EX-10.1




 Exhibit 10.1 

VISTRA CORP. 
 1,000,000
shares of 
 7.0% Series B Fixed-Rate Reset Cumulative Redeemable Green Perpetual Preferred Stock 

Purchase Agreement 

December 7, 2021 
 Goldman Sachs &
Co. LLC 
 As Representative of the Initial 
 Purchasers 200
West Street 
 New York, NY 10282 
 Ladies and Gentlemen: 

Vistra Corp., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell to you and
the several other parties named in Schedule I hereto, severally and not jointly (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, 1,000,000 shares of its 7.0% Series B Fixed-Rate Reset
Cumulative Redeemable Green Perpetual Preferred Stock (the “Securities”). The terms of the Securities will be set forth in a certificate of designation (the “Certificate of Designation”). The use of the neuter in this purchase
agreement (this “Agreement”) shall include the feminine and masculine wherever appropriate. 
 The sale of the Securities to the
Initial Purchasers will be made without registration of the Securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), in reliance upon exemptions from the
registration requirements of the Securities Act. 
 In connection with the sale of the Securities, the Company has prepared a preliminary
offering memorandum, dated December 7, 2021 (as amended or supplemented at the date thereof, including any and all exhibits thereto and any information incorporated by reference therein, the “Preliminary Memorandum”), and a final
offering memorandum, dated December 7, 2021 (as amended or supplemented at the Execution Time (as defined below), including any and all exhibits thereto and any information incorporated by reference therein, the “Final Memorandum”).
Each of the Preliminary Memorandum and the Final Memorandum sets forth certain information concerning the Company and the Securities. The Company hereby confirms that it has authorized the use of the Disclosure Package (as defined below), the
Preliminary Memorandum and the Final Memorandum, and any amendment or supplement thereto, in connection with the offer and sale of the Securities by the Initial Purchasers. Unless stated to the contrary, any references herein to the terms
“amend”, “amendment” or “supplement” with respect to the Disclosure Package, the Preliminary Memorandum and the Final Memorandum shall be deemed to refer to and include any information filed under the Exchange Act (as
defined below) subsequent to the Execution Time that is incorporated by reference therein. 











 As used in this Agreement, the “Disclosure Package” shall mean (i) the
Preliminary Memorandum, as amended or supplemented at the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”), (ii) the final term sheet prepared pursuant to Section 5(b) hereto and
in the form attached as Schedule II hereto and (iii) any writings in addition to the Preliminary Memorandum that the parties expressly agree in writing to treat as part of the Disclosure Package (“Issuer Written Information”). 

The net proceeds from the offering of the Securities will be used to pay or reimburse the payment of, in whole or in part, existing and new
Eligible Green Projects as described under “Use of Proceeds” in the Preliminary Memorandum and the Final Memorandum. Pending allocation of an amount equal to the net proceeds for such purposes, the Company intends to invest the balance of
the net proceeds at the Company’s discretion as per the Company’s liquidity management policy, including in cash or cash equivalents, or in other liquid marketable instruments. 

1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Initial Purchaser as set forth below
in this Section 1. 
 (a) The Preliminary Memorandum, at the date thereof, did not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Execution Time and on the Closing Date, the Final Memorandum did not and will not (and any
amendment or supplement thereto, at the date thereof and at the Closing Date will not) contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Company makes no representation or warranty as to the information contained in or omitted from the Preliminary Memorandum or the Final Memorandum, or any amendment
or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Initial Purchasers through the Representative specifically for inclusion therein, it being understood and agreed
that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section 8(b) hereof. 

(b) As of the Execution Time, neither (i) (1) the Disclosure Package and (2) each electronic road show, when taken together as a
whole with the Disclosure Package, nor (ii) any other General Solicitation (as defined below) by the Company, its Affiliates, or any person acting on its or their behalf, contains any untrue statement of a material fact or omits to state any
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon
and in conformity with written information furnished to the Company by any Initial Purchaser through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any
Initial Purchaser consists of the information described as such in Section 8(b) hereof. The term “Affiliates,” means affiliates, as such term is defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation
D”), except that in reference to the Company, it excludes any person or entity that is an affiliate (as defined in Rule 501(b)) primarily or exclusively as a result of his, her or its ownership of capital stock of the Company. 











 (c) None of the Company, its Affiliates, or any person acting on its or their behalf has,
directly or indirectly, made offers or sales of any security, or solicited offers to buy, any security under circumstances that would require the registration of the Securities under the Securities Act. 

(d) None of the Company, its Affiliates, or any person acting on its or their behalf has: (i) engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D) (each, a “General Solicitation”) in connection with any offer or sale of the Securities, other than any General Solicitation in respect of which the Representative has given its
prior written consent; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the General Solicitation included in Schedule III hereto or (ii) engaged in any directed selling
efforts (within the meaning of Regulation S under the Securities Act (“Regulation S”)) with respect to the Securities; and each of the Company, its Affiliates and each person acting on its or their behalf has complied with the offering
restrictions requirement of Regulation S. 
 (e) The Securities satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities
Act. 
 (f) The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”). 
 (g) No
registration under the Securities Act of the Securities is required for the offer and sale of the Securities to or by the Initial Purchasers in the manner contemplated herein, in the Disclosure Package and in the Final Memorandum. 

(h) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as
described in the Disclosure Package and the Final Memorandum, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. 

(i) Neither the Company nor any other person acting on its behalf has paid or agreed to pay to any person any compensation for soliciting
another to purchase any securities of the Company (except as contemplated in this Agreement); and neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has, directly or through any agent, sold, offered for sale,
solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the
Securities Act. 
 (j) Neither the Company nor any other person acting on its behalf has taken, directly or indirectly, any action designed
to or that has constituted or that might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.












 (k) The Company has been duly incorporated and is validly existing as a corporation in good
standing under the laws of the state of Delaware, with full corporate power and authority necessary to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Package and the Final
Memorandum, and is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction that requires such qualification. 

(l) The Company has the authorized capitalization set forth in the Disclosure Package and the Final Memorandum. The issued and outstanding
shares of capital stock of the Company are as set forth in the Disclosure Package and the Final Memorandum (except for the issuance of Securities contemplated by this Agreement), were issued in compliance in all material respects with federal and
state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right and conform to the description thereof contained in the Disclosure Package and the Final Memorandum. Except as disclosed in the
Disclosure Package and the Final Memorandum, there are no outstanding options, warrants or other rights (including, without limitation, preemptive rights) to purchase, agreements or other obligations to issue, or rights to convert any obligations
into or exchange any securities or interests for shares of capital stock or ownership interests of the Company or any of its subsidiaries. 

(m) All the outstanding shares of capital stock or ownership interests of the Company and each of its subsidiaries have been duly authorized
and validly issued and are fully paid and nonassessable, and, except as otherwise set forth in the Disclosure Package and the Final Memorandum, all outstanding shares of capital stock or ownership interests of the “significant
subsidiaries” of the Company listed on Annex A attached hereto are owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interest, claim, lien or encumbrance. 

(n) The statements in the Preliminary Memorandum and the Final Memorandum under the headings “Certain United States Federal Income Tax
Considerations”, “Certain ERISA Considerations” and “Description of Series B Preferred Shares” fairly summarize the matters therein described. 

(o) The Company has the corporate power and authority to execute and deliver this Agreement and the Certificate of Designation and to perform
its obligations hereunder and thereunder. This Agreement and the Certificate of Designation have been duly authorized, executed and delivered by the Company and this Agreement, assuming the due authorization, execution and delivery of this Agreement
by the Representative, constitutes a legal, valid, binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other
laws affecting creditors’ rights generally from time to time in effect and to general principles of equity). 
 (p) The Securities have
been duly authorized by the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of this Agreement, (i) will be duly and validly issued, (ii) will be fully paid and non-assessable, (iii) will be free and clear of any pledge, security interest, claim, lien or other encumbrance (other than those arising under the federal securities laws and applicable state “blue
sky” laws) and (iv) 











 
will conform to the descriptions thereof in each of the Disclosure Package, the Final Memorandum and the Certificate of Designation. The issuance of the Securities is not subject to any
preemptive right, resale right, right of first refusal or similar right. The form of certificate for the Securities conforms to the applicable provisions of the Delaware General Corporation Law and to any requirements of the certificate of
incorporation and bylaws of the Company. 
 (q) No consent, approval, authorization, filing with or order of any court or governmental
agency or body is required in connection with the execution, delivery and performance by the Company of this Agreement (including the issuance and sale of the Securities or the consummation of the other transaction contemplated herein) or the
application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in each of the Disclosure Package and the Final Memorandum, except such as may be required under the blue sky laws of any jurisdiction in
which the Securities are offered and sold. 
 (r) None of the execution and delivery of this Agreement, the issuance and sale of the
Securities, the performance by the Company of its obligations under this Agreement or the consummation of any other of the transactions herein contemplated, or the fulfillment of the terms hereof, will conflict with or will result in a breach or
violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or comparable constituting
documents of the Company or any of its subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the
Company or any of its subsidiaries is a party or bound or to which its or their property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body,
arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, which conflict, breach, violation or imposition would, in the case of clauses (ii) and (iii) above, either
individually or in the aggregate with all other conflicts, breaches, violations and impositions referred to in this paragraph (r) (if any), have (x) a Material Adverse Effect (as defined below) or (y) a material adverse effect upon the
transactions contemplated herein. 
 (s) The consolidated historical financial statements and schedules of the Company and its consolidated
subsidiaries included or incorporated by reference in the Disclosure Package and the Final Memorandum present fairly the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply
as to form with the applicable accounting requirements of Regulation S-X (as defined below) and have been prepared in conformity with generally accepted accounting principles in the United States applied on a
consistent basis throughout the periods involved (except as otherwise noted therein); the selected financial data set forth under the caption “Summary Historical Consolidated Financial Information” in the Preliminary Memorandum and the
Final Memorandum fairly present, on the basis stated in the Preliminary Memorandum and the Final Memorandum, the information included or incorporated by reference therein and no other financial statements would be required to be set forth in a
registration statement or prospectus under the Securities Act. 











 (t) No action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the
performance by the Company of this Agreement or the consummation of any of the transactions contemplated hereby (including the issuance and sale of the Securities) or (ii) could reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), prospects, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (clauses (i) and (ii), a “Material
Adverse Effect”), except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). 

(u) (i) Each of the Company and its subsidiaries has good and marketable title to all the properties (real and personal) described in the
Disclosure Package and the Final Memorandum as being owned by any of them, in each case, free and clear of any liens, equities, claims and other defects (except as may exist under applicable law and as may be imposed by the Company’s credit
facilities described in the Disclosure Package and the Final Memorandum or as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its
subsidiaries); and (ii) all the property described in the Disclosure Package and the Final Memorandum as being held under lease by the Company or its subsidiaries is held thereby under valid, subsisting and enforceable leases, except, in the
case of clause (i) or (ii), as would not, individually or in the aggregate, have a Material Adverse Effect. 
 (v) Neither the Company
nor any of its subsidiaries is in violation or default of (i) any provision of its charter or bylaws or comparable constituting documents; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement
or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of
its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as applicable, except, in the case of clauses
(ii) and (iii), as would not, individually or in the aggregate, have a Material Adverse Effect. 
 (w) Deloitte & Touche LLP,
which has certified certain financial statements of the Company and its consolidated subsidiaries, and which has delivered its report with respect to the applicable audited consolidated financial statements and schedules included or incorporated by
reference in the Disclosure Package and the Final Memorandum, are independent public accountants with respect to the Company in accordance with local accounting rules and within the meaning of the Securities Act. 

(x) There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with
the execution and delivery of this Agreement or the issuance or sale of the Securities. 











 (y)    The Company and each of its subsidiaries has
filed all applicable tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect and except as set forth in or contemplated in the
Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto)) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is
due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package and the Final
Memorandum (exclusive of any amendment or supplement thereto). 
 (z)    No labor problem or dispute with
the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its
subsidiaries’ principal suppliers, contractors or customers, except as would not have a Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or
supplement thereto). 
 (aa)    Except pursuant to applicable law or that certain Credit Agreement, dated
October 3, 2016, among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the guarantors party thereto, various lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as successor administrative agent and successor
collateral agent, as amended, no subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the
Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated in the Disclosure
Package or the Final Memorandum (in each case, exclusive of any amendment or supplement thereto). 

(bb)    The Company and each of its subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and fidelity or surety bonds insuring the Company or any of its subsidiaries or
their respective businesses, assets, employees, officers and directors are in full force and effect; the Company and its subsidiaries are in compliance in all material respects with the terms of such policies and instruments; there are no claims by
the Company or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any of its subsidiaries has been refused any
insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or
supplement thereto). 
 (cc)    The Company and its subsidiaries possess all licenses, certificates,
permits and other authorizations issued by all applicable authorities necessary to conduct their respective businesses, and neither the Company nor any of its subsidiaries has received any written notice of proceedings relating to the revocation or
modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the
Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). 











 (dd) The Company has established and maintains a system of internal control over financial
reporting (to the extent required by and as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act applicable to the Company and has been
designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles as applied in the United States; the Company’s internal control over financial reporting is effective; and the Company is not aware of any material weaknesses in its
internal control over financial reporting. 
 (ee) The Company maintains disclosure controls and procedures (as such term is defined in Rule
13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company
and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective. 

(ff) The Company and its subsidiaries (i) are in compliance with any and all applicable laws and regulations relating to the protection
of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals required of
them under applicable Environmental Laws to conduct their respective businesses; and (iii) have not received written notice of any actual or potential liability under any Environmental Law, except with respect to (i) through (iii) above
where such non- compliance with Environmental Laws, failure to receive or comply with required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material
Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). Except as would not, individually or in the aggregate, have a Material Adverse Effect,
except as set forth in the Disclosure Package and the Final Memorandum, neither the Company nor any of its subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended. 
 (gg) In the ordinary course of its business, the Company periodically reviews the effect of
Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any environmental permit, license or approval, any related constraints on operating activities and any
potential environmental liabilities to third parties); on the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect, except as set
forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). 











 (hh) The minimum funding standard under Section 302 of the Employee Retirement Income
Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ERISA”), has been satisfied by each “pension plan” (as defined in Section 3(2) of ERISA) that has been established or
maintained by the Company and/or one or more of its subsidiaries, and the trust forming part of each such plan which is intended to be qualified under Section 401 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder is so qualified; each of the Company and its subsidiaries has fulfilled its obligations, if any, under Section 515 of ERISA; neither the Company nor any of its subsidiaries maintains or is required to contribute to a “welfare
plan” (as defined in Section 3(1) of ERISA) that provides retiree or other post-employment welfare benefits or insurance coverage (other than “continuation coverage” (as defined in Section 602 of ERISA)); each pension plan
and welfare plan established or maintained by the Company and/or one or more of its subsidiaries is in compliance in all material respects with the currently applicable provisions of ERISA; and neither the Company nor any of its subsidiaries has
incurred or could reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062, 4063, or 4064 of ERISA, or any other liability under Title IV of ERISA. 

(ii) The subsidiaries listed on Annex A attached hereto are the only “significant subsidiaries” of the Company (as defined in Rule 1-02 of Regulation S-X under the Securities Act (“Regulation S-X”)). 

(jj) The Company will not take, directly or indirectly, any action or omit to take any action (such as issuing any press release relating to
the Securities without an appropriate legend) that would result in the loss by the Initial Purchasers of the ability to rely on the stabilization safe harbor provided by (i) article 5 of the Market Abuse Regulation (EU) No 596/2014 and
Commission Delegated Regulation (EU) 2016/1052; or (ii) article 5 of Regulation (EU) No 596/2014 and Commission Delegated Regulation (EU) 2016/1052 as they form part of the domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the “EUWA”); or (iii) the United Kingdom the UK Financial Conduct Authority under section 137Q of the Financial Services and Markets Act 2000. 

(kk) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements and applicable money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money
Laundering Laws is pending or, to the knowledge of the Company, threatened. 
 (ll) Neither the Company nor any of its subsidiaries nor, to
the knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any of its subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or
entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of
State or the Bureau of Industry and Security of the U.S. Department of Commerce), the 











 
United Nations Security Council, the European Union, a member state of the European Union, the United Kingdom (including sanctions administered or enforced by Her Majesty’s Treasury) or
other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that
is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will, directly or
indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by,
or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise). 

(mm) Neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned
Person, or with or in a Sanctioned Country, in the three years preceding the date hereof, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or
in a Sanctioned Country. 
 (nn) There is and has been no failure on the part of the Company or any of its directors or officers, in their
respective capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402
relating to loans and Sections 302 and 906 relating to certifications. 
 (oo) Neither the Company nor any of its subsidiaries nor, to the
knowledge of the Company, any director, officer, agent, employee, Affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that could result in a violation or a
sanction for violation by any such person or entity of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar applicable law of any other relevant jurisdiction, or the applicable rules or
regulations thereunder; and the Company and its subsidiaries have instituted and maintain policies and procedures to ensure compliance therewith. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the
Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar applicable law of any other relevant jurisdiction, or the applicable rules or regulations thereunder. 

(pp) Except as disclosed in the Preliminary Memorandum and the Final Memorandum, the Company (i) does not have any material lending or
other relationship with any Initial Purchaser or Affiliate of any Initial Purchaser and (ii) does not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any Affiliate of any Initial
Purchaser. 
 (qq) Since the date of the most recent financial statements included in the Disclosure Package and the Final Memorandum
(exclusive of any amendment or supplement thereto), there has been no material dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock of the Company, nor has the Company or any
of its subsidiaries entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries
taken as a whole, in each case except as set forth in or contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). 











 Any certificate signed by any officer of the Company and delivered to the Representative or counsel for the
Initial Purchasers as required by this Agreement in connection with the offering of the Securities contemplated hereby shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Initial Purchaser. 

2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase, at a purchase price equal to $987.50 per Security, the number of Securities set forth opposite such Initial Purchaser’s
name in Schedule I hereto. 
 3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 9:30 A.M., New
York City time, on December 10, 2021, or at such time on such later date not more than ten Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the
Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). As used herein, “Business Day” shall mean any day
other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York. Delivery of the Securities shall be made to the Representative for the
respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct. 

4. Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be
registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. 
 (b) Solely in connection with the offering of the Securities, each Initial Purchaser, severally and
not jointly, represents and warrants to and agrees with the Company that: 
 (i) it has not offered or sold, and will not
offer or sell, any Securities within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering
and the date of the closing of the offering except: 
  

	 	(A)	 in the case of sales to those it reasonably believes to be “qualified institutional buyers” as
permitted by Rule 144A under the Securities Act; or 














	 	(B)	 in accordance with Rule 903 of Regulation S; 



(ii) neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United
States by means of General Solicitation, other than any General Solicitation included in Schedule III hereto; 
 (iii) in
connection with each sale pursuant to Section 4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; 

(iv) neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any
directed selling efforts (within the meaning of Regulation S) with respect to the Securities; 
 (v) it is an
“accredited investor” (as defined in Rule 501(a) of Regulation D); 
 (vi) it has complied and will comply with the
offering restrictions requirement of Regulation S; 
 (vii) at or prior to the confirmation of sale of Securities (other than
a sale of Securities pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution
compliance period (within the meaning of Regulation S) a confirmation or notice to substantially the following effect: 
 “The
Securities covered hereby have not been registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering, except in either case in
accordance with Regulation S or Rule 144A under the Securities Act. Additional restrictions on the offer and sale of the Securities are described in the offering memorandum for the Securities. Terms used in this paragraph have the meanings given to
them by Regulation S.”; 
 (viii) it has only communicated or caused to be communicated and will only communicate or
cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale
of any Securities, in circumstances in which Section 21(1) of the FSMA does not apply to the Company; 











 (ix) it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; 

(x) it acknowledges that additional restrictions on the offer and sale of the Securities are described in the Disclosure
Package and the Final Memorandum; and 
 (xi) in relation to each Member State of the European Economic Area, it has not
offered, sold or otherwise made available and will not offer, sell or otherwise make available, any Securities to any retail investor in the European Economic Area. For the purposes of this provision the expression “retail investor” means
a person who is one (or more) of the following: 
  

	 	(A)	 a retail client as defined in point (11) of Article 4(1) of Directive 2014/5/EU (as amended, “MiFID
II”); or 


  

	 	(B)	 a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or 


  

	 	(C)	 not a qualified investor as defined in Regulation (EU) 2017/1129; and 



the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer
and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. 
 (xii)
in relation to the United Kingdom, it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available, any Securities to any retail investor in the United Kingdom. For the purposes of this provision the
expression “retail investor” means a person who is one (or more) of the following: 
  

	 	(A)	 a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the EUWA; or 


  

	 	(B)	 a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or



  

	 	(C)	 not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law
by virtue of the EUWA; and 













 the expression “offer” includes the communication in any form and by any means of
sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. 

5. Agreements. The Company agrees with each Initial Purchaser that: 

(a) The Company will furnish to each Initial Purchaser and to counsel for the Initial Purchasers, without charge, during the period referred to
in Section 5(c) below, as many copies of the materials contained in the Disclosure Package and the Final Memorandum and any amendments and supplements thereto as the Initial Purchasers may reasonably request. 

(b) The Company will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in
the form approved by you and attached as Schedule II hereto. 
 (c) The Company will not amend or supplement the Disclosure Package or the
Final Memorandum other than by filing documents under the Exchange Act that are incorporated by reference therein without the prior written consent of the Representative (such consent not to be unreasonably withheld, conditioned or delayed);
provided, however, that prior to the completion of the distribution of the Securities by the Initial Purchasers (as defined by the opinion of counsel (including internal counsel) to the Initial Purchasers), the Company shall ensure
that no document be filed under the Exchange Act that is incorporated by reference in the Disclosure Package or the Final Memorandum unless, prior to such proposed filing, the Company has provided the Representative with a copy of such document for
their review and the Representative has not reasonably objected to the filing of such document. The Company will promptly advise the Representative when any document filed under the Exchange Act that is incorporated by reference in the Disclosure
Package of the Final Memorandum shall have been filed with the Securities and Exchange Commission (the “Commission”). 
 (d) If at
any time prior to the completion of the sale of the Securities by the Initial Purchasers, any event occurs as a result of which the Disclosure Package or the Final Memorandum, as then amended or supplemented, would include any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made or the circumstances then prevailing, not misleading, or if it should be necessary to amend or
supplement the Disclosure Package or the Final Memorandum to comply with applicable law, the Company will promptly (i) notify the Representative of any such event; (ii) subject to the requirements of Section 5(c), prepare an amendment
or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any supplemented or amended Disclosure Package or Final Memorandum to the several Initial Purchasers and counsel for the Initial Purchasers
without charge in such quantities as they may reasonably request. 











 (e) Without the prior written consent of the Representative, the Company has not given and
will not give to any prospective purchaser of the Securities any written information concerning the offering of the Securities other than materials contained in the Disclosure Package, the Final Memorandum or any other offering materials prepared by
or with the prior written consent of the Representative. 
 (f) The Company will arrange, if necessary, for the qualification of the
Securities for sale by the Initial Purchasers under the laws of such jurisdictions as the Representative may designate (including certain provinces of Canada) and will maintain such qualifications in effect so long as required for the sale of the
Securities; provided that in no event shall the Company be obligated to (i) qualify to do business in any jurisdiction where it is not now so qualified, (ii) subject itself to taxation in any jurisdiction where it is not presently
so subject or (iii) take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject. The Company will promptly
advise the Representative of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. 

(g) The Company will not, and will not permit any of its Affiliates to, resell any Securities that have been acquired by any of them and that
constitute “restricted securities” under Rule 144 under the Securities Act. 
 (h) None of the Company, its Affiliates, or any
person acting on its or their behalf will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that, as a result of the doctrine of “integration” referred to in Rule 502
under the Securities Act, would require the registration of the Securities under the Securities Act. 
 (i) None of the Company, its
Affiliates, or any person acting on its or their behalf will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; and each of them will comply with the offering restrictions requirement of
Regulation S. 
 (j) None of the Company, its Affiliates, or any person acting on its or their behalf will engage in any General
Solicitation with respect to the offer or sale of the Securities, other than any General Solicitation in respect of which the Representative has given its prior written consent; provided that the prior written consent of the Representative
shall be deemed to have been given in respect of the General Solicitation included in Schedule III hereto. 
 (k) For so long as any of the
Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company, during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the
Exchange Act, will provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information
required to be provided by Rule 144A(d)(4) under the Securities Act. This covenant is intended to be for the benefit of the holders, and the prospective purchasers designated by such holders, from time to time of such restricted securities. 











 (l) The Company will cooperate with the Representative and use its best efforts to permit
the Securities to be eligible for clearance and settlement through The Depository Trust Company. 
 (m) The Company will use the net
proceeds received from the sale of the Securities pursuant to this Agreement in the manner specified in the Disclosure Package and the Final Memorandum. 

(n) Each of the Securities will bear, to the extent applicable, the legend contained in “Notice to Investors” in the Preliminary
Memorandum and the Final Offering Memorandum for the time period and upon the other terms stated therein. 
 (o) The Company will not for a
period of 90 days following the Execution Time, without the prior written consent of the Representative, offer, pledge, sell or contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any Securities or any substantially similar securities (or any securities convertible into or exercisable or exchangeable
for the Securities or such other securities), other than pursuant to the offering. 
 (p) The Company will not take, directly or indirectly,
any action designed to, or that has constituted or that might reasonably be expected to, cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or
resale of the Securities. 
 (q) So long as any of the Securities are outstanding, the Company will, furnish at its expense to the Initial
Purchasers and, upon request, to the holders of the Securities and prospective purchasers of the Securities, the information required by Rule 144A(d)(4) under the Securities Act (if any). 

(r) The Company shall comply with all applicable securities and other laws, rules and regulations, including, without limitation, the
Sarbanes-Oxley Act, and shall cause its directors and officers, in their respective capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act. 

(s) The Company will apply the net proceeds from the sale of the Securities to be sold by it in the offering hereunder substantially in
accordance with the description set forth in the Disclosure Package and the Final Memorandum under the caption “Use of Proceeds.” 

The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation and filing of the Certificate of
Designation and the issuance of the Securities; (ii) the preparation, printing or reproduction of the materials contained in the Disclosure Package and the Final Memorandum and each amendment or supplement to either of them; (iii) the printing
(or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the materials contained in the Disclosure Package and the Final Memorandum, and all amendments or supplements to either
of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iv) the preparation, printing, authentication, issuance and delivery of the Securities; (v) any












 
stamp or transfer taxes in connection with the original issuance and sale of the Securities; (vi) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and
all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (vii) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the
several states, the provinces of Canada and any other jurisdictions specified pursuant to Section 5(f) (including filing fees and the reasonable fees and expenses of counsel for the Initial Purchasers relating to such registration and
qualification); (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s
accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the rating of the Securities; (xi) the obligations of the transfer agent, any agent of the transfer agent and the counsel for the
transfer agent in connection with the Securities; and (xii) all other costs and expenses incident to the performance by the Company of its obligations hereunder. 

6. Conditions to the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase the Securities shall
be subject to the accuracy of the representations and warranties of the Company contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates delivered pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: 
 (a) The
Company shall have requested and caused (i) Sidley Austin LLP, counsel for the Company, to furnish to the Representative its opinion and negative assurance letter, each dated the Closing Date and addressed to the Representative, substantially
in the form of Exhibit A-1 hereto and (ii) Vinson & Elkins LLP, tax counsel for the Company, to furnish to the Representative its opinion, dated as of the Closing Date and addressed to the
Representative, substantially in the form of Exhibit A-2 hereto. 
 (b) The Company shall have
requested and caused the general counsel of the Company to furnish the Representative an opinion, dated the Closing Date and addressed to the Representative, substantially in the form of Exhibit B hereto. 

(c) The Representative shall have received from Sullivan & Cromwell LLP, counsel for the Initial Purchasers, such opinion or
opinions, dated the Closing Date and addressed to the Representative, with respect to the issuance and sale of the Securities, the Disclosure Package, the Final Memorandum (as amended or supplemented at the Closing Date) and other related matters as
the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. 











 (d) The Company shall have furnished to the Representative a certificate of the Company,
signed by (x) the chief executive officer of the Company and (y) the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the
Disclosure Package and the Final Memorandum and any supplements or amendments thereto and this Agreement and that: 
 (i) the
representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Company have complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and 
 (ii) since the date of
the most recent financial statements included in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects,
business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum
(exclusive of any amendment or supplement thereto). 
 (e) At the Execution Time and at the Closing Date, (i) the Company shall have
requested and caused Deloitte & Touche LLP to furnish to the Representative customary comfort letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the
Representative and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder and (ii) the Company shall have furnished to the Representative a
certificate of its chief financial officer, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory to the Representative and providing “management comfort” with respect to certain
financial information contained in the Disclosure Package and the Final Memorandum. 
 (f) Subsequent to the Execution Time or, if earlier,
the dates as of which information is given in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Final Memorandum (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or
decrease specified in the letter or letters referred to in paragraph (f) of this Section 6; or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects,
business or properties of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Memorandum
(exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to
proceed with the offering or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). 

(g) The Securities shall be eligible for clearance and settlement through The Depository Trust Company. 

(h) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any
“nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change. 











 (i) Prior to the Closing Date, the Company shall have furnished to the Representative such
further information, certificates and documents as the Representative may reasonably request. 
 (j) The Company shall have filed with the
Secretary of State for the State of Delaware the Certificate of Designation, and the same shall have been declared effective. 
 If any of
the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in
form and substance to the Representative and counsel for the Initial Purchasers, this Agreement and all obligations of the Initial Purchasers hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representative. Notice of
such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. 
 The documents required to
be delivered by this Section 6 will be delivered at the office of counsel for the Initial Purchasers, at 1888 Century Park East, Suite 2100, Los Angeles, California 90067, on the Closing Date. 

7. Reimbursement of Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the
obligations of the Initial Purchasers set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a default by any of the Initial Purchasers, the Company will reimburse the Initial Purchasers severally through the Representative on demand for all reasonable and
documented expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 

8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Initial Purchaser, the directors,
officers, employees, Affiliates and agents of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or
liabilities or actions in respect thereof arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Memorandum, the Final Memorandum, any Issuer Written Information, any General
Solicitation, any document listed on Schedule IV hereto or any other written information used by or on behalf of the Company in connection with the offer or sale of the Securities, or in any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission












 
or alleged omission made in the Preliminary Memorandum, the Final Memorandum, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Initial Purchaser through the Representative specifically for inclusion therein. This indemnity agreement will be in addition to any liability that the Company may otherwise have. 

(b) Each Initial Purchaser severally, and not jointly, agrees to indemnify and hold harmless the Company and its directors and officers, and
each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity to each Initial Purchaser, but only with reference to written information relating to such
Initial Purchaser furnished to the Company by or on behalf of such Initial Purchaser through the Representative specifically for inclusion in the Preliminary Memorandum or the Final Memorandum (or in any amendment or supplement thereto). This
indemnity agreement will be in addition to any liability that any Initial Purchaser may otherwise have. The Company acknowledges that (i) the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and
(ii) under the heading “Plan of Distribution”, the eighth and ninth paragraphs related to covering and stabilizing transactions in the Preliminary Memorandum and the Final Memorandum constitute the only information furnished in
writing by or on behalf of the Initial Purchasers for inclusion in the Preliminary Memorandum or the Final Memorandum or in any amendment or supplement thereto. 

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will
not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and
(ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably concluded upon the advice of counsel that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying
party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the
indemnifying party shall authorize the 











 
indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement, compromise or consent: (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and
(ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. 

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold
harmless an indemnified party for any reason, the Company and, on a several and not joint basis, the Initial Purchasers agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending any loss, claim, damage, liability or action) (collectively “Losses”) to which the Company and one or more of the Initial Purchasers may be subject in such proportion as is appropriate
to reflect the relative benefits received by the Company, on the one hand, and by the Initial Purchasers, on the other, from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any
reason, the Company and, on a several and not joint basis, the Initial Purchasers shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, on the one hand, and the
Initial Purchasers, on the other, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net
proceeds from the offering (before deducting expenses) received by the Company, and benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions set forth in this Agreement. Relative fault
shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company, on the one hand,
or the Initial Purchasers, on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Initial Purchasers agree that it
would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph
(d), in no event shall any Initial Purchaser be required to contribute any amount in excess of the amount by which the total purchase discounts and commissions received by such Initial Purchaser with respect to the offering of the Securities exceeds
the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Initial Purchaser within the
meaning of either the Securities Act or the Exchange Act and each director, officer, employee, Affiliate and agent of an Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each person who controls the Company
within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph
(d). 











 9. Default by an Initial Purchaser. If any one or more Initial Purchasers shall fail
to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining
Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the number of Securities set forth opposite their names on Schedule I hereto bears to the aggregate number of Securities set forth opposite
the names of all the remaining Initial Purchasers on Schedule I hereto) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the number of
Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the number of Securities set forth in Schedule I hereto, the remaining Initial Purchasers shall have the right to purchase all,
but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Initial Purchaser or the
Company. In the event of a default by any Initial Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representative shall determine in order that the required
changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its liability, if any, to the Company or any nondefaulting Initial
Purchaser for damages occasioned by its default hereunder. 
 10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading of the common stock, par value $0.01 per share, of the Company shall
have been suspended on the New York Stock Exchange or any other United States national securities exchange; (ii) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have
been established on such exchange; (iii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities; (iv) there shall have occurred a material disruption in commercial banking or securities
settlement or clearance services; or 
 (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United
States of a national emergency or war or other calamity or crisis, in each case, the effect of which on financial markets is such as to make it, in the sole judgment of the Representative impractical or inadvisable to proceed with the offering, sale
or delivery of the Securities as contemplated in the Disclosure Package and the Final Memorandum (exclusive of any amendment or supplement thereto). 

11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other
statements of the Company and its officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchasers or the
Company or any of the indemnified persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.












 12. Notices. All communications hereunder will be in writing and effective only on
receipt. Notices to the Initial Purchasers shall be given to the representative c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department. Notices to the Company, will be mailed, delivered or
telefaxed to 972-556-6119 and confirmed to it at 6555 Sierra Drive, Irving, Texas 75039, attention of the Legal Department. 

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and
the indemnified persons referred to in Section 8 hereof and their respective successors, and, except as expressly set forth in Section 5(k) hereof, no other person will have any right or obligation hereunder. 

14. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and
the Initial Purchasers, or any of them, with respect to the subject matter hereof. 
 15. Applicable Law. This Agreement, and any
claim, controversy or dispute arising under or related to this Agreement, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 

16. Waiver of Jury Trial. The Company irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial
by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. 
 17. No Fiduciary
Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand,
and the Initial Purchasers and any Affiliate through which any of them may be acting, on the other, (b) each of the Initial Purchasers is acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s
engagement of the Initial Purchasers in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its
own judgments in connection with the offering (irrespective of whether any of the Initial Purchasers has advised or is currently advising the Company or any of its subsidiaries on related or other matters). The Company agrees that it will not claim
that the Initial Purchasers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 

18. Waiver of Tax Confidentiality. Notwithstanding anything herein to the contrary, purchasers of the Securities (and each employee,
representative or other agent of a purchaser) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any transaction contemplated herein and all materials of any kind (including opinions
or other tax analyses) that are provided to the purchasers of the Securities relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable
securities laws. 











 19. Counterparts. This Agreement may be signed in one or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same agreement. 
 20. Headings. The
section headings used herein are for convenience only and shall not affect the construction hereof. 
 21. Recognition of the U.S.
Special Resolution Regimes. 
 (a) In the event that any Initial Purchaser that is a Covered Entity becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer from such Initial Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. 

(b) In the event that any Initial Purchaser that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser becomes subject to a
proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Initial Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. 
 (c) For the
purpose of this Section 21, 
 “BHC Act Affiliate” has the meaning assigned to the term “affiliate”
in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). 
 “Covered Entity” means any of the
following: 
 (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or 

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.
§§ 252.81, 47.2 or 382.1, as applicable. 
 “U.S. Special Resolution Regime” means each of (i) the
Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. 











 If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. 

[Signature Page Follows] 











 
					
	Very truly yours,
	
	VISTRA CORP., as Issuer
		
	By:	 	/s/ Kristopher E. Moldovan
		 	Name: Kristopher E. Moldovan
		 	Title: Senior Vice President and Treasure


 (Signature Page to Purchase Agreement) 











 The foregoing Agreement is hereby 

confirmed and accepted as of the 
 date first above written. 

 

			
	 GOLDMAN SACHS & CO. LLC

		
	By:	 	 /s/ Sam Chaffin

		 	 Name: Sam Chaffin

		 	 Title:   Vice President


 For itself and the other several Initial 

Purchasers named in Schedule I to the 

foregoing Agreement. 
  

(Signature Page to Purchase Agreement) 

. 











 SCHEDULE I 
  

					
	 Initial Purchasers
	  	Number of
Securities	 
	 Goldman Sachs & Co. LLC
	  	 	200,000	 
	 Credit Agricole Securities (USA) Inc.
	  	 	77,500	 
	 Natixis Securities Americas LLC
	  	 	77,500	 
	 Citigroup Global Markets Inc.
	  	 	60,000	 
	 Credit Suisse Securities (USA) LLC
	  	 	60,000	 
	 Barclays Capital Inc.
	  	 	52,500	 
	 BMO Capital Markets Corp.
	  	 	52,500	 
	 BNP Paribas Securities Corp.
	  	 	52,500	 
	 Deutsche Bank Securities Inc.
	  	 	52,500	 
	 J.P. Morgan Securities LLC
	  	 	52,500	 
	 Mizuho Securities USA LLC
	  	 	52,500	 
	 Morgan Stanley & Co. LLC
	  	 	52,500	 
	 MUFG Securities Americas Inc.
	  	 	52,500	 
	 RBC Capital Markets, LLC
	  	 	52,500	 
	 Truist Securities, Inc.
	  	 	52,500	 
	 Total
	  	 	1,000,000	 












 SCHEDULE II 

Vistra Corp. 
 1,000,000
shares of 
 7.0 % Series B Fixed-Rate Reset Cumulative Redeemable Green Perpetual Preferred Stock (Liquidation Preference $1,000 per
Series B Preferred Share) 
 The information in this term sheet supplements Vistra Corp.’s (the “Company”) preliminary offering
memorandum dated December 7, 2021 (the “Preliminary Memorandum”) and supersedes the information in the Preliminary Memorandum to the extent inconsistent with the information in the Preliminary Memorandum. This term sheet is qualified
in its entirety by reference to the Preliminary Memorandum. 
  

			
		
	Issuer	  	Vistra Corp.
		
	Securities Offered	  	7.0% Series B Fixed-Rate Reset Cumulative Redeemable Green Perpetual Preferred Stock (the “Securities”)
		
	Number of Shares Offered	  	1,000,000
		
	Offering Price	  	$1,000 per share ($1,000,000,000 in the aggregate)
		
	Term	  	Perpetual (unless redeemed by the Company as described below under “Optional Redemption”)
		
	Reset Date	  	December 15, 2026 (the “First Reset Date”) and each date falling on the fifth anniversary of the preceding Reset Date
		
	Liquidation Preference	  	$1,000, plus accumulated and unpaid distributions
		
	Dividend Rate	  	The dividend rate on the Securities from and including the date of original issue to, but excluding, the First Reset Date will be 7.0% per annum of the $1,000 liquidation preference per share.
		
		  	On and after the First Reset Date, the dividend rate on the Securities for each period until the next Reset Date will be a per annum rate of the $1,000 liquidation preference equal to the five-year U.S. treasury rate as of the
most recent reset dividend determination date, plus a spread of 5.74% per annum; provided that the five-year U.S. treasury rate for each period will not be lower than 1.26% (the five-year U.S. treasury rate as of the time of determination of the
initial fixed rate on the Trade Date). For more information regarding the determination of the applicable reset rate, see “Description of Series B Preferred Shares—Dividends— Dividend Rate” in the Preliminary
Memorandum.













					
		
	Dividend Record Dates	  	The close of business on the first day of the month in which the applicable dividend payment date occurs.
		
	Dividend Payment Dates	  	Semi-annually in arrears on June 15 and December 15 of each year (or, if such date is not a business day, the immediately succeeding business day), commencing on June 15, 2022.
		
	Redemption at the Option of the Company	  	The Company may, at its option, redeem the Securities:
		
		  	 •  in whole or in part, on one or more occasions, at any time on
or after the First Reset Date at a redemption price payable in cash equal to $1,000 (100% of the liquidation preference) per share;

		
		  	 •  in whole (but not in part) within 120 days after the conclusion
of any review or appeal process instituted by the Company following the occurrence of a Rating Event (as described in the Preliminary Memorandum) at a redemption price payable in cash equal to $1,020 (102% of the liquidation preference of $1,000)
per share;

		
		  	 •  in whole or in part, on one or more occasions, within 120 days
after the occurrence of a Change of Control Trigger Event (as described in the Preliminary Memorandum) at a redemption price payable in cash equal to $1,030 (103.00% of the liquidation preference) per share for a change of control trigger event that
occurs before December 15, 2022, $1,020 (102.00% of the liquidation preference) per share for a change of control trigger event that occurs on or after December 15, 2022 and before December 15, 2023 or $1,010 (101.00% of the
liquidation preference) per share for a change of control trigger event that occurs on or after December 15, 2023 and before December 15, 2026; provided that the if the Company does not exercise its right to redeem following a Change of
Control Trigger Event, the dividend rate will be increased by 5.0%; and

		
		  	 •  in whole or in part, on one or more occasions, within 120 days
of a rejected transaction (as described in the Preliminary Memorandum) at a redemption price payable in cash equal to $1,030 (103.00% of the liquidation preference) per share for a rejected transaction that occurs before December 15, 2022,
$1,020 (102.00% of the liquidation preference) per share for a rejected transaction that occurs on or after December 15, 2022 and before December 15, 2023 or $1,010 (101.00% of the liquidation preference) per share for a rejected
transaction that occurs on or after December 15, 2023 and before December 15, 2026;














			
		
		  	plus, in each case, any accumulated and unpaid dividends (whether or not declared) to, but excluding, the redemption date. For the avoidance of doubt, at any time on or after the First Reset Date, the Company may redeem the
Securities at a redemption price payable in cash equal to $1,000 (100% of the liquidation preference) per share notwithstanding the occurrence of any other event(s) that would give rise to the Company having an option to redeem the Securities at the
applicable redemption price(s) specified herein for such event(s).
		
	Distribution	  	144A/Reg S for life
		
	No Listing	  	The Securities are not expected to be listed on any securities exchange.
		
	Lead Bookrunner	  	Goldman Sachs & Co. LLC
		
	Joint Bookrunners and Inc. Joint Green Framework Structuring Advisors	  	Credit Agricole Securities (USA) Natixis Securities Americas LLC
		
	Joint Bookrunners	  	Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Barclays Capital Inc. BMO Capital Markets Corp. BNP Paribas Securities Corp. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC Morgan
Stanley & Co. LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Truist Securities, Inc.
		
	Trade Date	  	December 7, 2021
		
	Settlement Date	  	December 10, 2021 (T+3)
		
	CUSIP	  	92840M AC6 (Rule 144A) U92266 AB8 (Regulation S)













			
	ISIN	  	US92840MAC64 (Rule 144A)
		  	USU92266AB89 (Regulation S)

 This communication is confidential and is intended for the sole use of the person to whom it is provided by the sender. This
information does not purport to be a complete description of the Securities or the offering. Please refer to the Preliminary Memorandum for a complete description. 

This communication does not constitute an offer to sell or the solicitation of an offer to buy any Securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. 
 These Securities have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), and the rules and regulations promulgated thereunder and may only be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to persons outside the United States in compliance
with Regulation S under the Securities Act. 
 No EEA PRIIPs KID – No EEA PRIIPs key information document (KID) has been prepared as the Securities are
not available to retail in the European Economic Area. 
 No UK PRIIPs KID – No UK PRIIPs key information document (KID) has been prepared as the
Securities are not available to retail in the United Kingdom. 
 This communication may only be communicated or caused to be communicated to persons in the
UK in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply and may be distributed in the UK only to (i) persons who have professional experience in matters relating to investments who fall within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) high net worth entities falling within Article 49(2) (a) to (d) of the Order (all such persons
together being referred to as “Relevant Persons”). Any person who is not a Relevant Person should not act or rely on this communication or any of its contents. 

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. 

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. 











 SCHEDULE III 

Schedule of Written General Solicitation Materials 

None. 











 SCHEDULE IV 
  


	1.	 Investor Presentation of Vistra Corp., dated December 7, 2021 













 ANNEX A 

Significant Subsidiaries 
  

					
	1   	  	Ambit Energy Holdings, LLC
	2   	  	Ambit Holdings, LLC
	3   	  	Ambit Northeast, LLC
	4   	  	Ambit Texas, LLC
	5   	  	Coleto Creek Power, LLC
	6   	  	Comanche Peak Power Company LLC
	7   	  	Crius Energy Corporation
	8   	  	Crius Energy, LLC
	9   	  	Dynegy Coal Holdco, LLC
	10   	  	Dynegy Energy Services (East), LLC
	11   	  	Dynegy Energy Services, LLC
	12   	  	Dynegy Marketing and Trade, LLC
	13   	  	Dynegy Midwest Generation, LLC
	14   	  	Dynegy Resources Generating Holdco, LLC
	15   	  	EquiPower Resources Corp.
	16   	  	Fayette Power Company LLC
	17   	  	Hanging Rock Power Company LLC
	18   	  	Illinois Power Marketing Company
	19   	  	Illinois Power Resources, LLC
	20   	  	IPH, LLC
	21   	  	Kendall Power Company LLC
	22   	  	Kincaid Generation, L.L.C.
	23   	  	La Frontera Holdings, LLC
	24   	  	Luminant Coal Generation LLC
	25   	  	Luminant Commercial Asset Management LLC
	26   	  	Luminant Energy Company LLC
	27   	  	Luminant Generation Company LLC
	28   	  	Luminant Mining Company LLC
	29   	  	Luminant Power LLC
	30   	  	Miami Fort Power Company LLC
	31   	  	Midlothian Energy, LLC
	32   	  	Oak Grove Management Company LLC













			
	33   	  	Ontelaunee Power Operating Company, LLC
	34   	  	Public Power, LLC
	35   	  	Regional Energy Holdings, Inc.
	36   	  	Sithe Energies, Inc.
	37   	  	Sithe Independence Power Partners, L.P.
	38   	  	TriEagle 2, LLC
	39   	  	TriEagle Energy LP
	40   	  	TXU Energy Retail Company LLC
	41   	  	Viridian Energy, LLC
	42   	  	Vistra Asset Company LLC
	43   	  	Vistra Intermediate Company LLC
	44   	  	Vistra Operations Company LLC
	45   	  	Vistra Preferred Inc.
	46   	  	Volt Asset Company, Inc.
	47   	  	Washington Power Generation LLC
	48   	  	Zimmer Power Company LLC












 EXHIBIT A-1 

OPINION AND DISCLOSURE 

LETTER OF SIDLEY AUSTIN LLP 

Based on and subject to the foregoing and the other limitations, qualifications, exceptions and assumptions set forth herein, we are of the
opinion that: 
 (i) The Company is a corporation validly existing and in good standing under the laws of the State of
Delaware. The Company has the corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package (as defined below) and the Offering Memorandum and to execute, deliver and
perform its obligations under the Purchase Agreement. 
 (ii) The Purchase Agreement has been duly authorized, executed and
delivered by the Company. 
 (iii) The Shares have been duly authorized by the Company and, when issued and paid for in
accordance with the Purchase Agreement, will be validly issued, fully paid and nonassessable, and the issuance of such Shares is not subject to preemptive rights of any security holder of the Company arising by operation of the DGCL as currently in
effect or by operation of the restated certificate or bylaws of the Company as currently in effect. 
 (iv) No consent,
approval, authorization or other order of any federal regulatory body, federal administrative agency or other federal governmental body of the United States of America under Applicable Laws for the execution and delivery by the Company of the
Purchase Agreement, as applicable, and the offer and sale of the Shares to the Initial Purchasers as contemplated by the Purchase Agreement. 

(v) The execution and delivery by the Company of the Purchase Agreement, and the offer and sale of the Shares to the Initial
Purchasers pursuant to the Purchase Agreement, do not (a) violate the restated certificate or bylaws of the Company, (b) result in any breach of, or constitute a default under, any of the agreements or instruments listed on Schedule
I hereto or (c) result in a violation by the Company of any of the terms and provisions of any Applicable Laws. 

(vi) The statements in the Preliminary Offering Memorandum and the Offering Memorandum under the caption “Description of
Series B Preferred Shares,” to the extent that such statements purport to describe certain provisions of the Company’s restated certificate or the Certificate of Designations, accurately describe such provisions in all material respects.












 (vii) Assuming (A) the accuracy and performance of, and compliance
with, the representations, warranties and agreements of the Company and the Initial Purchasers set forth in the Purchase Agreement and (B) the accuracy and performance of, and compliance with, the representations, warranties and agreements of
each of the persons to whom the Initial Purchasers initially offer, resell or otherwise transfer the Shares as set forth in the Offering Memorandum under the caption “Notice to Investors,” it is not necessary, in connection with the sale
of the Shares to the Initial Purchasers under the Purchase Agreement or in connection with the initial resale of the Shares by the Initial Purchasers, in each case in the manner contemplated by the Purchase Agreement and the Offering Memorandum, to
register the Shares under the 1933 Act, it being understood that we express no opinion as to any subsequent resale or other transfer of any Shares. 

(viii) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds
thereof as described in the Offering Memorandum, will not be required to be registered as an “investment company” as defined in the 1940 Act. 











 EXHIBIT A-2 

OPINION OF 

VINSON & ELKINS LLP 

Based on such facts and subject to the qualifications, assumptions and limitations set forth herein and in the Preliminary Memorandum and
Final Memorandum, we hereby confirm that the statements in the Preliminary Memorandum and Final Memorandum under the caption “Certain United States Federal Income Tax Considerations,” insofar as such statements purport to constitute
summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, have been reviewed by us and are accurate in all material respects. 











 EXHIBIT B 

OPINION OF VISTRA CORP. 

GENERAL COUNSEL 
 Based on
and subject to the foregoing and the other limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that the Company has an authorized capitalization as set forth in the Preliminary Offering Memorandum and the
Offering Memorandum under the heading “Capitalization” and all of the outstanding shares of capital stock or other equity interests of each of the Company’s subsidiaries have been duly and validly authorized and issued and, in the
case of capital stock, are fully paid and non-assessable. I am also of the opinion that there is no pending or, to my knowledge, threatened action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property that is not adequately disclosed in the Preliminary Offering Memorandum and Offering Memorandum, except in each case for such
proceedings that, if the subject of an unfavorable decision, ruling or finding would not singly or in the aggregate, have a Material Adverse Effect as such term is defined in the Purchase Agreement.