGROUP GLOBAL MARKETS INC.**\n\nBy:\n/s/ Frederic Chapados\n\nName:\nFrederic Chapados\n\nTitle:\nManaging Director\n\n*Signature Page to Underwriting Agreement*\n\n**SCHEDULE A-1**\n\nUnderwriter\nNumber\nof Firm\n\nSecurities Offered\nNumber\nof\n\nOptional\n\nSecurities\n\nOffered\n\nBarclays Capital Inc.\n4,800,237\n720,035\n\nCitigroup Global Markets Inc.\n4,800,237\n720,035\n\nJ.P. Morgan Securities LLC\n1,678,403\n251,760\n\nRBC Capital Markets, LLC\n1,678,403\n251,760\n\nBMO Capital Markets Corp.\n268,544\n40,282\n\nMizuho Securities USA LLC\n268,544\n40,282\n\nMUFG Securities Americas Inc.\n268,544\n40,282\n\nScotia Capital (USA) Inc.\n268,544\n40,282\n\nSMBC Nikko Securities America, Inc.\n268,544\n40,282\n\nTotal\n14,300,000\n2,145,000\n\nA-1-1\n\n**SCHEDULE A-2**\n\nSELLING STOCKHOLDERS\n\nName\nand Address of Selling Stockholder\nNumber\nof Firm Securities Offered\nNumber\nof Optional Securities\n\n**CCS Power Holdings, LLC**\n\n** **\n\nc/o LS Power Equity Advisors, LLC\n\n250 W 55th St, 31st Floor\n\nNew York, NY 10019\n\nAttn: General Counsel\n\nEmail: legalnotices@lspower.com\n\nWith a copy (which shall not constitute notice) to:\n\nWillkie Farr & Gallagher LLP\n\n787 Seventh Ave\n\nNew York, NY 10019\n\nAttention: Hannah Frank and Adam Turteltaub\n\n710,014\n106,502\n\n**Lightning Power Holdings, LLC**\n\n** **\n\nc/o LS Power Equity Advisors, LLC\n\n250 W 55th St, 31st Floor\n\nNew York, NY 10019\n\nAttn: General Counsel\n\nEmail: legalnotices@lspower.com\n\nWith a copy (which shall not constitute notice) to:\n\nWillkie Farr & Gallagher LLP\n\n787 Seventh Ave\n\nNew York, NY 10019\n\nAttention: Hannah Frank and Adam Turteltaub\n\n11,219,029\n1,682,855\n\nA-1-2\n\n**Thunder Generation, LLC**\n\nc/o LS Power Equity Advisors, LLC\n\n250 W 55th St, 31st Floor\n\nNew York, NY 10019\n\nAttn: General Counsel\n\nEmail: legalnotices@lspower.com\n\nWith a copy (which shall not constitute notice) to:\n\nWillkie Farr & Gallagher LLP\n\n787 Seventh Ave\n\nNew York, NY 10019\n\nAttention: Hannah Frank and Adam Turteltaub\n\n2,370,957\n355,643\n\nA-2-2\n\n**SCHEDULE B**\n\n**1.****General\nUse Free Writing Prospectuses (included in the General Disclosure Package)**\n\n“General Use Issuer Free Writing Prospectus”\nincludes each of the following documents:\n\n1.1.\nPress release issued by the Company filed as\na free writing prospectus on March 2, 2026.\n\n**2.****Other\nInformation Included in the General Disclosure Package**\n\nThe following information is also included in the General Disclosure\nPackage:\n\n1.Price per share to the public: $164.00\n\nB-1\n\n**Exhibit A**\n\n**Form of Lock-Up Letter**\n\n[*See attached.*]\n\nEx. A-1\n\n**Execution Version**\n\nNRG Energy, Inc.\n\n804 Carnegie Center\n\nPrinceton, New Jersey 08540\n\nBARCLAYS CAPITAL INC.\n\nCitigroup\nGlobal Markets Inc.\n\nas Representatives of the several Underwriters\n\nnamed in the Underwriting Agreement specified on Schedule A-1 therein\n\nc/o Barclays Capital Inc.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\nc/o Citigroup Global Markets Inc.\n\n388 Greenwich Street\n\nNew York, New York 10013\n\nLadies and Gentlemen:\n\nAs an inducement to the Underwriters to execute the Underwriting Agreement\n(the “**Underwriting Agreement**”), pursuant to which an offering (the “**Public Offering**”) will be made\nof shares of common stock, par value $0.01 per share (the “**Securities**”), of NRG Energy, Inc., and any successor\n(by merger or otherwise) thereto (the “**Company**”), the undersigned hereby agrees that during the period specified in\nthe following paragraph (the “**Lock-Up Period**”), the undersigned will not offer, sell, contract to sell, pledge or\notherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable for any Securities\n(the “**Lock-Up Securities**”), enter into a transaction which would have the same effect, or enter into any swap, hedge\nor other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any\nsuch aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly\ndisclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other\narrangement, without, in each case, the prior written consent of Barclays Capital Inc. and Citigroup Global Markets Inc. (together, the\n“**Representatives**”). In addition, the undersigned agrees that, without the prior written consent of the Representatives,\nit will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Securities\nor any security convertible into or exercisable or exchangeable for the Securities. Capitalized terms used but not defined herein shall\nhave the respective meanings ascribed to such terms in the Underwriting Agreement.\n\nThe Lock-Up Period will commence on the date of\nthis Lock-Up Agreement and continue and include the date 45 days after the public offering date set forth on the final prospectus used\nto sell the Securities (the “**Public Offering Date**”) pursuant to the Underwriting Agreement.\n\nExcept as set forth below, any Securities received\nupon exercise of options or other securities of the Company granted to the undersigned will also be subject to this Lock-Up Agreement.\nAny Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement; provided that with respect\nto any sale or other disposition of such Securities, no filing under Section 16(a) of the Securities Exchange Act of 1934,\nas amended (the “**Exchange Act**”) (other than on Form 5) or other public announcements shall be required or shall\nbe voluntarily made by any party in connection with subsequent sales of such Securities acquired in such open market transactions during\nthe Lock-Up Period. Additionally, the restrictions in this Lock-Up Agreement shall not apply to (a) transactions relating to Securities\nacquired in the Public Offering from the Underwriters, provided that no public announcement and no filing under Section 16(a) of\nthe Exchange Act or other regulatory authority in respect thereof will be required or will be voluntarily made during the Lock-Up Period\nin connection with subsequent sales of Securities acquired in the Public Offering during the Lock-Up Period, (b) any exercise of\noptions or vesting or exercise of any other equity-based award, in each case, outstanding on the Public Offering Date, and in each case\nunder the Company’s equity incentive plan or any other plan or agreement described in the prospectus included in the Registration\nStatement, provided that any Securities received upon such exercise or vesting will also be subject to this Lock-Up Agreement (including\nany transfers to cover tax withholding obligations of the undersigned in connection with such vesting or exercise), (c) the entering\ninto a written trading plan designed to comply with Rule 10b5-1 of the Exchange Act (a “**Rule 10b5-1 Plan**”),\nprovided that no sales are made pursuant to such Rule 10b5-1 Plan that is established on or after the date hereof during the Lock-Up\nPeriod and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on\nbehalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement\nto the effect that no transfer of the Lock-Up Securities may be made under such plan during the Lock-Up Period, (d) the sales of\nSecurities or securities convertible into or exchangeable or exercisable for Securities made pursuant to a Rule 10b5-1 Plan that\nis in existence as of the date hereof, (e) transfers as a bona fide gift, gifts or charitable contribution, (f) transfers to\na family member, trust, family limited partnership or family limited liability company for the direct or indirect benefit of the undersigned\nor his or her family members, (g) transfers by testate or intestate succession, (h) if the undersigned is a partnership, limited\nliability company or a corporation, transfers to its limited partners, members or stockholders as part of a distribution, or to any corporation,\npartnership or other entity that is its affiliate, (i) to the extent applicable, transfers to the Company pursuant to agreements\nunder which the Company has the option to repurchase such shares or a right of first refusal with respect to transfers of such shares,\n(j) pursuant to an order of a regulatory agency or a court, including a qualified domestic order, or in connection with a divorce\nsettlement, or (k) the transfer of Lock-Up Securities pursuant to a bona fide third-party tender offer, merger, consolidation or\nother similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital\nstock; provided that (1) in each transfer pursuant to clauses (e)-(h) or (j) the transferee agrees to be bound\nin writing by the terms of this Lock-Up Agreement prior to such transfer and such transfer shall not involve a disposition for value\nother than with respect to any such transfer or distribution for which the transferor or distributor receives equity interests of such\ntransferee or such transferee’s interests in the transferor, and (2) no filing under Section 16(a) of the Exchange\nAct, reporting a reduction in beneficial ownership of shares of the Securities, shall be voluntarily made during the Lock-Up Period and\nif the undersigned is legally required to file a report under Section 16(a) of the Exchange Act during the Restricted Period\nto report such transfer, the undersigned shall indicate in the footnotes thereto that the filing relates to the circumstances described\nin clauses (e)-(h) or (j), as applicable.\n\nEx. A-3\n\nIn furtherance of the foregoing, the Company and\nits transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would\nconstitute a violation or breach of this Lock-Up Agreement.\n\nThe undersigned acknowledges and agrees that the\nunderwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned\nwith respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory\nand tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives\nmay be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public\nOffering, the Representatives and the other underwriters are not making a recommendation to you to participate in the Public Offering,\nenter into this letter agreement, or sell any Securities at the price determined in the Public Offering, and nothing set forth in such\ndisclosures is intended to suggest that the Representatives or any underwriter is making such a recommendation.\n\nThis Lock-Up Agreement shall be binding on the undersigned\nand the successors, heirs, personal representatives and assigns of the undersigned. The undersigned hereby represents and warrants that\nthe undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will\nexecute any additional documents necessary in connection with the enforcement hereof.\n\nIt is understood that if the Underwriting Agreement\nis executed yet terminates (other than the provisions thereof that survive termination) prior to payment for and delivery of the Offered\nSecurities, the undersigned shall be released from all obligations under this Lock-Up Agreement. Additionally, if (i) the Underwriting\nAgreement does not become effective by March 6, 2026, (ii) the Selling Stockholders advise the Underwriters, in writing, prior\nto the execution of the Underwriting Agreement, that they have determined not to proceed with the Public Offering, (iii) the Underwriters\nadvise the Company or the Selling Stockholders in writing, prior to the execution of the Underwriting Agreement, that they have determined\nnot to proceed with the Public Offering, or (iv) the Registration Statement is withdrawn by the Company prior to the completion\nof the Public Offering, the undersigned shall be immediately released from all obligations under this letter agreement.\n\nEx. A-4\n\nThe undersigned understands that the Representatives\nwill proceed with the Public Offering in reliance on this Lock-Up Agreement.\n\n**This letter agreement,\nany claim, controversy or dispute arising under or related to this letter agreement, shall be governed by, and construed in accordance\nwith, the laws of the State of New York.**\n\n[Signature page follows]\n\nVery truly yours,\n\n[*Name of director/executive officer*]\n\n**EXHIBIT B**\n\n**Form of Lock-Up Letter -Selling Stockholders**\n\n[*See attached.*]\n\nEx. B-1\n\n**Execution Version**\n\nNRG Energy, Inc.\n\n804 Carnegie Center\n\nPrinceton, New Jersey 08540\n\nBARCLAYS CAPITAL INC.\n\nCitigroup\nGlobal Markets Inc.\n\nas Representatives of the several Underwriters\n\nnamed in the Underwriting Agreement specified on Schedule A-1 therein\n\nc/o Barclays Capital Inc.\n\n745 Seventh Avenue\n\nNew York, New York 10019\n\nc/o Citigroup Global Markets Inc.\n\n388 Greenwich Street\n\nNew York, New York 10013\n\nLadies and Gentlemen:\n\nAs an inducement to the Underwriters to execute\nthe Underwriting Agreement (the “**Underwriting Agreement**”), pursuant to which an offering (the “**Public Offering**”)\nwill be made of shares of common stock, par value $0.01 per share (the “**Securities**”), of NRG Energy, Inc., and\nany successor (by merger or otherwise) thereto (the “**Company**”), the undersigned hereby agrees that during the period\nspecified in the following paragraph (the “**Lock-Up Period**”), the undersigned will not offer, sell, contract to sell,\npledge or otherwise dispose of, directly or indirectly, any Securities or securities convertible into or exchangeable or exercisable\nfor any Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that\ntransfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction\nis to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to\nmake any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in\neach case, the prior written consent of Barclays Capital Inc. and Citigroup Global Markets Inc. (together, the “**Representatives**”).\nNotwithstanding the foregoing, the Representatives acknowledge and consent to a concurrent buyback by the Company of Securities owned\nby the undersigned with a value of approximately $300 million (which are not the subject of the Public Offering) pursuant to a stock\npurchase agreement dated March 1, 2026, as further decribed in the prospectus supplement related to the Public Offering. In addition,\nthe undersigned agrees that, without the prior written consent of the Representatives, it will not, during the Lock-Up Period, make any\ndemand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable\nor exchangeable for the Securities. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such\nterms in the Underwriting Agreement.\n\nThe Lock-Up Period will commence on the date of\nthis Lock-Up Agreement and continue and include the date 45 days after the public offering date set forth on the final prospectus used\nto sell the Securities (the “**Public Offering Date**”) pursuant to the Underwriting Agreement.\n\nExcept as set forth below, any Securities received\nupon exercise of options or other securities of the Company granted to the undersigned will also be subject to this Lock-Up Agreement.\nAny Securities acquired by the undersigned in the open market will not be subject to this Lock-Up Agreement; provided that with respect\nto any sale or other disposition of such Securities, no filing under the Securities Exchange Act of 1934, as amended (the “**Exchange\nAct**”) (other than on Form 5) or other public announcement shall be required or shall be voluntarily made by any party\nin connection with subsequent sales of such Securities acquired in such open market transactions during the Lock-Up Period. Additionally,\nthe restrictions in this Lock-Up Agreement shall not apply to (a) any exercise of options or vesting or exercise of any other equity-based\naward, in each case, outstanding on the Public Offering Date, and in each case under the Company’s equity incentive plan or any\nother plan or agreement described in the prospectus included in the Registration Statement, provided that any Securities received upon\nsuch exercise or vesting will also be subject to this Lock-Up Agreement, (b) the entering into a written trading plan designed to\ncomply with Rule 10b5-1 of the Exchange Act, provided that no sales are made pursuant to such trading plan during the Lock-Up Period,\nprovided that no filing or public announcement by any party under the Exchange Act or otherwise shall be required (or shall be voluntarily\nmade in connection with such trading plan), (c) transfers as a bona fide gift or gifts, (d) transfers to a family member, trust,\nfamily limited partnership or family limited liability company for the direct or indirect benefit of the undersigned or his or her family\nmembers, (e) transfers by testate or intestate succession, (f) if the undersigned is a partnership, limited liability company\nor a corporation, transfers to its limited partners, members or stockholders as part of a distribution, or to any corporation, partnership\nor other entity that is its affiliate and (g) pursuant to any buyback by the Company; provided that in each transfer pursuant to\nclauses (c) - (f) the transferee agrees to be bound in writing by the terms of this Lock-Up Agreement prior to such transfer,\nsuch transfer shall not involve a disposition for value and no filing or public announcement by any party (donor, donee, transferor or\ntransferee) under the Exchange Act or otherwise shall be required or shall be voluntarily made in connection with such transfer (other\nthan a filing on a Form 5).\n\nIn furtherance of the foregoing, the Company and\nits transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Securities if such transfer would\nconstitute a violation or breach of this Lock- Up Agreement.\n\nThe undersigned acknowledges and agrees that the\nunderwriters have not provided any recommendation or investment advice nor have the underwriters solicited any action from the undersigned\nwith respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory\nand tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives\nmay be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public\nOffering, the Representatives and the other underwriters are not making a recommendation to you to participate in the Public Offering,\nenter into this letter agreement, or sell any Securities at the price determined in the Public Offering, and nothing set forth in such\ndisclosures is intended to suggest that the Representatives or any underwriter is making such a recommendation.\n\nThis Lock-Up Agreement shall be binding on the undersigned\nand the successors, heirs, personal representatives and assigns of the undersigned. The undersigned hereby represents and warrants that\nthe undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will\nexecute any additional documents necessary in connection with the enforcement hereof.\n\nIt is understood that if the Underwriting Agreement\nis executed yet terminates (other than the provisions thereof that survive termination) prior to payment for and delivery of the Offered\nSecurities, the undersigned shall be released from all obligations under this Lock-Up Agreement. Further, this Lock-Up Agreement shall\nlapse and become null and void if the Public Offering Date shall not have occurred on or before March 6, 2026.\n\nThe undersigned understands that the Representatives\nwill proceed with the Public Offering in reliance on this Lock-Up Agreement.\n\n**This letter agreement, any claim, controversy\nor dispute arising under or related to this letter agreement, shall be governed by, and construed in accordance with, the laws of the\nState of New York.**\n\n[Signature page follows]\n\nVery truly yours,\n\n**IF AN INDIVIDUAL:**** **\n**IF\nAN ENTITY:**\n\nBy:\n\n(duly authorized signature)\n\n(please print complete\nname of entity)\n\nName:\nBy:\n\n(please print full name)\n\n(duly authorized signature)\n\nAddress:\nName:\n\n(please print full address)\n\n(please print full\nname)\n\nTitle:\n\n(please print full title)\n\nAddress:\n\n(please print full address)"}