Supplemental Indenture (Settlement Elections - 2.750% Convertible Senior Notes due 2048) dated February

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 22, 2022, among NRG Energy, Inc. (or its permitted successor), a Delaware corporation (the “Company”), each of the Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company (as successor to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (as amended or supplemented, the “Indenture”), dated as of May 24, 2018, among the Company, the guarantors party thereto and the Trustee, providing for the original issuance of an aggregate principal amount of $575,000,000 of 2.750% Convertible Senior Notes due 2048 (the “Initial Notes”), and, subject to the terms of the Indenture, future issuances of 2.750% Convertible Senior Notes due 2048 (the “Additional Notes,” and, together with the Initial Notes, the “Notes”);

WHEREAS, pursuant to Section 8.01(G) of the Indenture, the Company and the Trustee may supplement the Indenture without the consent of the Holders of the Notes to irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount in accordance with the terms of the Indenture;

WHEREAS, this Supplemental Indenture is being executed and delivered in order to irrevocably eliminate the right of the Company to elect Physical Settlement and to irrevocably elect a Specified Dollar Amount for any Combination Settlement; and

WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.IRREVOCABLE ELECTIONS. The Company hereby irrevocably (i) eliminates the right of the Company to elect Physical Settlement as the Settlement Method on any conversion of Notes that occurs on or after the date of this Supplemental Indenture and (ii) elects that, with respect to any Combination Settlement, the Specified Dollar Amount per $1,000 principal amount of the Notes shall be no lower than $1,000.

3.NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

4.COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

5.EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

6.THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Guarantors.

7.RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

8.ELECTRONIC SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization of an electronic signature platform or application). Any electronic signature document delivered via email from a person authorized on an incumbency certificate provided by the Company or Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the Company or such Guarantor, as applicable. Each of the Company and the Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization, execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Name: Gaëtan C. Frotté

Title: Treasurer

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Treasurer

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Treasurer

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Treasurer

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Vice President

By: /s/ Thomas A. Smith            

Name: Thomas A. Smith

Title: Vice President

By: /s/ Linda Weigand            

Name: Linda Weigand

Title: Treasurer

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Treasurer

By: NRG Rockford Acquisition LLC, its General Partner

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Treasurer     

By: Texas Genco GP, LLC, its General Partner

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Treasurer

By: New Genco GP, LLC, its General Partner

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Treasurer     

By: STREAM SPE GP, LLC, the sole general partner

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Treasurer     

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Vice President & Treasurer

By: XOOM ENERGY, LLC, the sole member

By: /s/ Gaëtan C. Frotté            

Name: Gaëtan C. Frotté

Title: Treasurer