Clearway Energy, Inc. (Form: 10-K, Received: 02/23/2023 17:31:06)

EXECUTION VERSION AMENDED AND RESTATED MASTER SERVICES AGREEMENT by and among CLEARWAY ENERGY GROUP LLC and CLEARWAY ENERGY, INC., CLEARWAY ENERGY LLC and CLEARWAY ENERGY OPERATING LLC collectively, as Manager Dated as of Feb 2, 2023

i 003120-0001-27393923 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION ...............................................................................................1 1.1 Definitions................................................................................................................1 1.2 Headings and Table of Contents ..............................................................................6 1.3 Interpretation ............................................................................................................6 1.4 Service Recipients Third Party Beneficiaries ..........................................................7 1.5 Actions by the Manager or the Service Recipients ..................................................7 ARTICLE 2 APPOINTMENT OF THE MANAGER ...............................................................7 2.1 Appointment and Acceptance ..................................................................................7 2.2 Other Service Recipients..........................................................................................7 2.3 Subcontracting and Other Arrangements .................................................................8 ARTICLE 3 SERVICES AND POWERS OF THE MANAGER .............................................8 3.1 Services ....................................................................................................................8 3.2 Supervision of Manager’s Activities .......................................................................8 3.3 Restrictions on the Manager ....................................................................................8 3.4 Errors and Omissions Insurance ..............................................................................9 ARTICLE 4 RELATIONSHIP BETWEEN THE MANAGER AND THE SERVICE RECIPIENTS .....................................................................................................................9 4.1 Other Activities ........................................................................................................9 4.2 Independent Contractor, No Partnership or Joint Venture.......................................9 ARTICLE 5 MANAGEMENT AND EMPLOYEES .................................................................9 5.1 Management and Employees ...................................................................................9 ARTICLE 6 INFORMATION AND RECORDS .....................................................................10 6.1 Books and Records ................................................................................................10 6.2 Examination of Records by the Service Recipients ...............................................10 6.3 Access to Information by Manager Group.............................................................10 6.4 Additional Information ..........................................................................................11 6.5 Confidential Information .......................................................................................11 ARTICLE 7 FEES AND EXPENSES ........................................................................................12 7.1 Annual Fee .............................................................................................................12 7.2 Computation and Payment of Quarterly Annual Fee .............................................13 7.3 Governmental Charges...........................................................................................13 7.4 Computation and Payment of Governmental Charges...........................................13 ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF THE MANAGER AND THE SERVICE RECIPIENTS .............................................................................14 8.1 Representations and Warranties of the Manager ...................................................14 8.2 Representations and Warranties of the Service Recipients ....................................15

ii 003120-0001-27393923 ARTICLE 9 LIABILITY AND INDEMNIFICATION ...........................................................15 9.1 Indemnity ...............................................................................................................15 9.2 Limitation of Liability............................................................................................17 9.3 Benefit to all Manager Indemnified Parties ...........................................................17 ARTICLE 10 TERM AND TERMINATION ...........................................................................18 10.1 Term .......................................................................................................................18 10.2 Termination by the Service Recipients ..................................................................18 10.3 Termination by the Manager ..................................................................................19 10.4 Survival Upon Termination ...................................................................................19 10.5 Action Upon Termination ......................................................................................19 10.6 Release of Money or other Property Upon Written Request .................................20 ARTICLE 11 ARBITRATION ...................................................................................................20 11.1 Dispute ...................................................................................................................20 11.2 Arbitration ..............................................................................................................20 11.3 Continued Performance .........................................................................................21 11.4 Urgent Relief ..........................................................................................................22 ARTICLE 12 GENERAL PROVISIONS ..................................................................................22 12.1 Amendment, Waiver ..............................................................................................22 12.2 Assignment ............................................................................................................22 12.3 Failure to Pay When Due .......................................................................................23 12.4 Invalidity of Provisions ..........................................................................................23 12.5 Entire Agreement ...................................................................................................23 12.6 Mutual Waiver of Jury Trial ..................................................................................24 12.7 Consent to Jurisdiction ...........................................................................................24 12.8 Governing Law ......................................................................................................24 12.9 Enurement ..............................................................................................................25 12.10 Notices ...................................................................................................................25 12.11 Further Assurances.................................................................................................26 12.12 Counterparts ...........................................................................................................26 Appendices Appendix A Services

1 003120-0001-27393923 AMENDED AND RESTATED MASTER SERVICES AGREEMENT This AMENDED AND RESTATED MASTER SERVICES AGREEMENT is made as of February 2, 2023 (the “Effective Date”), by and among Clearway Energy Group LLC, a Delaware limited liability company (“CEG”), and Clearway Energy, Inc., a Delaware corporation (“CWEN”), Clearway Energy LLC, a Delaware limited liability company (“CE LLC”), and Clearway Energy Operating LLC, a Delaware limited liability company (“CE Op” and together with CWEN and CE LLC, the “Manager”). Each of CEG and Manager is referred to herein as a “Party”, and together as the “Parties”. RECITALS A. CEG directly and indirectly, as applicable, holds interests in the Service Recipients (as defined below). B. CEG wishes to engage the Manager to provide or arrange for other Service Providers (as defined below) to provide the services set forth in this Agreement to the Service Recipients, subject to the terms and conditions of this Agreement, and the Manager wishes to accept such engagement. C. The Parties entered into a Master Services Agreement dated as of August 31, 2018, and wish to amend and restate such Master Services Agreement, as set forth herein. D. CEG and Manager have also entered into an Amended and Restated Master Services Agreement, dated as of the date hereof (the “Corresponding MSA”), pursuant to which CEG has agreed to provide, or cause to be provided, services to Manager on the terms and conditions set forth therein. NOW THEREFORE in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions In this Agreement, except where the context otherwise requires, the following terms will have the following meanings: “AAA” has the meaning assigned thereto in Section 11.2.1. “Acquired Assets” means any renewable infrastructure asset acquired after the date hereof by any member of the CEG Group. “Affiliate” means with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by, or is in common

2 Control with, such Person. “Agreement” means this Amended and Restated Master Services Agreement, and “herein,” “hereof,” “hereby,” “hereunder” and similar expressions refer to this Agreement and include every instrument supplemental or ancillary to this Agreement and, except where the context otherwise requires, not to any particular article or section thereof. “Annual Fee” means (1) for calendar year 2023, $2,225,000, regardless of the amount of MW under construction, and (2) for each calendar year thereafter beginning on January 1st, such amount adjusted as follows: a. The percentage increase or decrease in the Consumer Price Index over the immediately preceding twelve (12) months, as calculated using the Consumer Price Index, “All Urban Consumers; U.S. City Average,” as published by the Bureau of Labor Statistics on the last publication day of the immediately preceding Quarter (e.g., the 1Q 2024 adjustment will be based on the final CPI calculation for 4Q 2023); b. Increased by $750/MW for every incremental MW under construction (“MWUC”) during each of the four quarterly periods during such calendar year. This pricing scaler shall also be increased or decreased by the same Consumer Price Index over the immediately preceding twelve (12) months beginning January 1st, 2024; c. The basis for determining MWUC shall be the public disclosure in CWEN’s quarterly/annual filings; d. This amount will be renegotiated in good faith between the parties in the event that different assets under construction are initiated outside of utility or distributed solar, onshore wind, or batteries (e.g., hydrogen, offshore wind, long-duration storage, etc.). “Arbitration” has the meaning assigned thereto in Section 11.2.1. “Arbitrators” has the meaning assigned thereto in Section 11.2.4. “Board” means the Board of Managers of Zephyr Holdings GP, LLC. “Business” means the business carried on from time to time by the CEG Group. “Business Day” means every day except a Saturday or Sunday, or a legal holiday in the City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. “CE LLC” has the meaning assigned thereto in the preamble. “CE Op” has the meaning assigned thereto in the preamble “Claims” has the meaning

3 assigned thereto in Section 9.1.1. “CEG” has the meaning assigned thereto in the preamble. “CEG Group” means CEG and its direct and indirect Subsidiaries. “Control” or “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise. “Corresponding MSA” has the meaning assigned thereto in the recitals. “Costs” means all costs and expenses incurred by the Manager Group in connection with the provision of the Services. Without limiting the generality of the foregoing, Costs are expected to include, among other things: (a) fees, costs and expenses incurred in connection the calculation and payment of taxes and the preparation and filing of tax returns; (b) fees, costs and expenses in connection with the procurement and allocation of insurance; (c) fees, costs and expenses incurred in connection with acquisition of information technology assets and implementation of information technology systems; and (d) any other fees, costs and expenses incurred by the relevant member of the Manager Group that are reasonably necessary for the performance by the relevant member of the Manager Group of its duties and functions under this Agreement. “CWEN” has the meaning assigned thereto in the preamble. “Dispute” has the meaning assigned thereto in Section 11.1. “Effective Date” has the meaning assigned thereto in the preamble. “Expense Statement” has the meaning assigned thereto in Section 7.4. “GAAP” means generally accepted accounting principles in the United States used by CEG in preparing its financial statements from time to time. “Governing Body” means (i) with respect to a corporation, the board of directors of such corporation, (ii) with respect to a limited liability company, the manager(s) or managing member(s) of such limited liability company, (iii) with respect to a limited partnership, the board, committee or other body of the general partner of such partnership that serves a similar function or the general partner itself (or if any such general partner is itself a limited partnership, the board, committee or other body of such general partner’s general partner that serves a similar function or such general partner’s partner) and (iv) with respect to any other Person, the body of such Person that serves a similar function, and in the case of each of (i) through (iv) includes any committee or other subdivision of such body and any Person to whom such body has delegated any power or authority, including

4 any officer and managing director. “Governing Instruments” means (i) the certificate of incorporation and bylaws in the case of a corporation, (ii) the articles of formation and operating agreement in the case of a limited liability company (iii) the partnership agreement in the case of a partnership, and (iv) any other similar governing document under which an entity was organized, formed or created and/or operates. “Governmental Authority” means any (i) international, national, multinational, federal, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or instrumentality, domestic or foreign, including ISO/RTOs, (ii) self-regulatory organization or stock exchange, (iii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iv) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing. “Governmental Charges” has the meaning assigned thereto in Section 7.3. “Indemnifying Party” means a Person against whom a claim for indemnification is asserted pursuant to Article 9. “Interest Rate” means, for any day, the rate of interest equal to the (a) overnight U.S. dollar London interbank offered rate on such day, and if such rate is unavailable, (b) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York. “ISO/RTO” means an independent electricity system operator, a regional transmission organization, national system operator or any other similar organization overseeing the transmission of energy in any jurisdiction in which the CEG Group owns assets or operates. “Laws” means any and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, principles of common law and equity, rules, regulations and municipal bylaws whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, and awards of any Governmental Authority, and (iii) policies, practices and guidelines of any Governmental Authority which, although not actually having the force of law, are considered by such Governmental Authority as requiring compliance as if having the force of law, and the term “applicable,” with respect to such Laws and in the context that refers to one or more Persons, means such Laws that apply to such Person or Persons or its or their business, undertaking, property or securities at the relevant time and that emanate from a Governmental Authority having jurisdiction over the Person or Persons

5 or its or their business, undertaking, property or securities. “Liabilities” has the meaning assigned thereto in Section 9.1.1. “Manager Group” means the Manager and its direct and indirect Subsidiaries (other than any member of the CEG Group). “Manager Indemnified Parties” has the meaning assigned thereto in Section 9.1.1. “Manager” has the meaning assigned thereto in the preamble. “Operating and Administrative Agreements” means the operating and administrative agreements in effect as of the Effective Date between certain members of the CEG Group and Affiliates of the Manager for such CEG Group members’ operating and administrative needs and, with respect to any Acquired Assets any operating and administrative agreements between any of the Acquired Assets and Affiliates of the Manager for such asset’s operating and administrative needs in effect as of the date of acquisition of the Acquired Asset by a member of the CEG Group. “Operational and Other Services” means any services provided by any member of the Manager Group to any member of the CEG Group, including financial advisory, operations and maintenance, marketing, agency, development, operating management and other services, including services provided under any Operating and Administrative Agreement. “Party” has the meaning assigned thereto in the preamble. “Permit” means any consent, license, approval, registration, permit or other authorization granted by any Governmental Authority. “Person” means any natural person, partnership, limited partnership, limited liability partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), limited liability corporation, unlimited liability company, joint stock company, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or Governmental Authority, authority or entity however designated or constituted and pronouns have a similarly extended meaning. “Quarter” means a calendar quarter ending on the last day of March, June, September or December. “Rules” has the meaning assigned thereto in Section 11.2.1. “Service Providers” means the Manager, any member of the Manager Group and any other entity or individual that the Manager has arranged to provide the Services to any Service Recipient. “Service Recipient” means CEG and its Subsidiaries as of the Effective Date, as well as

6 any other direct and indirect Subsidiary of CEG acquired or formed after the date hereof that receives Services from a Service Provider pursuant to this Agreement. “Services” has the meaning assigned thereto in Section 3.1. “Subsidiary” means, with respect to any Person, (i) any other Person that is directly or indirectly Controlled by such Person, (ii) any trust in which such Person holds all of the beneficial interests or (iii) any partnership, limited liability company or similar entity in which such Person holds all of the interests other than the interests of any general partner, managing member or similar Person. “Third Party Claim” has the meaning assigned thereto in Section 9.1.2. “Transaction Fees” means fees paid or payable by the Service Recipients, which are on market terms, with respect to financial advisory services ordinarily carried out by investment banks in the context of mergers and acquisitions transactions. 1.2 Headings and Table of Contents The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof. 1.3 Interpretation In this Agreement, unless the context otherwise requires: 1.3.1 words importing the singular shall include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders; 1.3.2 the words “include”, “includes”, “including”, or any variations thereof, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement; 1.3.3 references to any Person include such Person’s successors and permitted assigns; 1.3.4 any reference to a statute, regulation, policy, rule or instrument shall include, and shall be deemed to be a reference also to, all amendments made to such statute, regulation, policy, rule or instrument and to any statute, regulation, policy, rule or instrument that may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to; 1.3.5 any reference to this Agreement or any other agreement, document or instrument shall be construed as a reference to this Agreement or, as the case may be, such other agreement, document or instrument as the same may have been, or may from time to time be, amended, varied, replaced, amended and restated, supplemented or otherwise

7 modified; 1.3.6 where a reference in this Agreement is made to a Section or Schedule, such reference shall be to a Section or Schedule to this Agreement unless otherwise indicated; 1.3.7 in the event that any day on which any amount is to be determined or any action is required to be taken hereunder is not a Business Day, then such amount shall be determined or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day; and 1.3.8 except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in U.S. currency. 1.4 Service Recipients Third Party Beneficiaries The Manager agrees that each of the Service Recipients, including any Service Recipient formed or acquired after the Effective Date in accordance with Section 2.2, shall be, and is hereby, named as express third-party beneficiaries of this Agreement entitled to all the benefits conferred under this Agreement. 1.5 Actions by the Manager or the Service Recipients Unless the context requires otherwise, where the consent of or a determination is required by the Manager or Service Recipient hereunder, the Parties shall be entitled to conclusively rely upon it having been given or taken, as applicable, if, the Manager or such Service Recipient, as applicable, has communicated the same in writing. ARTICLE 2 APPOINTMENT OF THE MANAGER 2.1 Appointment and Acceptance 2.1.1 Subject to and in accordance with the terms, conditions and limitations in this Agreement, CEG hereby appoints the Manager to provide or arrange for other Service Providers to provide the Services to the Service Recipients. 2.1.2 The Manager hereby accepts the appointment provided for in Section 2.1.1 and agrees to act in such capacity and to provide or arrange for other Service Providers to provide the Services to the Service Recipients upon the terms, conditions and limitations in this Agreement. 2.2 Other Service Recipients The Parties acknowledge that any Subsidiary of CEG formed or acquired in the future that is not a Service Recipient on the date hereof may become a Service Recipient under this Agreement. In the event that any such addition results in an amendment of the scope of the

8 Services, such amendment shall be effectuated as provided by Section 12.1.1. 2.3 Subcontracting and Other Arrangements The Manager may subcontract to any other member of the Manager Group or any of its Affiliates or arrange for the provision of any or all of the Services to be provided by it under this Agreement by any other member of the Manager Group or any of its Affiliates, and CEG hereby consents to any such subcontracting or arrangement; provided that the Manager shall remain responsible to the Service Recipients for any Services provided by such Person. Any such subcontracting will be subject to the terms of this Agreement and covered by the fees payable under this Agreement. ARTICLE 3 SERVICES AND POWERS OF THE MANAGER 3.1 Services The Manager will provide, or arrange for the provision by other Service Providers of, and will have the exclusive power and authority to provide or arrange for the provision by other Service Providers of, the services set forth on Appendix A, as such Appendix A may be updated from time to time in accordance with this Agreement (the “Services”), to the Service Recipients. 3.2 Supervision of Manager’s Activities The Manager shall, at all times, be subject to the supervision of the relevant Service Recipient’s Governing Body and shall only provide or arrange for the provision of such Services as such Governing Body may request from time to time. 3.3 Restrictions on the Manager 3.3.1 The Manager shall, and shall cause any other Service Provider to, refrain from taking any action that is not in compliance with or would violate any Laws or that otherwise would not be permitted by the Governing Instruments of the Service Recipients. If the Manager or any Service Provider is instructed to take any action that is not in such compliance by a Service Recipient’s Governing Body, such person will promptly notify such Governing Body of its judgment that such action would not comply with or violate any such Laws or otherwise would not be permitted by such Governing Instrument. 3.3.2 In performing its duties under this Agreement, each member of the Manager Group shall be entitled to rely in good faith on qualified experts, professionals and other agents (including on accountants, appraisers, consultants, legal counsel and other professional advisors) and shall be permitted to rely in good faith upon the direction of a Service Recipient’s Governing Body to evidence any approvals or authorizations that are required under this Agreement. All references in this Agreement to the Service Recipients or Governing Body for the purposes of instructions, approvals and requests to

9 the Manager will refer to the Governing Body. 3.4 Errors and Omissions Insurance The Manager shall, and shall cause any other Service Provider to, at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by Persons performing functions that are similar to those performed by the Service Providers under this Agreement with reputable insurance companies and in an amount which is comparable to that which is customarily maintained by such other Persons. In each case, the relevant Service Recipients shall be included as additional insured or loss payees under the relevant policies. ARTICLE 4 RELATIONSHIP BETWEEN THE MANAGER AND THE SERVICE RECIPIENTS 4.1 Other Activities No member of the Manager Group (and no Affiliate, director, officer, member, partner, shareholder or employee of any member of the Manager Group) shall be prohibited from engaging in other business activities or sponsoring, or providing services to, third parties that compete directly or indirectly with the Service Recipients. 4.2 Independent Contractor, No Partnership or Joint Venture The Parties acknowledge that the Manager is providing or arranging for the provision of the Services hereunder as an independent contractor and that the Service Recipients and the Manager are not partners or joint venturers with or agents of each other, and nothing herein will be construed so as to make them partners, joint venturers or agents or impose any liability for that reason on any of them as a result of this Agreement; provided, however, that nothing herein will be construed so as to prohibit the Service Recipients and the Manager from embarking upon an investment together as partners, joint venturers or in any other manner whatsoever. ARTICLE 5 MANAGEMENT AND EMPLOYEES 5.1 Management and Employees 5.1.1 The Manager shall arrange, or shall cause another member of the Manager Group to arrange, for such qualified personnel and support staff to be available to carry out the Services. Such personnel and support staff shall devote such of their time to the provision of the Services to the Service Recipients as the relevant member of the Manager Group reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients. 5.1.2 CEG shall, and shall cause each of the other Service Recipients to, do all things reasonably necessary on its part as requested by any member of the Manager Group

10 consistent with the terms of this Agreement to enable such member of the Manager Group to fulfill its obligations, covenants and responsibilities hereunder, including making available to such member of the Manager Group, and granting such member of the Manager Group access to, the employees and contractors of the Service Recipients as any member of the Manager Group may from time to time reasonably request. 5.1.3 The Manager agrees, and agrees to cause the Manager Group, to exercise the power and discharge the duties conferred under this Agreement honestly and in good faith, and to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Manager shall be responsible for any member of the Manager Group’s failure to exercise such power and duties in accordance with the standards set forth in this Section 5.1.3. ARTICLE 6 INFORMATION AND RECORDS 6.1 Books and Records The Manager shall, or shall cause any other member of the Manager Group to, as applicable, maintain proper books, records and documents on behalf of each Service Recipient, in which complete, true and correct entries, in conformity in all material respects with GAAP and all requirements of applicable Laws, will be made. 6.2 Examination of Records by the Service Recipients Upon reasonable prior notice by the Service Recipients to the relevant member of the Manager Group, the relevant member of the Manager Group will make available to the Service Recipients and their authorized representatives, for examination during normal business hours on any Business Day, all books, records and documents required to be maintained under Section 6.1. In addition, the applicable member of the Manager Group will make available to the Service Recipients or their authorized representatives such financial and operating data in respect of the performance of the Services under this Agreement as may be in existence and as the Service Recipients or their authorized representatives will from time to time reasonably request, including for the purposes of conducting any audit in respect of expenses of the Service Recipients or other matters necessary or advisable to be audited in order to conduct an audit of the financial affairs of the Service Recipients. Any examination of records will be conducted in a manner which will not unduly interfere with the conduct of the business of any member of the Manager Group in the ordinary course. 6.3 Access to Information by Manager Group 6.3.1 CEG shall, and shall cause the other Service Recipients to: 6.3.1.1 grant, or cause to be granted, to the Manager Group full access to all documentation and information reasonably necessary in order for the Manager Group to perform its obligations, covenants and responsibilities pursuant to the

11 terms hereof and to enable the Manager Group to provide the Services; and 6.3.1.2 provide, or cause to be provided, all documentation and information as may be reasonably requested by any member of the Manager Group, and promptly notify the appropriate member of the Manager Group of any material facts or information of which the Service Recipients are aware, including any known, pending or threatened suits, actions, claims, proceedings or orders by or against any member of the CEG Group before any Governmental Authority, that may affect the performance of the obligations, covenants or responsibilities of the Manager Group pursuant to this Agreement, including maintenance of proper financial records. 6.4 Additional Information The Parties acknowledge and agree that conducting the activities and providing the Services contemplated herein may have the incidental effect of providing additional information which may be utilized with respect to, or may augment the value of, business interests and related assets in which any of the Service Providers or any of its Affiliates has an interest and that, subject to compliance with this Agreement, none of the Service Providers or any of their respective Affiliates will be liable to account to the Service Recipients with respect to such activities or results; provided, however, that the relevant Service Provider will not (and will cause its Affiliates not to), in making any use of such additional information, do so in any manner that the relevant Service Provider or its Affiliates knows, or ought reasonably to know, would cause or result in a breach of any confidentiality provision of agreements to which any Service Recipient is a party or is bound. 6.5 Confidential Information Manager shall not, and shall cause the other members of the Management Group not to, without the prior written consent of CEG, publicly disclose any information it may have or obtain, in Manager’s capacity as a manager under this Agreement, concerning the Service Recipients and their respective assets, business, operations or prospects (the “Confidential Information”); provided, however, that Confidential Information shall not include information that (a) becomes generally available to the public other than as a result of a disclosure by a member of the Manager Group or any of its directors, officers, agents, or other representatives, (b) becomes available to a member of the Manager Group or any of its directors, officers, agents, or other representatives on a nonconfidential basis prior to its disclosure by the Service Recipients or their respective Affiliates, or their respective directors, officers, agents, or other representatives (and is not received in any other capacity of the members of the Manager Group) or (c) is required or requested to be disclosed by a member of the Manager Group as a result of any applicable legal or regulatory requirement or rule or regulation of any stock exchange, or other regulatory authority having jurisdiction over such member of the Manager Group. Notwithstanding the foregoing, the members of the Manager Group may disclose Confidential Information received by them to their employees, consultants, legal counsel, or other agents involved in providing services under this Agreement; provided, that Manager informs each such Person who has access to the Confidential Information of the confidential nature of such Confidential Information, the terms of this Agreement, and that such terms apply to them. If any

12 member of the Manager Group is required to disclose information pursuant to clause (c) or (d) above, such member of the Manager Group will provide CEG with prompt written notice so that CEG may seek a protective order or other appropriate remedy or waive compliance with the non- disclosure provisions of this Section 6.5 with respect to the information required to be disclosed. If such protective order or other remedy is not obtained, Manager will furnish only that portion of such information that counsel advises is legally required to be furnished and will exercise reasonable efforts, at CEG’s expense, to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything contained in this Agreement to the contrary, the obligations of Manager set forth in this Section 6.5 shall survive any termination of this Agreement for a period of 12 months after such termination. ARTICLE 7 FEES AND EXPENSES 7.1 Annual Fee 7.1.1 CEG, on behalf of the Service Recipients, hereby agrees to pay, during the term of this Agreement, the Annual Fee. The Annual Fee shall be pro-rated and paid quarterly in arrears. 7.1.2 The Annual Fee will not be reduced by the amount of (i) any fees for Operational and Other Services that are paid or payable by any member of the CEG Group to any member of the Manager Group under a separate agreement or (ii) any Transaction Fees. 7.1.3 Notwithstanding Section 7.1.2, the Annual Fee will be offset against the Annual Fee (as defined in the Corresponding MSA) payable under the Corresponding MSA. 7.1.4 The Parties shall renegotiate the Annual Fee, as well as the Annual Fee (as defined in the Corresponding MSA) upon any of the following events (each, a “Transformational Event”): 7.1.4.1 If CEG or the Manager enters or exits a material business segment (e.g., solar, wind, conventional) that, in the reasonable opinion of the CEO of both CEG and the Manager, would have a material impact on either party on providing those services; 7.1.4.2 If CEG or the Manager enters into a transformative transaction, as defined by a platform acquisition, in the reasonable opinion of the CEO of both CEG and the Manager, would have a material impact on either party on providing those services; 7.1.4.3 If there are additional material modifications such as regulatory changes or pressures on public company auditing or reporting requiring CEG or the Manager to change their services listed in Appendix A (e.g., additional actions across cybersecurity or emissions reporting); or

13 7.1.4.4 If there are additional requests from sponsors requiring CEG or the Manager to change their services listed in Appendix A (e.g., changes in IFRS requirements). In the case of a Transformational Event, the CEOs of the Manager and CEG (or their appointed designees) shall renegotiate in good faith and on commercially reasonable terms over a period of 60 days after closing, the Net Fees Due taking into account: i) market prices to provide such Services; ii) facts and circumstances related to the new state of the business. 7.2 Computation and Payment of Quarterly Annual Fee Following the end of each Quarter, Manager shall prepare and deliver to CEG the accrued quarterly installment of the Annual Fee for such Quarter. CEG will, subject to any offset as contemplated by Section 7.1.3, pay the quarterly installment of the Annual Fee for each Quarter as soon as practicable following the end of the Quarter with respect to which such payment is due, but in any event no later than 30 days following the end of such Quarter. 7.3 Governmental Charges CEG, on behalf of the Service Recipients, shall pay or reimburse the relevant member of the Manager Group for all sales taxes, use taxes, value added taxes, withholding taxes or other similar taxes, customs duties or other governmental charges (“Governmental Charges”) that are levied or imposed by any Governmental Authority on such member of the Manager Group by reason of the provision of the Services by such member of the Manager Group in connection with this Agreement or any other agreement contemplated by this Agreement, or the fees or other amounts payable in connection therewith, except for any income taxes, corporation taxes, capital taxes or other similar taxes payable by any member of the Manager Group which are personal to such member of the Manager Group. Any failure by any member of the Manager Group to collect monies on account of these Governmental Charges shall not constitute a waiver of the right to do so. Governmental Charges will be offset against Governmental Charges (as defined in the Corresponding MSA) payable under the Corresponding MSA. 7.4 Computation and Payment of Governmental Charges From time to time the Manager shall, or shall cause the other Service Providers to, prepare statements (each an “Expense Statement”) documenting the Governmental Charges to be reimbursed pursuant to this Article 7 and shall deliver such statements to the relevant Service Recipient. All Governmental Charges reimbursable pursuant to this Article 7 shall, subject to any offset as contemplated by Section 7.3, be reimbursed by CEG, on behalf of the Service Recipients, no later than the date which is 30 days after receipt of an Expense Statement. The provisions of this Section 7.4 shall survive the termination of this Agreement. 7.5 Exclusions from the Annual Fee The Annual Fee does not cover: 7.5.1 [Reserved.]

14 7.5.2 costs for the benefit of CEG only (as such costs will be charged directly to CEG); or 7.5.3 expansion of scope/materials required that differ from 2022 due to requirements from sponsors for new systems/information that pertain to CEG’s business, etc. ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF THE MANAGER AND THE SERVICE RECIPIENTS 8.1 Representations and Warranties of the Manager The Manager hereby represents and warrants to the Service Recipients that: 8.1.1 it is validly organized and existing under the laws of the State of Delaware; 8.1.2 it, or any another Service Provider, as applicable, holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager; 8.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 8.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies,

15 whether such principles are considered in a proceeding at law or in equity. 8.2 Representations and Warranties of the Service Recipients CEG hereby represents and warrants, on its behalf and on behalf of each of the other Service Recipients, to the Manager that: 8.2.1 it is validly organized and existing under the Laws governing its formation and organization; 8.2.2 it, or the relevant Service Recipient, holds such Permits necessary to own and operate the projects and entities that it directly or indirectly owns or operates from time to time and is not aware of any reason why such Permits might be cancelled; 8.2.3 it has the power, capacity and authority to enter into this Agreement and to perform its duties and obligations hereunder; 8.2.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 8.2.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Service Recipients as a whole; 8.2.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 8.2.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally; and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity. ARTICLE 9 LIABILITY AND INDEMNIFICATION 9.1 Indemnity 9.1.1 CEG hereby agrees, to the fullest extent permitted by applicable Laws, to indemnify and hold harmless, and to cause each other Service Recipient to indemnify and hold harmless, each member of the Manager Group, any of its Affiliates (other than any

16 member of the CEG Group) and any directors, officers, agents, members, partners, stockholders and employees and other representatives of each of the foregoing (each, a ”Manager Indemnified Party”) from and against any claims, liabilities, losses, damages (but expressly excluding any consequential damages that were not reasonably foreseeable and punitive damages, except to the extent awarded in a final judgment in respect of a Third Party Claim), costs or expenses (including legal fees) (“Liabilities”) incurred by them or threatened in connection with any and all actions, suits, investigations, proceedings or claims of any kind whatsoever, whether arising under statute or action of a Governmental Authority or otherwise or in connection with the business, investments and activities of the Service Recipients in respect of or arising from this Agreement or the Services provided hereunder (“Claims”), including any Claims arising on account of the Governmental Charges contemplated by Section 7.3; provided, that no Manager Indemnified Party shall be so indemnified with respect to any Claim to the extent that such Claim is finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction, or pursuant to a settlement agreement agreed to by such Manager Indemnified Party, to have resulted from such Manager Indemnified Party’s bad faith, fraud, willful misconduct or gross negligence or, in the case of a criminal matter, conduct undertaken with knowledge that the conduct was unlawful. 9.1.2 If any action, suit, investigation, proceeding or claim is made or brought by any third party with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement (a “Third Party Claim”), the Manager Indemnified Party will have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel, as well as the reasonable costs (excluding an amount reimbursed to such Manager Indemnified Party for the time spent in connection therewith) and out-of-pocket expenses incurred in connection therewith will be paid by the Indemnifying Party in such case, as incurred but subject to recoupment by the Indemnifying Party if ultimately it is not liable to pay indemnification hereunder. 9.1.3 The Manager Indemnified Party and the Indemnifying Party agree that, promptly after the receipt of notice of the commencement of any Third Party Claim, the Manager Indemnified Party will notify the Indemnifying Party in writing of the commencement of such Third Party Claim (provided, that any accidental failure to provide any such notice will not prejudice the right of any such Manager Indemnified Party hereunder) and, throughout the course of such Third Party Claim, such Manager Indemnified Party will use its reasonable best efforts to provide copies of all relevant documentation to such Indemnifying Party, and to keep the Indemnifying Party apprised of the progress thereof, and to discuss with the Indemnifying Party all significant actions proposed. 9.1.4 The Parties expressly acknowledge and agree that the right to indemnity provided in this Section 9.1 shall be in addition to and not in derogation of any other liability which the Indemnifying Party in any particular case may have or of any other right to indemnity or contribution which any Manager Indemnified Party may have by statute or otherwise at law. 9.1.5 The indemnity provided in this Section 9.1 shall survive the completion of

17 Services rendered under, or any termination or purported termination of, this Agreement. 9.2 Limitation of Liability 9.2.1 The Manager assumes no responsibility under this Agreement other than to render the Services in good faith and will not be responsible for any action of a Service Recipient’s Governing Body in following or declining to follow any advice or recommendations of the relevant Service Provider. 9.2.2 The Service Recipients hereby agree that no Manager Indemnified Party will be liable to a Service Recipient, a Service Recipient’s Governing Body (including, for greater certainty, a director or officer of a Service Recipient or another individual with similar function or capacity) or any security holder or partner of a Service Recipient for any Liabilities that may occur as a result of any acts or omissions by the Manager Indemnified Party pursuant to or in accordance with this Agreement, except to the extent that such Liabilities are finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction to have resulted from the Manager Indemnified Party’s bad faith, fraud, willful misconduct or gross negligence, or in the case of a criminal matter, conduct undertaken with knowledge that the conduct was unlawful. 9.2.3 The maximum amount of the aggregate liability of the Manager Indemnified Parties pursuant to this Agreement will be equal to the amounts previously payable (not taking into account any offset contemplated by Article 7) in respect of Services pursuant to this Agreement in the two most recent calendar years by the Service Recipients pursuant to Article 7. 9.2.4 For the avoidance of doubt, the provisions of this Section 9.2 shall survive the completion of the Services rendered under, or any termination or purported termination of, this Agreement. 9.3 Benefit to all Manager Indemnified Parties 9.3.1 CEG on behalf of itself and the other Service Recipients, hereby constitute the Manager as trustee for each of the Manager Indemnified Parties of the covenants of the Service Recipients under this Article 9 with respect to such Manager Indemnified Parties and the Manager hereby accepts such trust and agrees to hold and enforce such covenants on behalf of the Manager Indemnified Parties. 9.3.2 The Manager hereby constitutes the Service Recipients as trustees for each Service Recipient’s Governing Body (including, for greater certainty, a director or officer of a Service Recipient or another individual with similar function or capacity) or any security holder or partner of a Service Recipient, of the covenants of the Manager under this Article 9 with respect to such parties and the Service Recipients hereby accept such trust and agree to hold and enforce such covenants on behalf of such parties. ARTICLE 10

18 TERM AND TERMINATION 10.1 Term This Agreement shall continue in full force and effect in perpetuity until terminated in accordance with Section 10.2, Section 10.3 or Section 12.1.1. 10.2 Termination by the Service Recipients 10.2.1 CEG, on behalf of the Service Recipients, may, subject to Section 10.2.2, terminate this Agreement effective upon 30 days’ prior written notice of termination to the Manager without payment of any termination fee if: 10.2.1.1 any member of the Manager Group defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period; 10.2.1.2 any member of the Manager Group engages in fraud, misappropriation of funds or embezzlement against any Service Recipient; 10.2.1.3 any member of the Manager Group is grossly negligent in the performance of its obligations under this Agreement, and such gross negligence results in material harm to the Service Recipients; 10.2.1.4 the Manager or CEG makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency. 10.2.2 This Agreement may only be terminated pursuant to Section 10.2.1 above by CEG with the prior approval of a majority of the members of the Board. 10.2.3 This Agreement may also be terminated by CEG pursuant to Section 12.1.1 with the prior approval of a majority of the members of the Board. 10.2.4 CEG hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance of any of their Subsidiaries or the Business or any investment made by any member of the CEG Group on the

19 recommendation of any member of the Manager Group. 10.3 Termination by the Manager 10.3.1 The Manager may terminate this Agreement effective upon 180 days’ prior written notice of termination to CEG without payment of any termination fee if: 10.3.1.1 any Service Recipient defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Manager and such default continues for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period; or 10.3.1.2 any Service Recipient makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency. 10.4 Survival Upon Termination If this Agreement is terminated pursuant to this Article 10 or Article 12, such termination will be without any further liability or obligation of any Party, except as provided in Section 1.3, Section 6.4, Section 6.5, Article 9, this Section 10.4, Section 10.6, Article 11, Section 12.3, Section 12.4, Section 12.5, Section 12.6, Section 12.7, Section 12.8, Section 12.9 and Section 12.10. 10.5 Action Upon Termination 10.5.1 From and after the effective date of the termination of this Agreement, the Manager shall not be entitled to receive the Annual Fee for further Services under this Agreement, but will be paid all compensation accruing to and including the date of termination (including such day). 10.5.2 Upon any termination of this Agreement, the Manager shall promptly: 10.5.2.1 after deducting any accrued compensation and reimbursements to which it is then entitled, pay to the Service Recipients all money collected and held for the account of the Service Recipients pursuant to this Agreement; 10.5.2.2 deliver to the Service Recipients’ Governing Bodies a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting

20 furnished to the Governing Bodies with respect to the Service Recipients; and 10.5.2.3 deliver to the Service Recipients’ Governing Bodies all property and documents of the Service Recipients then in the custody of the Manager Group. 10.6 Release of Money or other Property Upon Written Request The Manager hereby agrees that any money or other property of the Service Recipients or their Subsidiaries held by the Manager Group under this Agreement shall be held by the relevant member of the Manager Group as custodian for such Person, and the relevant member of the Manager Group’s records shall be appropriately marked clearly to reflect the ownership of such money or other property by such Person. Upon the receipt by the relevant member of the Manager Group of a written request signed by a duly authorized representative of a Service Recipient requesting the relevant member of the Manager Group to release to the Service Recipient any money or other property then held by the relevant member of the Manager Group for the account of such Service Recipient under this Agreement, the relevant member of the Manager Group shall release such money or other property to the Service Recipient promptly, but in no event later than 7 days following such request. The relevant member of the Manager Group shall not be liable to any Service Recipient, a Service Recipient’s Governing Body or any other Person for any acts performed or omissions to act by a Service Recipient in connection with the money or other property released to the Service Recipient in accordance with the second sentence of this Section 10.6. Each Service Recipient shall indemnify and hold harmless the relevant member of the Manager Group, any of its Affiliates (other than any member of the CEG Group) and any directors, officers, agents, members, partners, shareholders and employees and other representatives of each of the foregoing from and against any and all Liabilities which arise in connection with the relevant member of the Manager Group’s release of such money or other property to such Service Recipient in accordance with the terms of this Section 10.6. Indemnification pursuant to this provision shall be in addition to any right of such Persons to indemnification under Section 10.1. For the avoidance of doubt, the provisions of this Section 10.6 shall survive termination of this Agreement. The Service Recipients hereby constitute the Manager as trustee for each Person entitled to indemnification pursuant to this Section 10.6 of the covenants of the Service Recipients under this Section 10.6 with respect to such Persons and the Manager hereby accepts such trust and agrees to hold and enforce such covenants on behalf of such Persons. ARTICLE 11 ARBITRATION 11.1 Dispute Any dispute or disagreement of any kind or nature between the Parties arising out of or in connection with this Agreement (a “Dispute”) shall be resolved in accordance with this Article 11. 11.2 Arbitration 11.2.1 Any Dispute shall be submitted to arbitration (the “Arbitration”) by three (3) Arbitrators pursuant to the procedure set forth in this Section 11.2 and pursuant to the

21 then current Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”). If the provisions of this Section 11.2 are inconsistent with the provisions of the Rules and to the extent of such inconsistency, the provisions of this Section 11.2 shall prevail in any Arbitration. 11.2.2 Any Party may make a demand for Arbitration by sending a notice in writing to any other Party, setting forth the nature of the Dispute, the amount involved and the name of one arbitrator appointed by such Party. The demand for Arbitration shall be made no later than thirty (30) days after the event giving rise to the Dispute. 11.2.3 Within thirty (30) days after any demand for Arbitration under Section 11.2.2, the other Party shall send a responding statement, which shall contain the name of one arbitrator appointed by the responding Party. 11.2.4 Within thirty (30) days of the appointment of the second arbitrator, the two party-appointed arbitrators shall appoint the third arbitrator, who shall act as the chair of the arbitration panel. The third arbitrator shall be appointed from the AAA National Roster (collectively with the two party-appointed arbitrators, the “Arbitrators”). 11.2.5 In connection with any Arbitration, the Arbitrators shall allow reasonable requests for (i) the production of documents relevant to the dispute and (ii) taking of depositions. 11.2.6 The seat of the arbitration will be the State of Delaware and the language of the arbitration will be English. The Arbitration hearings shall be held in a location in the State of Delaware specified in the demand for Arbitration and shall commence no later than thirty (30) days after the determination of the Arbitrator under Section 11.2.4. 11.2.7 The decision of the Arbitrators shall be made not later than sixty (60) days after its appointment. The decision of the Arbitrators shall be final without appeal and binding on the Parties, and may be enforced in any court of competent jurisdiction. 11.2.8 Each Party involved in the Dispute shall bear the costs and expenses of all lawyers, consultants, advisors, witnesses and employees retained by it in any Arbitration. The expenses of the Arbitrators shall be paid equally by the Parties unless the Arbitrators otherwise provides in its award. 11.2.9 Notwithstanding any conflicting choice of law provisions in this Agreement or any applicable principles of conflicts of law, the arbitration provisions set forth herein, and any Arbitration conducted hereunder, shall be governed exclusively by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. 11.2.10 Judgment on the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 11.3 Continued Performance During the conduct of Dispute resolution procedures pursuant to this Article 11, the Parties shall continue to perform their respective obligations under this Agreement and neither

22 Party shall exercise any other remedies to resolve a Dispute. 11.4 Urgent Relief Nothing in this Article 11 will prejudice the right of a Party to seek urgent injunctive or declaratory relief from a court pursuant to Section 12.8.2. ARTICLE 12 GENERAL PROVISIONS 12.1 Amendment, Waiver 12.1.1 CEG is entitled to amend the scope of the Services, including by reducing the number of Service Recipients or the nature or description of the Services or otherwise, by providing 90 days’ prior written notice to the Manager; provided, however, that CEG may not increase the scope of the Services without the Manager’s prior written consent (not to be unreasonably withheld, conditioned or delayed); provided, further, however, that prior to such modification, CEG and the Manager shall agree in writing to any modification of the Annual Fee resulting from such change in scope. Subject to Section 10.2.3, in the event that CEG and the Manager are unable to agree on a modified Annual Fee, CEG may terminate this Agreement after the end of such 90-day period by providing 30 days’ prior written notice to the Manager. Notwithstanding the notice period set forth in this Section 12.1.1, in the event of an assignment pursuant to Section 12.2.1(ii) below, CEG may amend the scope of Services as set forth in this Section 12.1.1 by providing 30 days’ prior written notice to the Manager. 12.1.2 Except as expressly provided in this Agreement, no amendment or waiver of this Agreement, except pursuant to the first sentence of Section 12.1.1 above, will be binding unless the prior approval of a majority of the members of the Board is obtained and the amendment or waiver is executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right. 12.2 Assignment 12.2.1 This Agreement shall not be assigned by the Manager without the prior written consent of CEG, except (i) pursuant to Section 2.3, (ii) in the case of assignment to a Person that is the Manager’s successor by merger, consolidation or purchase of assets, in which case the successor shall be bound under this Agreement and by the terms of the assignment in the same manner as the Manager is bound under this Agreement or (iii) to an Affiliate of the Manager or a Person that is, in the reasonable and good faith determination of the Board, an experienced and reputable manager, in which case the Affiliate or assignee shall be bound under this Agreement and by the terms of the assignment in the same manner as the Manager is bound under this Agreement. In

23 addition, provided, that the Manager provides prior written notice to the Service Recipients for informational purposes only, nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer or assignment of the Manager’ rights under this Agreement, including any amounts payable to the Manager under this Agreement, to a bona fide lender as security. 12.2.2 This Agreement shall not be assigned by any of the Service Recipients without the prior written consent of the Manager, except in the case of assignment by any such Service Recipient to a Person that is its successor by merger, consolidation or purchase of assets, in which case the successor shall be bound under this Agreement and by the terms of the assignment in the same manner as such Service Recipient is bound under this Agreement. 12.2.3 Any purported assignment of this Agreement in violation of this Article 12 shall be null and void. 12.3 Failure to Pay When Due Any amount payable by any Service Recipient to any member of the Manager Group hereunder which is not remitted when so due will remain due (whether on demand or otherwise) and interest will accrue on such overdue amounts (both before and after judgment) at a rate per annum equal to the Interest Rate. 12.4 Invalidity of Provisions Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the Parties waive any provision of law which renders any provision of this Agreement invalid or unenforceable in any respect. The Parties will engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces. 12.5 Entire Agreement This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this Agreement, by any Party or its directors, officers, employees or agents, to any other Party or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement, and none of the Parties has been induced to enter into this Agreement by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any such warranty, representation,

24 opinion, advice or assertion of fact, except to the extent contemplated above. For the avoidance of doubt, nothing in this Agreement should be construed or interpreted as an amendment, modification or termination of, or conflict with, any of the Operating and Administrative Agreements. Each such agreement, and all its terms, including payments to be made thereunder, shall survive the entry into this Agreement and shall terminate in accordance with its terms. 12.6 Mutual Waiver of Jury Trial AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY. 12.7 Consent to Jurisdiction EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE DELAWARE COURT OF CHANCERY OR, TO THE EXTENT SUCH COURT DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING TO ENFORCE THE ARBITRATION PROVISION IN ARTICLE 11 OR TO SPECIFICALLY ENFORCE THE TERMS OF THIS AGREEMENT PURSUANT TO SECTION 12.8.2. THE DECISION IN ANY ARBITRATION SHALL BE FINAL AND BINDING AND MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IF ANY PARTY FAILS TO APPEAR AT ANY PROPERLY NOTICED ARBITRATION PROCEEDING, AN AWARD MAY BE ENTERED AGAINST THAT PARTY IN A COURT HAVING JURISDICTION THEREOF. 12.8 Governing Law 12.8.1 The internal law of the State of Delaware will govern and be used to construe this Agreement without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. 12.8.2 The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement and the transactions contemplated hereby were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and the transactions contemplated hereby and to enforce specifically the terms and provisions of this Agreement and the transactions contemplated hereby in the courts of Delaware, this being in addition to any other remedy

25 to which such Party is entitled at law or in equity. 12.9 Enurement This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. 12.10 Notices Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; but if not, then on the next Business Day, (iii) one Business Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three Business Days after it is mailed to the recipient by first class mail, return receipt requested. Such notices, demands and other communications shall be sent to the addresses specified below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any Party may change such Party’s address for receipt of notice by giving prior written notice of the change to the sending Party as provided herein. Notices and other communications will be addressed as follows: If to the Service Recipients: Clearway Energy Group LLC 100 California Street Fourth Floor San Francisco, CA 94111 Attn: Alicia Stevenson Email: Alicia.stevenson@clearwayenergy.com With a copy (which shall not constitute notice) to: Clearway Energy Group LLC 5780 Fleet Street Suite 130 Carlsbad, CA 92008 Attn: General Counsel Email: legalnotices@clearwayenergy.com If to the Manager: Clearway Energy, Inc. 300 Carnegie Center, Suite 300 Princeton, NJ 08540 Attn: Christopher Sotos, President and Chief Executive Officer Email: christopher.sotos@clearwayenergy.com ogc@clearwayenergy.com

26 12.11 Further Assurances Each of the Parties will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other Party may reasonably require from time to time for the purpose of giving effect to this Agreement and will use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement. 12.12 Counterparts This Agreement may be signed in counterparts and each of such counterparts will constitute an original document and such counterparts, taken together, will constitute one and the same instrument. (Signature pages follow)

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. CLEARWAY ENERGY GROUP LLC By: Name: Craig Cornelius Title: Chief Executive Officer

CLEARWAY ENERGY, INC., as Manager By: Name: Christopher Sotos Title: President & CEO CLEARWAY ENERGY LLC, as Manager By: Name: Christopher Sotos Title: President & CEO CLEARWAY ENERGY OPERATING LLC, as Manager By: Name: Christopher Sotos Title: President & CEO

APPENDIX A Accounting including corporate accounting, derivatives, technical research, financial reporting and consolidation; Internal audit support including SOX support and oversight of internal functional audits; Legal support including subsidiary management; Tax matters including partnership tax, income tax, planning, compliance, structuring and tax accounting; Treasury operations matters including cash management and debt compliance.

EXECUTION VERSION 003120-0001-26804205 AMENDED AND RESTATED MASTER SERVICES AGREEMENT by and among CLEARWAY ENERGY, INC., CLEARWAY ENERGY LLC, CLEARWAY ENERGY OPERATING LLC and CLEARWAY ENERGY GROUP LLC as Manager Dated as of Feb 2, 2023

i 003120-0001-26804205 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION ...............................................................................................1 1.1 Definitions................................................................................................................1 1.2 Headings and Table of Contents ..............................................................................6 1.3 Interpretation ............................................................................................................6 1.4 Service Recipients Third Party Beneficiaries ..........................................................7 1.5 Actions by the Manager or the Service Recipients ..................................................7 ARTICLE 2 APPOINTMENT OF THE MANAGER ...............................................................7 2.1 Appointment and Acceptance ..................................................................................7 2.2 Other Service Recipients..........................................................................................7 2.3 Subcontracting and Other Arrangements .................................................................7 ARTICLE 3 SERVICES AND POWERS OF THE MANAGER .............................................8 3.1 Services ....................................................................................................................8 3.2 Supervision of Manager’s Activities .......................................................................8 3.3 Restrictions on the Manager ....................................................................................8 3.4 Errors and Omissions Insurance ..............................................................................8 ARTICLE 4 RELATIONSHIP BETWEEN THE MANAGER AND THE SERVICE RECIPIENTS .....................................................................................................................9 4.1 Other Activities ........................................................................................................9 4.2 Independent Contractor, No Partnership or Joint Venture.......................................9 ARTICLE 5 MANAGEMENT AND EMPLOYEES .................................................................9 5.1 Management and Employees ...................................................................................9 ARTICLE 6 INFORMATION AND RECORDS .....................................................................10 6.1 Books and Records ................................................................................................10 6.2 Examination of Records by the Service Recipients ...............................................10 6.3 Access to Information by Manager Group.............................................................10 6.4 Additional Information ..........................................................................................11 6.5 Confidential Information .......................................................................................11 ARTICLE 7 FEES AND EXPENSES ........................................................................................12 7.1 Annual Fee .............................................................................................................12 7.2 Computation and Payment of Quarterly Annual Fee .............................................13 7.3 Governmental Charges...........................................................................................13 7.4 Computation and Payment of Governmental Charges...........................................13 ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF THE MANAGER AND THE SERVICE RECIPIENTS .............................................................................14 8.1 Representations and Warranties of the Manager ...................................................14 8.2 Representations and Warranties of the Service Recipients ....................................15

ii 003120-0001-26804205 ARTICLE 9 LIABILITY AND INDEMNIFICATION ...........................................................15 9.1 Indemnity ...............................................................................................................15 9.2 Limitation of Liability............................................................................................17 9.3 Benefit to all Manager Indemnified Parties ...........................................................17 ARTICLE 10 TERM AND TERMINATION ...........................................................................18 10.1 Term .......................................................................................................................18 10.2 Termination by the Service Recipients ..................................................................18 10.3 Termination by the Manager ..................................................................................19 10.4 Survival Upon Termination ...................................................................................19 10.5 Action Upon Termination ......................................................................................19 10.6 Release of Money or other Property Upon Written Request .................................20 ARTICLE 11 ARBITRATION ...................................................................................................20 11.1 Dispute ...................................................................................................................20 11.2 Arbitration ..............................................................................................................20 11.3 Continued Performance .........................................................................................21 11.4 Urgent Relief ..........................................................................................................22 ARTICLE 12 GENERAL PROVISIONS ..................................................................................22 12.1 Amendment, Waiver ..............................................................................................22 12.2 Assignment ............................................................................................................22 12.3 Failure to Pay When Due .......................................................................................23 12.4 Invalidity of Provisions ..........................................................................................23 12.5 Entire Agreement ...................................................................................................23 12.6 Mutual Waiver of Jury Trial ..................................................................................24 12.7 Consent to Jurisdiction ...........................................................................................24 12.8 Governing Law ......................................................................................................24 12.9 Enurement ..............................................................................................................24 12.10 Notices ...................................................................................................................25 12.11 Further Assurances.................................................................................................25 12.12 Counterparts ...........................................................................................................26 Appendices Appendix A Services

1 003120-0001-26804205 AMENDED AND RESTATED MASTER SERVICES AGREEMENT This AMENDED AND RESTATED MASTER SERVICES AGREEMENT is made as of February 2, 2023 (the “Effective Date”), by and among Clearway Energy, Inc., a Delaware corporation (“CWEN”), Clearway Energy LLC, a Delaware limited liability company (“CE LLC”), Clearway Energy Operating LLC, a Delaware limited liability company (“CE Op”), and Clearway Energy Group LLC, a Delaware limited liability company (the “Manager”). Each of CWEN, CE LLC, CE Op and the Manager is referred to herein as a “Party”, and together as the “Parties”. RECITALS A. CWEN, CE LLC and CE Op directly and indirectly, as applicable, hold interests in the Service Recipients (as defined below). B. CWEN, CE LLC and CE Op wish to engage the Manager to provide or arrange for other Service Providers (as defined below) to provide the services set forth in this Agreement to the Service Recipients, subject to the terms and conditions of this Agreement, and the Manager wishes to accept such engagement. C. The Parties entered into a Master Services Agreement dated as of August 31, 2018, and wish to amend and restate such Master Services Agreement, as set forth herein. D. CWEN and Manager have also entered into an Amended and Restated Master Services Agreement, dated as of the date hereof (the “Corresponding MSA”), pursuant to which CWEN has agreed to provide, or cause to be provided, services to Manager on the terms and conditions set forth therein. NOW THEREFORE in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions In this Agreement, except where the context otherwise requires, the following terms will have the following meanings: “AAA” has the meaning assigned thereto in Section 11.2.1. “Acquired Assets” means any renewable and conventional generation and thermal infrastructure asset acquired after the date hereof by any member of the YieldCo Group.

2 003120-0001-26804205 “Affiliate” means with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by, or is in common Control with, such Person. “Agreement” means this Amended and Restated Master Services Agreement, and “herein,” “hereof,” “hereby,” “hereunder” and similar expressions refer to this Agreement and include every instrument supplemental or ancillary to this Agreement and, except where the context otherwise requires, not to any particular article or section thereof. “Annual Fee” means (i) for calendar year 2023, $8,047,000, and (ii) for each calendar year thereafter beginning on January 1st, such amount adjusted as follows: a. The percentage increase or decrease in the Consumer Price Index over the immediately preceding twelve (12) months, as calculated using the Consumer Price Index, “All Urban Consumers; U.S. City Average,” as published by the Bureau of Labor Statistics on the last publication day of the immediately preceding calendar quarter (e.g., the 1Q 2024 adjustment will be based on the final CPI calculation for 4Q 2023); b. Increased by $1,000/MW for every incremental Net Megawatt over 8,000MW owned by CWEN, or decreased by $1,000/MW for every Net Megawatt below 8,000MW owned by CWEN. This pricing scaler shall also be increased or decreased by the same Consumer Price Index over the immediately preceding twelve (12) months beginning January 1st, 2024; c. These increases / decreases to the Annual Fee based on Net Megawatts will occur in the quarter following the closing of each transaction, and will be pro-rated on a quarterly basis (e.g., a drop down of 100MW will increase the fees by $100,000 per year, $25,000 per quarter beginning the quarter following the close); d. “Net Megawatt” shall consist of the net MW ownership reported by CWEN, consistent with reporting in its publicly available SEC 10-K and 10-Q reports. “Arbitration” has the meaning assigned thereto in Section 11.2.1. “Arbitrators” has the meaning assigned thereto in Section 11.2.4. “Business” means the business carried on from time to time by the YieldCo Group. “Business Day” means every day except a Saturday or Sunday, or a legal holiday in the City of New York on which banking institutions are authorized or required by law, regulation or executive order to close. “CE LLC” has the meaning assigned thereto in the preamble. “CE Op” has the meaning assigned thereto in the preamble. “Claims” has the meaning assigned thereto in Section 9.1.1.

3 003120-0001-26804205 “Conflicts Committee” means the Corporate Governance, Conflicts and Nominating Committee of CWEN. “Control” or “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, by contract or otherwise. “Corresponding MSA” has the meaning assigned thereto in the recitals. “Costs” means all costs and expenses incurred by the Manager Group in connection with the provision of the Services. Without limiting the generality of the foregoing, Costs are expected to include, among other things: (a) fees, costs and expenses incurred in connection the calculation and payment of taxes and the preparation and filing of tax returns; (b) fees, costs and expenses in connection with the procurement and allocation of insurance; (c) fees, costs and expenses incurred in connection with acquisition of information technology assets and implementation of information technology systems; and (d) any other fees, costs and expenses incurred by the relevant member of the Manager Group that are reasonably necessary for the performance by the relevant member of the Manager Group of its duties and functions under this Agreement. “CWEN” has the meaning assigned thereto in the preamble. “Dispute” has the meaning assigned thereto in Section 11.1. “Effective Date” has the meaning assigned thereto in the preamble. “Expense Statement” has the meaning assigned thereto in Section 7.4. “GAAP” means generally accepted accounting principles in the United States used by CWEN in preparing its financial statements from time to time. “Governing Body” means (i) with respect to a corporation, the board of directors of such corporation, (ii) with respect to a limited liability company, the manager(s) or managing member(s) of such limited liability company, (iii) with respect to a limited partnership, the board, committee or other body of the general partner of such partnership that serves a similar function or the general partner itself (or if any such general partner is itself a limited partnership, the board, committee or other body of such general partner’s general partner that serves a similar function or such general partner’s partner) and (iv) with respect to any other Person, the body of such Person that serves a similar function, and in the case of each of (i) through (iv) includes any committee or other subdivision of such body and any Person to whom such body has delegated any power or authority, including any officer and managing director. “Governing Instruments” means (i) the certificate of incorporation and bylaws in the case of a corporation, (ii) the articles of formation and operating agreement in the case of a limited liability company (iii) the partnership agreement in the case of a partnership,

4 003120-0001-26804205 and (iv) any other similar governing document under which an entity was organized, formed or created and/or operates. “Governmental Authority” means any (i) international, national, multinational, federal, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or instrumentality, domestic or foreign, including ISO/RTOs, (ii) self-regulatory organization or stock exchange, (iii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iv) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing. “Governmental Charges” has the meaning assigned thereto in Section 7.3. “Indemnifying Party” means a Person against whom a claim for indemnification is asserted pursuant to Article 9. “Interest Rate” means, for any day, the rate of interest equal to the (a) overnight U.S. dollar London interbank offered rate on such day, and if such rate is unavailable, (b) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York. “ISO/RTO” means an independent electricity system operator, a regional transmission organization, national system operator or any other similar organization overseeing the transmission of energy in any jurisdiction in which the YieldCo Group owns assets or operates. “Laws” means any and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, principles of common law and equity, rules, regulations and municipal bylaws whether domestic, foreign or international, (ii) judicial, arbitral, administrative, ministerial, departmental and regulatory judgments, orders, writs, injunctions, decisions, and awards of any Governmental Authority, and (iii) policies, practices and guidelines of any Governmental Authority which, although not actually having the force of law, are considered by such Governmental Authority as requiring compliance as if having the force of law, and the term “applicable,” with respect to such Laws and in the context that refers to one or more Persons, means such Laws that apply to such Person or Persons or its or their business, undertaking, property or securities at the relevant time and that emanate from a Governmental Authority having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities. “Liabilities” has the meaning assigned thereto in Section 9.1.1. “Manager Group” means the Manager and its direct and indirect Subsidiaries (other than any member of the YieldCo Group). “Manager Indemnified Parties” has the meaning assigned thereto in Section 9.1.1.

5 003120-0001-26804205 “Manager” has the meaning assigned thereto in the preamble. “Operating and Administrative Agreements” means the operating and administrative agreements in effect as of the Effective Date between certain members of the YieldCo Group and Affiliates of the Manager for such YieldCo Group members’ operating and administrative needs and, with respect to any Acquired Assets any operating and administrative agreements between any of the Acquired Assets and Affiliates of the Manager for such asset’s operating and administrative needs in effect as of the date of acquisition of the Acquired Asset by a member of the YieldCo Group. “Operational and Other Services” means any services provided by any member of the Manager Group to any member of the YieldCo Group, including financial advisory, operations and maintenance, marketing, agency, development, operating management and other services, including services provided under any Operating and Administrative Agreement. “Party” has the meaning assigned thereto in the preamble. “Permit” means any consent, license, approval, registration, permit or other authorization granted by any Governmental Authority. “Person” means any natural person, partnership, limited partnership, limited liability partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), limited liability corporation, unlimited liability company, joint stock company, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or Governmental Authority, authority or entity however designated or constituted and pronouns have a similarly extended meaning. “Quarter” means a calendar quarter ending on the last day of March, June, September or December. “Rules” has the meaning assigned thereto in Section 11.2.1. “Service Providers” means the Manager, any member of the Manager Group and any other entity or individual that the Manager has arranged to provide the Services to any Service Recipient. “Service Recipient” means CWEN, CE LLC, CE Op and their Subsidiaries as of the Effective Date, as well as any other direct and indirect Subsidiary of CWEN, CE LLC, CE Op, as applicable, acquired or formed after the date hereof that receives Services from a Service Provider pursuant to this Agreement. “Services” has the meaning assigned thereto in Section 3.1. “Subsidiary” means, with respect to any Person, (i) any other Person that is directly or indirectly Controlled by such Person, (ii) any trust in which such Person holds all of the beneficial interests or (iii) any partnership, limited liability company or similar entity in

6 003120-0001-26804205 which such Person holds all of the interests other than the interests of any general partner, managing member or similar Person. “Third Party Claim” has the meaning assigned thereto in Section 9.1.2. “Transaction Fees” means fees paid or payable by the Service Recipients, which are on market terms, with respect to financial advisory services ordinarily carried out by investment banks in the context of mergers and acquisitions transactions. “YieldCo Group” means CWEN, CE LLC, CE Op and their direct and indirect Subsidiaries. 1.2 Headings and Table of Contents The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof. 1.3 Interpretation In this Agreement, unless the context otherwise requires: 1.3.1 words importing the singular shall include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders; 1.3.2 the words “include”, “includes”, “including”, or any variations thereof, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement; 1.3.3 references to any Person include such Person’s successors and permitted assigns; 1.3.4 any reference to a statute, regulation, policy, rule or instrument shall include, and shall be deemed to be a reference also to, all amendments made to such statute, regulation, policy, rule or instrument and to any statute, regulation, policy, rule or instrument that may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to; 1.3.5 any reference to this Agreement or any other agreement, document or instrument shall be construed as a reference to this Agreement or, as the case may be, such other agreement, document or instrument as the same may have been, or may from time to time be, amended, varied, replaced, amended and restated, supplemented or otherwise modified; 1.3.6 where a reference in this Agreement is made to a Section or Schedule, such reference shall be to a Section or Schedule to this Agreement unless otherwise indicated;

7 003120-0001-26804205 1.3.7 in the event that any day on which any amount is to be determined or any action is required to be taken hereunder is not a Business Day, then such amount shall be determined or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day; and 1.3.8 except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in U.S. currency. 1.4 Service Recipients Third Party Beneficiaries The Manager agrees that each of the Service Recipients, including any Service Recipient formed or acquired after the Effective Date in accordance with Section 2.2, shall be, and is hereby, named as express third-party beneficiaries of this Agreement entitled to all the benefits conferred under this Agreement. 1.5 Actions by the Manager or the Service Recipients Unless the context requires otherwise, where the consent of or a determination is required by the Manager or Service Recipient hereunder, the Parties shall be entitled to conclusively rely upon it having been given or taken, as applicable, if, the Manager or such Service Recipient, as applicable, has communicated the same in writing. ARTICLE 2 APPOINTMENT OF THE MANAGER 2.1 Appointment and Acceptance 2.1.1 Subject to and in accordance with the terms, conditions and limitations in this Agreement, CWEN, CE LLC and CE Op hereby appoint the Manager to provide or arrange for other Service Providers to provide the Services to the Service Recipients. 2.1.2 The Manager hereby accepts the appointment provided for in Section 2.1.1 and agrees to act in such capacity and to provide or arrange for other Service Providers to provide the Services to the Service Recipients upon the terms, conditions and limitations in this Agreement. 2.2 Other Service Recipients The Parties acknowledge that any Subsidiary of CWEN, CE LLC or CE Op formed or acquired in the future that is not a Service Recipient on the date hereof may become a Service Recipient under this Agreement. In the event that any such addition results in an amendment of the scope of the Services, such amendment shall be effectuated as provided by Section 12.1.1. 2.3 Subcontracting and Other Arrangements The Manager may subcontract to any other member of the Manager Group or any of its Affiliates, or arrange for the provision of any or all of the Services to be provided by it under this Agreement by any other member of the Manager Group or any of its Affiliates, and each of

8 003120-0001-26804205 CWEN, CE LLC and CE Op hereby consents to any such subcontracting or arrangement; provided that the Manager shall remain responsible to the Service Recipients for any Services provided by such Person. Any such subcontracting will be subject to the terms of this Agreement and covered by the fees payable under this Agreement. ARTICLE 3 SERVICES AND POWERS OF THE MANAGER 3.1 Services The Manager will provide, or arrange for the provision by other Service Providers of, and will have the exclusive power and authority to provide or arrange for the provision by other Service Providers of, the services set forth on Appendix A, as such Appendix A may be updated from time to time in accordance with this Agreement (the “Services”), to the Service Recipients. 3.2 Supervision of Manager’s Activities The Manager shall, at all times, be subject to the supervision of the relevant Service Recipient’s Governing Body and shall only provide or arrange for the provision of such Services as such Governing Body may request from time to time. 3.3 Restrictions on the Manager 3.3.1 The Manager shall, and shall cause any other Service Provider to, refrain from taking any action that is not in compliance with or would violate any Laws or that otherwise would not be permitted by the Governing Instruments of the Service Recipients. If the Manager or any Service Provider is instructed to take any action that is not in such compliance by a Service Recipient’s Governing Body, such person will promptly notify such Governing Body of its judgment that such action would not comply with or violate any such Laws or otherwise would not be permitted by such Governing Instrument. 3.3.2 In performing its duties under this Agreement, each member of the Manager Group shall be entitled to rely in good faith on qualified experts, professionals and other agents (including on accountants, appraisers, consultants, legal counsel and other professional advisors) and shall be permitted to rely in good faith upon the direction of a Service Recipient’s Governing Body to evidence any approvals or authorizations that are required under this Agreement. All references in this Agreement to the Service Recipients or Governing Body for the purposes of instructions, approvals and requests to the Manager will refer to the Governing Body. 3.4 Errors and Omissions Insurance The Manager shall, and shall cause any other Service Provider to, at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by Persons performing functions that are similar to those performed by the Service Providers under this Agreement with reputable insurance companies and in an amount which is comparable to that which is customarily maintained by such other

9 003120-0001-26804205 Persons. In each case, the relevant Service Recipients shall be included as additional insured or loss payees under the relevant policies. ARTICLE 4 RELATIONSHIP BETWEEN THE MANAGER AND THE SERVICE RECIPIENTS 4.1 Other Activities No member of the Manager Group (and no Affiliate, director, officer, member, partner, shareholder or employee of any member of the Manager Group) shall be prohibited from engaging in other business activities or sponsoring, or providing services to, third parties that compete directly or indirectly with the Service Recipients. 4.2 Independent Contractor, No Partnership or Joint Venture The Parties acknowledge that the Manager is providing or arranging for the provision of the Services hereunder as an independent contractor and that the Service Recipients and the Manager are not partners or joint venturers with or agents of each other, and nothing herein will be construed so as to make them partners, joint venturers or agents or impose any liability for that reason on any of them as a result of this Agreement; provided, however, that nothing herein will be construed so as to prohibit the Service Recipients and the Manager from embarking upon an investment together as partners, joint venturers or in any other manner whatsoever. ARTICLE 5 MANAGEMENT AND EMPLOYEES 5.1 Management and Employees 5.1.1 The Manager shall arrange, or shall cause another member of the Manager Group to arrange, for such qualified personnel and support staff to be available to carry out the Services. Such personnel and support staff shall devote such of their time to the provision of the Services to the Service Recipients as the relevant member of the Manager Group reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients. 5.1.2 Each of CWEN, CE LLC and CE Op shall, and shall cause each of the other Service Recipients to, do all things reasonably necessary on its part as requested by any member of the Manager Group consistent with the terms of this Agreement to enable such member of the Manager Group to fulfill its obligations, covenants and responsibilities hereunder, including making available to such member of the Manager Group, and granting such member of the Manager Group access to, the employees and contractors of the Service Recipients as any member of the Manager Group may from time to time reasonably request. 5.1.3 The Manager agrees, and agrees to cause the Manager Group, to exercise the power and discharge the duties conferred under this Agreement honestly and in good

10 003120-0001-26804205 faith, and to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Manager shall be responsible for any member of the Manager Group’s failure to exercise such power and duties in accordance with the standards set forth in this Section 5.1.3. ARTICLE 6 INFORMATION AND RECORDS 6.1 Books and Records The Manager shall, or shall cause any other member of the Manager Group to, as applicable, maintain proper books, records and documents on behalf of each Service Recipient, in which complete, true and correct entries, in conformity in all material respects with GAAP and all requirements of applicable Laws, will be made. 6.2 Examination of Records by the Service Recipients Upon reasonable prior notice by the Service Recipients to the relevant member of the Manager Group, the relevant member of the Manager Group will make available to the Service Recipients and their authorized representatives, for examination during normal business hours on any Business Day, all books, records and documents required to be maintained under Section 6.1. In addition, the applicable member of the Manager Group will make available to the Service Recipients or their authorized representatives such financial and operating data in respect of the performance of the Services under this Agreement as may be in existence and as the Service Recipients or their authorized representatives will from time to time reasonably request, including for the purposes of conducting any audit in respect of expenses of the Service Recipients or other matters necessary or advisable to be audited in order to conduct an audit of the financial affairs of the Service Recipients. Any examination of records will be conducted in a manner which will not unduly interfere with the conduct of the business of any member of the Manager Group in the ordinary course. 6.3 Access to Information by Manager Group 6.3.1 Each of CWEN, CE LLC and CE Op shall, and shall cause the other Service Recipients to: 6.3.1.1 grant, or cause to be granted, to the Manager Group full access to all documentation and information reasonably necessary in order for the Manager Group to perform its obligations, covenants and responsibilities pursuant to the terms hereof and to enable the Manager Group to provide the Services; and 6.3.1.2 provide, or cause to be provided, all documentation and information as may be reasonably requested by any member of the Manager Group, and promptly notify the appropriate member of the Manager Group of any material facts or information of which the Service Recipients are aware, including any known, pending or threatened suits, actions, claims, proceedings or orders by or against any member of the YieldCo Group before any Governmental Authority, that may affect the performance of the obligations, covenants or responsibilities of

11 003120-0001-26804205 the Manager Group pursuant to this Agreement, including maintenance of proper financial records. 6.4 Additional Information The Parties acknowledge and agree that conducting the activities and providing the Services contemplated herein may have the incidental effect of providing additional information which may be utilized with respect to, or may augment the value of, business interests and related assets in which any of the Service Providers or any of its Affiliates has an interest and that, subject to compliance with this Agreement, none of the Service Providers or any of their respective Affiliates will be liable to account to the Service Recipients with respect to such activities or results; provided, however, that the relevant Service Provider will not (and will cause its Affiliates not to), in making any use of such additional information, do so in any manner that the relevant Service Provider or its Affiliates knows, or ought reasonably to know, would cause or result in a breach of any confidentiality provision of agreements to which any Service Recipient is a party or is bound. 6.5 Confidential Information Manager shall not, and shall cause the other members of the Management Group not to, without the prior written consent of CWEN, publicly disclose any information it may have or obtain, in Manager’s capacity as a manager under this Agreement, concerning the Service Recipients and their respective assets, business, operations or prospects (the “Confidential Information”); provided, however, that Confidential Information shall not include information that (a) becomes generally available to the public other than as a result of a disclosure by a member of the Manager Group or any of its directors, officers, agents, or other representatives, (b) becomes available to a member of the Manager Group or any of its directors, officers, agents, or other representatives on a nonconfidential basis prior to its disclosure by the Service Recipients or their respective Affiliates, or their respective directors, officers, agents, or other representatives (and is not received in any other capacity of the members of the Manager Group) or (c) is required or requested to be disclosed by a member of the Manager Group as a result of any applicable legal or regulatory requirement or rule or regulation of any stock exchange, or other regulatory authority having jurisdiction over such member of the Manager Group. Notwithstanding the foregoing, the members of the Manager Group may disclose Confidential Information received by them to their employees, consultants, legal counsel, or other agents involved in providing services under this Agreement; provided, that Manager informs each such Person who has access to the Confidential Information of the confidential nature of such Confidential Information, the terms of this Agreement, and that such terms apply to them. If any member of the Manager Group is required to disclose information pursuant to clause (c) or (d) above, such member of the Manager Group will provide CWEN with prompt written notice so that CWEN may seek a protective order or other appropriate remedy or waive compliance with the non-disclosure provisions of this Section 6.5 with respect to the information required to be disclosed. If such protective order or other remedy is not obtained, Manager will furnish only that portion of such information that counsel advises is legally required to be furnished and will exercise reasonable efforts, at CWEN’s expense, to obtain reliable assurance that confidential treatment will be accorded such information. Notwithstanding anything contained in this

12 003120-0001-26804205 Agreement to the contrary, the obligations of Manager set forth in this Section 6.5 shall survive any termination of this Agreement for a period of 12 months after such termination. ARTICLE 7 FEES AND EXPENSES 7.1 Annual Fee 7.1.1 CE LLC, on behalf of the Service Recipients, hereby agrees to pay, during the term of this Agreement, the Annual Fee. The Annual Fee shall be pro-rated and paid quarterly in arrears. 7.1.2 The Annual Fee will not be reduced by the amount of (i) any fees for Operational and Other Services that are paid or payable by any member of the YieldCo Group to any member of the Manager Group under a separate agreement or (ii) any Transaction Fees. 7.1.3 Notwithstanding Section 7.1.2, the Annual Fee will be offset against the Annual Fee (as defined in the Corresponding MSA) payable under the Corresponding MSA. 7.1.4 The Parties shall renegotiate the Annual Fee, as well as the Annual Fee (as defined in the Corresponding MSA) upon any of the following events (each, a “Transformational Event”): 7.1.4.1 If CWEN or the Manager enters or exits a material business segment (e.g., solar, wind, conventional) that, in the reasonable opinion of the CEO of both CWEN and the Manager, would have a material impact on either party on providing those services; 7.1.4.2 If CWEN or the Manager enters into a transformative transaction, as defined by a platform acquisition or an aggregate change in over 20% of the net MW of CWEN that, in the reasonable opinion of the CEO of both CWEN and the Manager, would have a material impact on either party on providing those services; 7.1.4.3 If there are additional material modifications such as regulatory changes or pressures on public company auditing or reporting requiring CWEN or the Manager to change their services listed in Appendix A (e.g., additional actions across cybersecurity or emissions reporting); or 7.1.4.4 If there are additional requests from sponsors requiring CWEN or the Manager to change their services listed in Appendix A (e.g., changes in IFRS requirements). In the case of a Transformational Event, the CEOs of the Manager and CWEN (or their appointed designees) shall renegotiate in good faith and on commercially reasonable terms over a period of 60 days after closing, the Net Fees Due taking into account: i) market prices to provide such Services; ii) facts and circumstances related to the new state of the business.

13 003120-0001-26804205 7.2 Computation and Payment of Quarterly Annual Fee Following the end of each Quarter, Manager shall prepare and deliver to CE LLC the accrued quarterly installment of the Annual Fee for such Quarter. CE LLC will, subject to any offset as contemplated by Section 7.1.3, pay the quarterly installment of the Annual Fee for each Quarter as soon as practicable following the end of the Quarter with respect to which such payment is due, but in any event no later than 30 days following the end of such Quarter. 7.3 Governmental Charges CE LLC, on behalf of the Service Recipients, shall pay or reimburse the relevant member of the Manager Group for all sales taxes, use taxes, value added taxes, withholding taxes or other similar taxes, customs duties or other governmental charges (“Governmental Charges”) that are levied or imposed by any Governmental Authority on such member of the Manager Group by reason of the provision of the Services by such member of the Manager Group in connection with this Agreement or any other agreement contemplated by this Agreement, or the fees or other amounts payable in connection therewith, except for any income taxes, corporation taxes, capital taxes or other similar taxes payable by any member of the Manager Group which are personal to such member of the Manager Group. Any failure by any member of the Manager Group to collect monies on account of these Governmental Charges shall not constitute a waiver of the right to do so. Governmental Charges will be offset against Governmental Charges (as defined in the Corresponding MSA) payable under the Corresponding MSA. 7.4 Computation and Payment of Governmental Charges From time to time the Manager shall, or shall cause the other Service Providers to, prepare statements (each an “Expense Statement”) documenting the Governmental Charges to be reimbursed pursuant to this Article 7 and shall deliver such statements to the relevant Service Recipient. All Governmental Charges reimbursable pursuant to this Article 7 shall, subject to any offset as contemplated by Section 7.3, be reimbursed by CE LLC, on behalf of the Service Recipients, no later than the date which is 30 days after receipt of an Expense Statement. The provisions of this Section 7.4 shall survive the termination of this Agreement. 7.5 Exclusions from the Annual Fee The Annual Fee does not cover: 7.5.1 services to perform work under the CWEN Thermal Business Divesture (“Thor”), as such services will be priced at $1,000/MW annually and will cease once the CWEN Thor TSA is fully performed; 7.5.2 costs for the benefit of CWEN only, as such costs will be charged directly to CWEN; or 7.5.3 large platform infrastructure upgrades, defined by 1) projects that are identified as cross platform that are presented to the Investment Review Committee (“IRC”) and 2) require over $1,000,000 in capitalized labor / non-labor (e.g., ETRM implementation or ERP upgrade).

14 003120-0001-26804205 ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF THE MANAGER AND THE SERVICE RECIPIENTS 8.1 Representations and Warranties of the Manager The Manager hereby represents and warrants to the Service Recipients that: 8.1.1 it is validly organized and existing under the laws of the State of Delaware; 8.1.2 it, or any another Service Provider, as applicable, holds, and shall hold, such Permits as are necessary to perform its obligations hereunder and is not aware of, or shall inform the Service Recipients promptly upon knowledge of, any reason why such Permits might be cancelled; 8.1.3 it has the power, capacity and authority to enter into this Agreement and to perform its obligations hereunder; 8.1.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 8.1.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which it or any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Manager; 8.1.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 8.1.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

15 003120-0001-26804205 8.2 Representations and Warranties of the Service Recipients CWEN, CE LLC and CE Op, each hereby represents and warrants, on its behalf and on behalf of each of the other Service Recipients, to the Manager that: 8.2.1 it is validly organized and existing under the Laws governing its formation and organization; 8.2.2 it, or the relevant Service Recipient, holds such Permits necessary to own and operate the projects and entities that it directly or indirectly owns or operates from time to time and is not aware of any reason why such Permits might be cancelled; 8.2.3 it has the power, capacity and authority to enter into this Agreement and to perform its duties and obligations hereunder; 8.2.4 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement; 8.2.5 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its Governing Instruments, or under any mortgage, lease, agreement or other legally binding instrument, Permit or applicable Law to which it is a party or by which any of its properties or assets may be bound, except for any such contravention, breach or default which would not have a material adverse effect on the business, assets, financial condition or results of operations of the Service Recipients as a whole; 8.2.6 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and 8.2.7 this Agreement constitutes its valid and legally binding obligation, enforceable against it in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally; and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity. ARTICLE 9 LIABILITY AND INDEMNIFICATION 9.1 Indemnity 9.1.1 CWEN, CE LLC and CE Op hereby jointly and severally agree, to the fullest extent permitted by applicable Laws, to indemnify and hold harmless, and to cause each other Service Recipient to indemnify and hold harmless, each member of the Manager Group, any of its Affiliates (other than any member of the YieldCo Group) and any directors, officers, agents, members, partners, stockholders and employees and other

16 003120-0001-26804205 representatives of each of the foregoing (each, a ”Manager Indemnified Party”) from and against any claims, liabilities, losses, damages (but expressly excluding any consequential damages that were not reasonably foreseeable and punitive damages, except to the extent awarded in a final judgment in respect of a Third Party Claim), costs or expenses (including legal fees) (“Liabilities”) incurred by them or threatened in connection with any and all actions, suits, investigations, proceedings or claims of any kind whatsoever, whether arising under statute or action of a Governmental Authority or otherwise or in connection with the business, investments and activities of the Service Recipients in respect of or arising from this Agreement or the Services provided hereunder (“Claims”), including any Claims arising on account of the Governmental Charges contemplated by Section 7.3; provided, that no Manager Indemnified Party shall be so indemnified with respect to any Claim to the extent that such Claim is finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction, or pursuant to a settlement agreement agreed to by such Manager Indemnified Party, to have resulted from such Manager Indemnified Party’s bad faith, fraud, willful misconduct or gross negligence or, in the case of a criminal matter, conduct undertaken with knowledge that the conduct was unlawful. 9.1.2 If any action, suit, investigation, proceeding or claim is made or brought by any third party with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement (a “Third Party Claim”), the Manager Indemnified Party will have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel, as well as the reasonable costs (excluding an amount reimbursed to such Manager Indemnified Party for the time spent in connection therewith) and out-of-pocket expenses incurred in connection therewith will be paid by the Indemnifying Party in such case, as incurred but subject to recoupment by the Indemnifying Party if ultimately it is not liable to pay indemnification hereunder. 9.1.3 The Manager Indemnified Party and the Indemnifying Party agree that, promptly after the receipt of notice of the commencement of any Third Party Claim, the Manager Indemnified Party will notify the Indemnifying Party in writing of the commencement of such Third Party Claim (provided, that any accidental failure to provide any such notice will not prejudice the right of any such Manager Indemnified Party hereunder) and, throughout the course of such Third Party Claim, such Manager Indemnified Party will use its reasonable best efforts to provide copies of all relevant documentation to such Indemnifying Party, and to keep the Indemnifying Party apprised of the progress thereof, and to discuss with the Indemnifying Party all significant actions proposed. 9.1.4 The Parties expressly acknowledge and agree that the right to indemnity provided in this Section 9.1 shall be in addition to and not in derogation of any other liability which the Indemnifying Party in any particular case may have or of any other right to indemnity or contribution which any Manager Indemnified Party may have by statute or otherwise at law. 9.1.5 The indemnity provided in this Section 9.1 shall survive the completion of Services rendered under, or any termination or purported termination of, this Agreement.

17 003120-0001-26804205 9.2 Limitation of Liability 9.2.1 The Manager assumes no responsibility under this Agreement other than to render the Services in good faith and will not be responsible for any action of a Service Recipient’s Governing Body in following or declining to follow any advice or recommendations of the relevant Service Provider. 9.2.2 The Service Recipients hereby agree that no Manager Indemnified Party will be liable to a Service Recipient, a Service Recipient’s Governing Body (including, for greater certainty, a director or officer of a Service Recipient or another individual with similar function or capacity) or any security holder or partner of a Service Recipient for any Liabilities that may occur as a result of any acts or omissions by the Manager Indemnified Party pursuant to or in accordance with this Agreement, except to the extent that such Liabilities are finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction to have resulted from the Manager Indemnified Party’s bad faith, fraud, willful misconduct or gross negligence, or in the case of a criminal matter, conduct undertaken with knowledge that the conduct was unlawful. 9.2.3 The maximum amount of the aggregate liability of the Manager Indemnified Parties pursuant to this Agreement will be equal to the amounts previously payable (not taking into account any offset contemplated by Article 7) in respect of Services pursuant to this Agreement in the two most recent calendar years by the Service Recipients pursuant to Article 7. 9.2.4 For the avoidance of doubt, the provisions of this Section 9.2 shall survive the completion of the Services rendered under, or any termination or purported termination of, this Agreement. 9.3 Benefit to all Manager Indemnified Parties 9.3.1 CWEN, CE LLC and CE Op on behalf of themselves and the other Service Recipients, hereby constitute the Manager as trustee for each of the Manager Indemnified Parties of the covenants of the Service Recipients under this Article 9 with respect to such Manager Indemnified Parties and the Manager hereby accepts such trust and agrees to hold and enforce such covenants on behalf of the Manager Indemnified Parties. 9.3.2 The Manager hereby constitutes the Service Recipients as trustees for each Service Recipient’s Governing Body (including, for greater certainty, a director or officer of a Service Recipient or another individual with similar function or capacity) or any security holder or partner of a Service Recipient, of the covenants of the Manager under this Article 9 with respect to such parties and the Service Recipients hereby accept such trust and agree to hold and enforce such covenants on behalf of such parties.

18 003120-0001-26804205 ARTICLE 10 TERM AND TERMINATION 10.1 Term This Agreement shall continue in full force and effect in perpetuity until terminated in accordance with Section 10.2, Section 10.3 or Section 12.1.1. 10.2 Termination by the Service Recipients 10.2.1 CWEN, on behalf of the Service Recipients, may, subject to Section 10.2.2, terminate this Agreement effective upon 30 days’ prior written notice of termination to the Manager without payment of any termination fee if: 10.2.1.1 any member of the Manager Group defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Service Recipients and such default continues for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period; 10.2.1.2 any member of the Manager Group engages in fraud, misappropriation of funds or embezzlement against any Service Recipient; 10.2.1.3 any member of the Manager Group is grossly negligent in the performance of its obligations under this Agreement, and such gross negligence results in material harm to the Service Recipients; 10.2.1.4 the Manager, CWEN, CE LLC or CE Op makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency. 10.2.2 This Agreement may only be terminated pursuant to Section 10.2.1 above by CWEN with the prior approval of a majority of the members of the Conflicts Committee. 10.2.3 This Agreement may also be terminated by CWEN pursuant to Section 12.1.1 with the prior approval of a majority of the members of the Conflicts Committee. 10.2.4 Each of CWEN, CE LLC and CE Op hereby agrees and confirms that this Agreement may not be terminated due solely to the poor performance or underperformance of any of their Subsidiaries or the Business or any investment made by any member of the YieldCo Group on the recommendation of any member of the Manager Group.

19 003120-0001-26804205 10.3 Termination by the Manager 10.3.1 The Manager may terminate this Agreement effective upon 180 days’ prior written notice of termination to CWEN without payment of any termination fee if: 10.3.1.1 any Service Recipient defaults in the performance or observance of any material term, condition or agreement contained in this Agreement in a manner that results in material harm to the Manager and such default continues for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in such 30-day period; or 10.3.1.2 any Service Recipient makes a general assignment for the benefit of its creditors, institutes proceedings to be adjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to the filing of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdiction appointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency. 10.4 Survival Upon Termination If this Agreement is terminated pursuant to this Article 10 or Article 12, such termination will be without any further liability or obligation of any Party, except as provided in Section 1.3, Section 6.4, Section 6.5, Article 9, this Section 10.4, Section 10.6, Article 11, Section 12.3, Section 12.4, Section 12.5, Section 12.6, Section 12.7, Section 12.8, Section 12.9 and Section 12.10. 10.5 Action Upon Termination 10.5.1 From and after the effective date of the termination of this Agreement, the Manager shall not be entitled to receive the Annual Fee for further Services under this Agreement, but will be paid all compensation accruing to and including the date of termination (including such day). 10.5.2 Upon any termination of this Agreement, the Manager shall promptly: 10.5.2.1 after deducting any accrued compensation and reimbursements to which it is then entitled, pay to the Service Recipients all money collected and held for the account of the Service Recipients pursuant to this Agreement; 10.5.2.2 deliver to the Service Recipients’ Governing Bodies a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Governing Bodies with respect to the Service Recipients; and 10.5.2.3 deliver to the Service Recipients’ Governing Bodies all property and documents of the Service Recipients then in the custody of the Manager Group.

20 003120-0001-26804205 10.6 Release of Money or other Property Upon Written Request The Manager hereby agrees that any money or other property of the Service Recipients or their Subsidiaries held by the Manager Group under this Agreement shall be held by the relevant member of the Manager Group as custodian for such Person, and the relevant member of the Manager Group’s records shall be appropriately marked clearly to reflect the ownership of such money or other property by such Person. Upon the receipt by the relevant member of the Manager Group of a written request signed by a duly authorized representative of a Service Recipient requesting the relevant member of the Manager Group to release to the Service Recipient any money or other property then held by the relevant member of the Manager Group for the account of such Service Recipient under this Agreement, the relevant member of the Manager Group shall release such money or other property to the Service Recipient promptly, but in no event later than 7 days following such request. The relevant member of the Manager Group shall not be liable to any Service Recipient, a Service Recipient’s Governing Body or any other Person for any acts performed or omissions to act by a Service Recipient in connection with the money or other property released to the Service Recipient in accordance with the second sentence of this Section 10.6. Each Service Recipient shall indemnify and hold harmless the relevant member of the Manager Group, any of its Affiliates (other than any member of the YieldCo Group) and any directors, officers, agents, members, partners, shareholders and employees and other representatives of each of the foregoing from and against any and all Liabilities which arise in connection with the relevant member of the Manager Group’s release of such money or other property to such Service Recipient in accordance with the terms of this Section 10.6. Indemnification pursuant to this provision shall be in addition to any right of such Persons to indemnification under Section 10.1. For the avoidance of doubt, the provisions of this Section 10.6 shall survive termination of this Agreement. The Service Recipients hereby constitute the Manager as trustee for each Person entitled to indemnification pursuant to this Section 10.6 of the covenants of the Service Recipients under this Section 10.6 with respect to such Persons and the Manager hereby accepts such trust and agrees to hold and enforce such covenants on behalf of such Persons. ARTICLE 11 ARBITRATION 11.1 Dispute Any dispute or disagreement of any kind or nature between the Parties arising out of or in connection with this Agreement (a “Dispute”) shall be resolved in accordance with this Article 11. 11.2 Arbitration 11.2.1 Any Dispute shall be submitted to arbitration (the “Arbitration”) by three (3) Arbitrators pursuant to the procedure set forth in this Section 11.2 and pursuant to the then current Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”). If the provisions of this Section 11.2 are inconsistent with the provisions of the Rules and to the extent of such inconsistency, the provisions of this Section 11.2 shall prevail in any Arbitration.

21 003120-0001-26804205 11.2.2 Any Party may make a demand for Arbitration by sending a notice in writing to any other Party, setting forth the nature of the Dispute, the amount involved and the name of one arbitrator appointed by such Party. The demand for Arbitration shall be made no later than thirty (30) days after the event giving rise to the Dispute. 11.2.3 Within thirty (30) days after any demand for Arbitration under Section 11.2.2, the other Party shall send a responding statement, which shall contain the name of one arbitrator appointed by the responding Party. 11.2.4 Within thirty (30) days of the appointment of the second arbitrator, the two party-appointed arbitrators shall appoint the third arbitrator, who shall act as the chair of the arbitration panel. The third arbitrator shall be appointed from the AAA National Roster (collectively with the two party-appointed arbitrators, the “Arbitrators”). 11.2.5 In connection with any Arbitration, the Arbitrators shall allow reasonable requests for (i) the production of documents relevant to the dispute and (ii) taking of depositions. 11.2.6 The seat of the arbitration will be the State of Delaware and the language of the arbitration will be English. The Arbitration hearings shall be held in a location in the State of Delaware specified in the demand for Arbitration and shall commence no later than thirty (30) days after the determination of the Arbitrator under Section 11.2.4. 11.2.7 The decision of the Arbitrators shall be made not later than sixty (60) days after its appointment. The decision of the Arbitrators shall be final without appeal and binding on the Parties, and may be enforced in any court of competent jurisdiction. 11.2.8 Each Party involved in the Dispute shall bear the costs and expenses of all lawyers, consultants, advisors, witnesses and employees retained by it in any Arbitration. The expenses of the Arbitrators shall be paid equally by the Parties unless the Arbitrators otherwise provides in its award. 11.2.9 Notwithstanding any conflicting choice of law provisions in this Agreement or any applicable principles of conflicts of law, the arbitration provisions set forth herein, and any Arbitration conducted hereunder, shall be governed exclusively by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. 11.2.10 Judgment on the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 11.3 Continued Performance During the conduct of Dispute resolution procedures pursuant to this Article 11, the Parties shall continue to perform their respective obligations under this Agreement and neither Party shall exercise any other remedies to resolve a Dispute.

22 003120-0001-26804205 11.4 Urgent Relief Nothing in this Article 11 will prejudice the right of a Party to seek urgent injunctive or declaratory relief from a court pursuant to Section 12.8.2. ARTICLE 12 GENERAL PROVISIONS 12.1 Amendment, Waiver 12.1.1 CWEN is entitled to amend the scope of the Services, including by reducing the number of Service Recipients or the nature or description of the Services or otherwise, by providing 90 days’ prior written notice to the Manager; provided, however, that CWEN may not increase the scope of the Services without the Manager’s prior written consent (not to be unreasonably withheld, conditioned or delayed); provided, further, however, that prior to such modification, CWEN and the Manager shall agree in writing to any modification of the Annual Fee resulting from such change in scope. Subject to Section 10.2.3, in the event that CWEN and the Manager are unable to agree on a modified Annual Fee, CWEN may terminate this Agreement after the end of such 90-day period by providing 30 days’ prior written notice to the Manager. Notwithstanding the notice period set forth in this Section 12.1.1, in the event of an assignment pursuant to Section 12.2.1(ii) below, CWEN may amend the scope of Services as set forth in this Section 12.1.1 by providing 30 days’ prior written notice to the Manager. 12.1.2 Except as expressly provided in this Agreement, no amendment or waiver of this Agreement, except pursuant to the first sentence of Section 12.1.1 above, will be binding unless the prior approval of a majority of the members of the Conflicts Committee is obtained and the amendment or waiver is executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right. 12.2 Assignment 12.2.1 This Agreement shall not be assigned by the Manager without the prior written consent of CWEN, except (i) pursuant to Section 2.3, (ii) in the case of assignment to a Person that is the Manager’s successor by merger, consolidation or purchase of assets, in which case the successor shall be bound under this Agreement and by the terms of the assignment in the same manner as the Manager is bound under this Agreement or (iii) to an Affiliate of the Manager or a Person that is, in the reasonable and good faith determination of the Conflicts Committee, an experienced and reputable manager, in which case the Affiliate or assignee shall be bound under this Agreement and by the terms of the assignment in the same manner as the Manager is bound under this Agreement. In addition, provided, that the Manager provides prior written notice to the

23 003120-0001-26804205 Service Recipients for informational purposes only, nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer or assignment of the Manager’ rights under this Agreement, including any amounts payable to the Manager under this Agreement, to a bona fide lender as security. 12.2.2 This Agreement shall not be assigned by any of the Service Recipients without the prior written consent of the Manager, except in the case of assignment by any such Service Recipient to a Person that is its successor by merger, consolidation or purchase of assets, in which case the successor shall be bound under this Agreement and by the terms of the assignment in the same manner as such Service Recipient is bound under this Agreement. 12.2.3 Any purported assignment of this Agreement in violation of this Article 12 shall be null and void. 12.3 Failure to Pay When Due Any amount payable by any Service Recipient to any member of the Manager Group hereunder which is not remitted when so due will remain due (whether on demand or otherwise) and interest will accrue on such overdue amounts (both before and after judgment) at a rate per annum equal to the Interest Rate. 12.4 Invalidity of Provisions Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the Parties waive any provision of law which renders any provision of this Agreement invalid or unenforceable in any respect. The Parties will engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces. 12.5 Entire Agreement This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this Agreement, by any Party or its directors, officers, employees or agents, to any other Party or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement, and none of the Parties has been induced to enter into this Agreement by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.

24 003120-0001-26804205 For the avoidance of doubt, nothing in this Agreement should be construed or interpreted as an amendment, modification or termination of, or conflict with, any of the Operating and Administrative Agreements. Each such agreement, and all its terms, including payments to be made thereunder, shall survive the entry into this Agreement and shall terminate in accordance with its terms. 12.6 Mutual Waiver of Jury Trial AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY. 12.7 Consent to Jurisdiction EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE DELAWARE COURT OF CHANCERY OR, TO THE EXTENT SUCH COURT DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING TO ENFORCE THE ARBITRATION PROVISION IN ARTICLE 11 OR TO SPECIFICALLY ENFORCE THE TERMS OF THIS AGREEMENT PURSUANT TO SECTION 12.8.2. THE DECISION IN ANY ARBITRATION SHALL BE FINAL AND BINDING AND MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IF ANY PARTY FAILS TO APPEAR AT ANY PROPERLY NOTICED ARBITRATION PROCEEDING, AN AWARD MAY BE ENTERED AGAINST THAT PARTY IN A COURT HAVING JURISDICTION THEREOF. 12.8 Governing Law 12.8.1 The internal law of the State of Delaware will govern and be used to construe this Agreement without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. 12.8.2 The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement and the transactions contemplated hereby were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and the transactions contemplated hereby and to enforce specifically the terms and provisions of this Agreement and the transactions contemplated hereby in the courts of Delaware, this being in addition to any other remedy to which such Party is entitled at law or in equity. 12.9 Enurement This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

25 003120-0001-26804205 12.10 Notices Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; but if not, then on the next Business Day, (iii) one Business Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three Business Days after it is mailed to the recipient by first class mail, return receipt requested. Such notices, demands and other communications shall be sent to the addresses specified below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any Party may change such Party’s address for receipt of notice by giving prior written notice of the change to the sending Party as provided herein. Notices and other communications will be addressed as follows: If to the Service Recipients: Clearway Energy, Inc. 300 Carnegie Center, Suite 300 Princeton, NJ 08540 Attn: Christopher Sotos, President and CEO Email: christopher.sotos@clearwayenergy.com ogc@clearwayenergy.com If to the Manager: Clearway Energy Group LLC 100 California Street Fourth Floor San Francisco, CA 94111 Attn: Alicia Stevenson Email: Alicia.stevenson@clearwayenergy.com With a copy (which shall not constitute notice) to: Clearway Energy Group LLC 5780 Fleet Street Suite 130 Carlsbad, CA 92008 Attn: General Counsel Email: legalnotices@clearwayenergy.com 12.11 Further Assurances Each of the Parties will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other Party may reasonably require from time to time for the purpose of giving effect to this Agreement and will

26 003120-0001-26804205 use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement. 12.12 Counterparts This Agreement may be signed in counterparts and each of such counterparts will constitute an original document and such counterparts, taken together, will constitute one and the same instrument. (Signature pages follow)

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. CLEARWAY ENERGY, INC. By: Name: Christopher Sotos Title: President & CEO CLEARWAY ENERGY LLC By: Name: Christopher Sotos Title: President & CEO CLEARWAY ENERGY OPERATING LLC By: Name: Christopher Sotos Title: President & CEO

CLEARWAY ENERGY GROUP LLC, as Manager By: Name: Craig Cornelius Title: Chief Executive Officer

APPENDIX A Accounts Payable, expense processing and management, and other Accounting services not otherwise provided through Project Administration Agreements; Commercial Operations including REC management/administration and merchant position optimization; Environmental, Health and Safety services, including preparation of annual ESG reporting; External Affairs and internal communications, including government, regulatory and communications and internal communications for corporate wide awareness (intranet, newsletters, monthly meetings); Human Resources services, including compensation, benefits, recruitment, DEI, training, payroll, and talent management and reporting to the CWEN compensation committee; Insurance and Risk including credit analysis, policy renewals and claims administration, including administration of requirements under CEG/CWEN Energy Risk Management Policy; Compliance support inclusive of NERC, FERC, and PUCT / ERCOT; Indirect tax support including sales & use tax and property tax; Vendor Management and corporate procurement support; Administration support including facilities management and corporate policy administration; Regulatory support including NERC, FERC, PUCT / ERCOT reporting and support; M&A diligence and integration support; IT infrastructure, corporate and finance applications, cyber security, and collaboration platforms and associated labor not covered in the plant Operations and Maintenance Agreements.


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Fiscal Year ended	December 31, 2022
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to .


Delaware			46-1777204
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

300 Carnegie Center, Suite 300	Princeton	New Jersey	08540
(Address of principal executive offices)			(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	CWEN.A	New York Stock Exchange
Class C Common Stock, par value $0.01	CWEN	New York Stock Exchange


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


Class						Outstanding at January 31, 2023
Common Stock, Class A, par value $0.01 per share						34,613,853
Common Stock, Class B, par value $0.01 per share						42,738,750
Common Stock, Class C, par value $0.01 per share						82,283,460
Common Stock, Class D, par value $0.01 per share						42,336,750


GLOSSARY OF TERMS			3
PART I			6
Item 1 — Business			6
Item 1A — Risk Factors			14
Item 1B — Unresolved Staff Comments			37
Item 2 — Properties			38
Item 3 — Legal Proceedings			40
Item 4 — Mine Safety Disclosures			40
PART II			41
Item 5 — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			41
Item 6 — Reserved			42
Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			43
Item 7A — Quantitative and Qualitative Disclosures About Market Risk			60
Item 8 — Financial Statements and Supplementary Data			60
Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			61
Item 9A — Controls and Procedures			61
Item 9B — Other Information			63
PART III			64
Item 10 — Information about Directors, Executive Officers and Corporate Governance			64
Item 11 — Executive Compensation			67
Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			67
Item 13 — Certain Relationships and Related Transactions, and Director Independence			67
Item 14 — Principal Accounting Fees and Services			67
PART IV			68
Item 15 — Exhibits, Financial Statement Schedules			68
EXHIBIT INDEX			125
Item 16 — Form 10-K Summary			130


2025 Senior Notes			$600 million aggregate principal amount of 5.75% unsecured senior notes due 2025, issued by Clearway Energy Operating LLC, which were repaid in March 2021
2026 Senior Notes			$350 million aggregate principal amount of 5.00% unsecured senior notes due 2026, issued by Clearway Energy Operating LLC, which were repaid in October 2021
2028 Senior Notes			$850 million aggregate principal amount of 4.75% unsecured senior notes due 2028, issued by Clearway Energy Operating LLC
2031 Senior Notes			$925 million aggregate principal amount of 3.75% unsecured senior notes due 2031, issued by Clearway Energy Operating LLC
2032 Senior Notes			$350 million aggregate principal amount of 3.75% unsecured senior notes due 2032, issued by Clearway Energy Operating LLC
Adjusted EBITDA			A non-GAAP measure, represents earnings before interest (including loss on debt extinguishment), tax, depreciation and amortization adjusted for mark-to-market gains or losses, asset write offs and impairments; and factors which the Company does not consider indicative of future operating performance
ARO			Asset Retirement Obligation
ASC			The FASB Accounting Standards Codification, which the FASB established as the source of authoritative GAAP
ASU			Accounting Standards Updates – updates to the ASC
ATM Program			At-The-Market Equity Offering Program


Bridge Loan Agreement			Senior secured bridge credit agreement entered into by Clearway Energy Operating LLC that provides a term loan facility in an aggregate principal amount of $335 million that was repaid on May 3, 2022
CAFD			A non-GAAP measure, Cash Available for Distribution is defined as of December 31, 2022 as Adjusted EBITDA plus cash distributions/return of investment from unconsolidated affiliates, cash receipts from notes receivable, cash contributions from noncontrolling interests, adjustments to reflect sales-type lease cash payments and payments for lease expenses, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata Adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness, changes in prepaid and accrued capacity payments, and adjusted for development expenses
Capistrano Wind Portfolio			Five wind projects representing 413 MW of capacity, which includes Broken Bow and Crofton Bluffs located in Nebraska, Cedro Hill located in Texas and Mountain Wind Power I and II located in Wyoming
CARES Act			The Coronavirus Aid, Relief, and Economic Security Act
CEG			Clearway Energy Group LLC (formerly Zephyr Renewables LLC)
CEG Master Services Agreement			Master Services Agreements entered into as of August 31, 2018 and amended on February 2, 2023 between the Company, Clearway Energy LLC and Clearway Energy Operating LLC, and CEG
CEG ROFO Agreement			Right of First Offer Agreement, entered into as of August 31, 2018, by and between Clearway Energy Group LLC and Clearway Energy, Inc., and solely for purposes of Section 2.4, GIP III Zephyr Acquisition Partners, L.P., as amended by the First Amendment dated February 14, 2019, the Second Amendment dated August 1, 2019, the Third Amendment dated December 6, 2019, the Fourth Amendment dated November 2, 2020 and the Fifth Amendment dated August 2, 2021
Clearway Energy LLC			The holding company through which the projects are owned by Clearway Energy Group LLC, the holder of Class B and Class D units, and Clearway Energy, Inc., the holder of the Class A and Class C units
Clearway Energy Group LLC			The holder of all the Company’s Class B and Class D common shares and Clearway Energy LLC’s Class B and Class D units and from time to time, possibly shares of Clearway Energy, Inc.’s Class A and/or Class C common stock
Clearway Energy Operating LLC			The holder of the project assets that are owned by Clearway Energy LLC
COD			Commercial Operation Date
Code			Internal Revenue Code of 1986, as amended
Company			Clearway Energy, Inc., together with its consolidated subsidiaries


CVSR			California Valley Solar Ranch
CVSR Holdco			CVSR Holdco LLC, the indirect owner of CVSR
DGPV Holdco 1			DGPV Holdco 1 LLC
DGPV Holdco 2			DGPV Holdco 2 LLC
DGPV Holdco 3			DGPV Holdco 3 LLC
Distributed Solar			Solar power projects, typically less than 20 MW in size (on an alternating current, or AC, basis), that primarily sell power produced to customers for usage on site, or are interconnected to sell power into the local distribution grid
Drop Down Assets			Assets under common control acquired by the Company from CEG
EPA			United States Environmental Protection Agency
ERCOT			Electric Reliability Council of Texas, the ISO and the regional reliability coordinator of the various electricity systems within Texas
EWG			Exempt Wholesale Generator
Exchange Act			The Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
FERC			Federal Energy Regulatory Commission
FPA			Federal Power Act
FWS			U.S. Fish & Wildlife Service
GAAP			Accounting principles generally accepted in the U.S.
GenConn			GenConn Energy LLC
GHG			Greenhouse gas
GIM			Global Infrastructure Management, LLC
GIP			Global Infrastructure Partners
HLBV			Hypothetical Liquidation at Book Value
IRA			Inflation Reduction Act of 2022
IRS			Internal Revenue Service
ISO			Independent System Operator, also referred to as an RTO
ITC			Investment Tax Credit
KKR			KKR Thor Bidco, LLC, an affiliate of Kohlberg Kravis Roberts & Co. L.P.
kWh			Kilowatt Hour
LIBOR			London Inter-Bank Offered Rate
MBTA			Migratory Bird Treaty Act
Mesquite Star			Mesquite Star Special, LLC
MMBtu			Million British Thermal Units
Mt. Storm			NedPower Mount Storm LLC
MW			Megawatt
MWh			Saleable megawatt hours, net of internal/parasitic load megawatt-hours
MWt			Megawatts Thermal Equivalent
NEPA			National Environmental Policy Act
NERC			North American Electric Reliability Corporation
Net Exposure			Counterparty credit exposure to Clearway Energy, Inc. net of collateral
NOLs			Net Operating Losses
NOx			Nitrogen Oxides
NPNS			Normal Purchases and Normal Sales
NPPD			Nebraska Public Power District
NRG			NRG Energy, Inc.
OCI/OCL			Other comprehensive income/loss
O&M			Operations and Maintenance


PG&E			Pacific Gas and Electric Company

PJM			PJM Interconnection, LLC
PPA			Power Purchase Agreement
PTC			Production Tax Credit
PUCT			Public Utility Commission of Texas
PUHCA			Public Utility Holding Company Act of 2005
PURPA			Public Utility Regulatory Policies Act of 1978
QF			Qualifying Facility under PURPA
RENOM			Clearway Renewable Operation & Maintenance LLC
ROFO			Right of First Offer
RPS			Renewable Portfolio Standards
RPV Holdco			RPV Holdco 1 LLC
RTO			Regional Transmission Organization
SCE			Southern California Edison
SEC			U.S. Securities and Exchange Commission
Senior Notes			Collectively, the 2028 Senior Notes, the 2031 Senior Notes and the 2032 Senior Notes
SO2			Sulfur Dioxide
SOFR			Secured Overnight Financing Rate
SPP			Solar Power Partners
SREC			Solar Renewable Energy Credit
Tax Act			Tax Cuts and Jobs Act of 2017
Thermal Business			The Company’s thermal business, which consists of thermal infrastructure assets that provide steam, hot water and/or chilled water, and in some instances electricity, to commercial businesses, universities, hospitals and governmental units
Thermal Disposition			On May 1, 2022, the Company completed the sale of 100% of its interests in the Thermal Business to KKR
TotalEnergies			TotalEnergies SE
U.S.			United States of America
U.S. DOE			U.S. Department of Energy
Utah Solar Portfolio			Seven utility-scale solar farms located in Utah, representing 530 MW of capacity
Utility Scale Solar			Solar power projects, typically 20 MW or greater in size (on an alternating current, or AC, basis), that are interconnected into the transmission or distribution grid to sell power at a wholesale level
VIE			Variable Interest Entity


	Year ended December 31, 2022
(In millions)	Conventional Generation		Renewables		Thermal		Corporate		Total
Operating revenues	$	417	$	696	$	77	$	—	$	1,190

Net income (loss) (a)	161		(58)		17		940		1,060
Total assets	2,251		9,515		—		546		12,312


	Year ended December 31, 2021
(In millions)	Conventional Generation		Renewables		Thermal		Corporate		Total
Operating revenues	$	441	$	641	$	204	$	—	$	1,286

Net income (loss)	172		(65)		22		(204)		(75)
Total assets	2,442		9,603		631		137		12,813


	Year ended December 31, 2020
(In millions)	Conventional Generation		Renewables		Thermal		Corporate		Total
Operating revenues	$	437	$	569	$	193	$	—	$	1,199

Net income (loss)	140		(109)		3		(96)		(62)


		Capacity
		Rated MW	Net MW(a)	Ownership				PPA Terms
Assets	Location					Fuel	COD	Counterparty	Expiration
Conventional
Carlsbad	Carlsbad, CA	527	527	100	%	Natural Gas	December 2018	San Diego Gas & Electric	2038
El Segundo	El Segundo, CA	550	550	100	%	Natural Gas	August 2013	SCE	2023 - 2026
GenConn Devon	Milford, CT	190	95	50	%	Natural Gas/Oil	June 2010	Connecticut Light & Power	2040
GenConn Middletown	Middletown, CT	190	95	50	%	Natural Gas/Oil	June 2011	Connecticut Light & Power	2041
Marsh Landing	Antioch, CA	720	720	100	%	Natural Gas	May 2013	Various	2023 - 2030
Walnut Creek	City of Industry, CA	485	485	100	%	Natural Gas	May 2013	SCE	2023 - 2026
Total Conventional		2,662	2,472
Utility Scale Solar
Agua Caliente	Dateland, AZ	290	148	51	%	Solar	June 2014	PG&E	2039
Alpine	Lancaster, CA	66	66	100	%	Solar	January 2013	PG&E	2033
Avenal	Avenal, CA	45	23	50	%	Solar	August 2011	PG&E	2031
Avra Valley	Pima County, AZ	27	27	100	%	Solar	December 2012	Tucson Electric Power	2032
Blythe	Blythe, CA	21	21	100	%	Solar	December 2009	SCE	2029
Borrego	Borrego Springs, CA	26	26	100	%	Solar	February 2013	San Diego Gas and Electric	2038
Buckthorn Solar (b)	Fort Stockton, TX	150	150	100	%	Solar	July 2018	City of Georgetown, TX	2043
CVSR	San Luis Obispo, CA	250	250	100	%	Solar	October 2013	PG&E	2038
Desert Sunlight 250	Desert Center, CA	250	63	25	%	Solar	December 2014	SCE	2034
Desert Sunlight 300	Desert Center, CA	300	75	25	%	Solar	December 2014	PG&E	2039
Kansas South	Lemoore, CA	20	20	100	%	Solar	June 2013	PG&E	2033
Mililani I (b) (c)	Honolulu, HI	39	20	50	%	Solar	July 2022	Hawaiian Electric Company	2042
Oahu Solar Projects (b)	Oahu, HI	61	61	100	%	Solar	September 2019	Hawaiian Electric Company	2041
Roadrunner	Santa Teresa, NM	20	20	100	%	Solar	August 2011	El Paso Electric	2031
Rosamond Central (b)	Rosamond, CA	192	96	50	%	Solar	December 2020	Various	2035 - 2047
TA High Desert	Lancaster, CA	20	20	100	%	Solar	March 2013	SCE	2033
Utah Solar Portfolio	Various	530	530	100	%	Solar	July - September 2016	PacifiCorp	2036

Total Utility Scale Solar (d)		2,307	1,616
Distributed Solar
DGPV Fund Projects (b)	Various	286	286	100	%	Solar	September 2015 - March 2019	Various	2030 - 2044
Solar Power Partners (SPP) Projects	Various	25	25	100	%	Solar	June 2008 - June 2012	Various	2026 - 2037
Other DG Projects	Various	21	21	100	%	Solar	December 2010 - October 2015	Various	2023 - 2039
Total Distributed Solar (d)		332	332

Wind
Alta I	Tehachapi, CA	150	150	100	%	Wind	December 2010	SCE	2035
Alta II	Tehachapi, CA	150	150	100	%	Wind	December 2010	SCE	2035
Alta III	Tehachapi, CA	150	150	100	%	Wind	February 2011	SCE	2035
Alta IV	Tehachapi, CA	102	102	100	%	Wind	March 2011	SCE	2035
Alta V	Tehachapi, CA	168	168	100	%	Wind	April 2011	SCE	2035


	December 31, 2017		December 31, 2018		December 31, 2019		December 31, 2020		December 31, 2021		December 31, 2022
Clearway Energy, Inc. Class A common stock	$	100.00	$	93.26	$	110.82	$	179.18	$	212.57	$	198.47
Clearway Energy, Inc. Class C common stock	100.00		95.36		115.75		193.34		227.82		209.85
S&P 500	100.00		94.82		124.68		147.62		190.00		155.59
UTY	100.00		104.39		132.38		135.98		160.79		161.83


	Year ended December 31,
(In millions)	2022		2021		2020
Operating Revenues
Energy and capacity revenues	$	1,465	$	1,425	$	1,234
Other revenues	82		92		53
Contract amortization	(175)		(144)		(88)
Mark-to-market for economic hedges	(182)		(87)		—
Total operating revenues	1,190		1,286		1,199
Operating Costs and Expenses
Cost of fuels	29		75		73

Operations and maintenance	295		279		219
Other costs of operations	111		97		74
Depreciation, amortization and accretion	512		509		428
Impairment losses	16		6		24
General and administrative	40		40		34
Transaction and integration costs	7		7		9
Development costs	2		6		5
Total operating costs and expenses	1,012		1,019		866
Gain on sale of business	1,292		—		—
Operating Income	1,470		267		333
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	29		32		7
Impairment loss on investment	—		—		(8)
Gain on sale of unconsolidated affiliate	—		—		49
Other income, net	17		3		4
Loss on debt extinguishment	(2)		(53)		(24)
Derivative interest income	100		53		(38)
Other interest expense	(332)		(365)		(377)
Total other expense, net	(188)		(330)		(387)
Income (Loss) Before Income Taxes	1,282		(63)		(54)
Income tax expense	222		12		8
Net Income (Loss)	1,060		(75)		(62)
Less: Net Income (loss) attributable to noncontrolling interests and redeemable interests	478		(126)		(87)
Net Income Attributable to Clearway Energy, Inc.	$	582	$	51	$	25


	Year ended December 31,
Business metrics:	2022		2021		2020
Solar MWh generated/sold (in thousands) (a)	4,991		3,585		1,894
Wind MWh generated/sold (in thousands) (a)	9,343		7,728		5,566
Renewables MWh generated/sold (in thousands) (a)	14,334		11,313		7,460
Thermal MWt sold (in thousands) (b)	835		2,035		1,927
Thermal MWh sold (in thousands) (b)	19		59		68
Conventional MWh generated (in thousands) (a)(c)	1,236		1,108		1,475
Conventional equivalent availability factor	92.2	%	94.7	%	94.9	%


	By Remaining Maturity at December 31,
	2022										2021
Contractual Cash Obligations	Under 1 Year		1-3 Years		3-5 Years		Over 5 Years		Total		Total
	(In millions)
Long-term debt (including estimated interest)	$	708	$	1,309	$	1,209	$	5,635	$	8,861	$	10,796
Operating leases	28		60		63		831		982		942
Fuel purchase and transportation obligations (a)	—		—		—		—		—		8
Other liabilities (b)	25		47		40		188		300		310
Total	$	761	$	1,416	$	1,312	$	6,654	$	10,143	$	12,056


	Fair value of contracts as of December 31, 2022
	Maturity
Fair Value Hierarchy Losses	1 Year or Less		Greater Than 1 Year to 3 Years		Greater Than 3 Years to 5 Years		Greater Than 5 Years		Total Fair Value
	(In millions)

Level 2	$	26	$	36	$	16	$	11	$	89
Level 3	(50)		(92)		(76)		(135)		(353)
Total	$	(24)	$	(56)	$	(60)	$	(124)	$	(264)


		(In millions)
Renewables Segment	Increase for solar acquisitions due to the 2021 acquisitions of the Utah Solar Portfolio and Agua Caliente and the 2022 acquisition of Mililani I, slightly offset by the 2022 disposition of Kawailoa.	$	88
	Increase for wind acquisitions due to the 2021 acquisitions of Mt. Storm, Mesquite Sky and Black Rock and the 2022 acquisition of the Capistrano Wind Portfolio, along with the 2021 repowering of the Pinnacle wind project.	48
	Favorable impact from the loss in February 2021 related to net settlements of obligations for wind facilities that were unable to produce the required output during extreme weather conditions in Texas.	50
	Increase primarily driven by higher average realized prices at the wind facilities.	4
	Decrease primarily driven by lower wind generation.	(7)
Thermal Segment	Decrease primarily driven by the sale of the Thermal Business on May 1, 2022.	(130)
Conventional Segment	Decrease primarily driven by forced outages at the El Segundo and Walnut Creek facilities in 2022, resulting in lower capacity revenue.	(23)
Mark-to-market economic hedges	Increase in unrealized losses due to changes in the fair value of commodity contracts, primarily driven by the acquisition of Mesquite Sky in 2021 and mark-to-market losses of the Langford commodity contract, which previously qualified for the NPNS exception.	(76)
	Increase in unrealized losses due to increases in forward power prices in the ERCOT and PJM markets.	(19)
Contract amortization	Increase primarily driven by amortization of the intangible assets for PPAs related to the 2021 acquisitions of Agua Caliente and the Utah Solar Portfolio and the 2022 acquisition of the Capistrano Wind Portfolio.	(31)
		$	(96)


	(In millions)
Change in fair value of interest rate swaps due to higher interest rates	$	(47)
Decrease in interest expense due to decreased principal balances of project-level debt	(20)
Decrease in interest expense due to the sale of the Thermal Business on May 1, 2022	(12)
Decrease in interest expense due to decreased principal balances of Corporate debt, which includes repayment of the outstanding borrowings under the Bridge Loan Agreement and the revolving credit facility on May 3, 2022	(2)
Amortization of deferred financing costs related to the Bridge Loan that was entered into during the fourth quarter of 2021 and paid in full on May 3, 2022	1


	$	(80)


	(In millions)
CEG’s economic interest in Clearway Energy LLC	$	584
Losses attributable to tax equity financing arrangements and the application of HLBV	(87)
Loss attributable to third-party partnerships	(19)
	$	478


	(In millions)
Losses attributable to tax equity financing arrangements and the application of HLBV	$	(174)
Losses attributable to CEG’s interest in partnerships	(3)
CEG’s economic interest in Clearway Energy LLC	47
Income attributable to third-party partnerships	4
	$	(126)


	As of December 31,
	2022		2021
	(In millions)
Cash and cash equivalents:
Clearway Energy, Inc. and Clearway Energy LLC, excluding subsidiaries	$	536	$	33
Subsidiaries	121		146
Restricted cash:
Operating accounts	109		246
Reserves, including debt service, distributions, performance obligations and other reserves	230		229
Total cash, cash equivalents and restricted cash	996		654
Revolving credit facility availability	370		167
Total liquidity	$	1,366	$	821


Description	2023		2024		2025		2026		2027		There-after		Total
	(In millions)
Corporate-level debt:

Clearway Energy Operating LLC Senior Notes, due 2028	$	—	$	—	$	—	$	—	$	—	$	850	$	850
Clearway Energy Operating LLC Senior Notes, due 2031	—		—		—		—		—		925		925
Clearway Energy Operating LLC Senior Notes, due 2032	—		—		—		—		—		350		350


Total Corporate-level debt	—		—		—		—		—		2,125		2,125
Project-level debt:
Agua Caliente Solar LLC, due 2037	37		38		39		40		41		454		649
Alta Wind Asset Management LLC, due 2031	1		1		1		1		1		7		12
Alta Wind I-V lease financing arrangements, due 2034 and 2035	49		51		54		55		57		443		709
Alta Wind Realty Investments LLC, due 2031	2		2		2		3		3		10		22

Borrego, due 2024 and 2038	3		3		2		3		3		37		51
Buckthorn Solar, due 2025	3		4		112		—		—		—		119
Capistrano Wind Portfolio, due 2029 and 2031	19		20		21		22		22		52		156
Carlsbad Energy Holdings LLC, due 2027	22		23		25		26		19		—		115
Carlsbad Energy Holdings LLC, due 2038	—		—		—		—		7		400		407
Carlsbad Holdco, LLC, due 2038	2		2		3		9		11		170		197
CVSR, due 2037	26		28		30		32		35		476		627
CVSR Holdco Notes, due 2037	9		9		9		9		9		115		160
DG-CS Master Borrower LLC, due 2040	28		29		30		30		28		268		413




Marsh Landing, due 2023	19		—		—		—		—		—		19
Mililani I, due 2027	1		1		2		1		42		—		47
NIMH Solar, due 2024	15		148		—		—		—		—		163
Oahu Solar Holdings LLC, due 2026	2		3		3		75		—		—		83
Rosie Class B LLC, due 2027	2		3		3		3		65		—		76


Utah Solar Holdings, due 2036	15		15		14		16		16		181		257
Viento Funding II, LLC, due 2029	8		16		17		20		24		99		184
Waiawa, due 2023 (a)	97		—		—		—		—		—		97
Walnut Creek, due 2023	19		—		—		—		—		—		19
WCEP Holdings, LLC, due 2023	26		—		—		—		—		—		26
Other	14		14		15		16		16		62		137
Total project-level debt	419		410		382		361		399		2,774		4,745
Total debt	$	419	$	410	$	382	$	361	$	399	$	4,899	$	6,870


	Fourth Quarter 2022		Third Quarter 2022		Second Quarter 2022		First Quarter 2022
Dividends per Class A share	$	0.3672	$	0.3604	$	0.3536	$	0.3468
Dividends per Class C share	0.3672		0.3604		0.3536		0.3468


Changes to net cash provided by operating activities were driven by:	(In millions)
Increase in operating income adjusted for non-cash items	$	60
Increase in working capital primarily driven by the timing of accounts receivable collections and payments of accounts payable	45
Transaction expenses paid on May 1, 2022 in connection with the sale of the Thermal Business	(18)
Decrease in distributions from unconsolidated affiliates	(1)
	$	86


Changes to net cash provided by (used in) investing activities were driven by:	(In millions)
Proceeds from the sale of the Thermal Business	$	1,457
Cash paid for acquisitions, net of cash acquired, in 2021	533
Decrease in cash paid for Drop Down assets	158
Decrease in capital expenditures	39
Cash paid to CEG in 2021 for equipment for the Pinnacle wind project repowering	21
Cash paid to CEG in 2022 for Capistrano Wind Portfolio	(223)
Decrease in the return of investment from unconsolidated affiliates	(34)
Other	(21)
	$	1,930


Changes in net cash (used in) provided by financing activities were driven by:	(In millions)
Decrease in contributions from noncontrolling interests, net of distributions	$	(907)
Decrease in proceeds from the revolving credit facility, net of payments	(490)
Decrease in payments for long-term debt, net of proceeds	(390)
Cash released from escrow distributed to CEG in 2022	(64)
Increase in dividends paid to common stockholders and distributions paid to CEG unit holders	(21)
Tax-related distributions in 2022	(8)
Other	3




	$	(1,877)


Derivative Activity (Losses)/Gains	(In millions)
Fair value of contracts as of December 31, 2021	$	(236)
Contracts realized or otherwise settled during the period	118
Contracts acquired during the period	24
Contracts added due to loss of NPNS exception	(22)
Contracts removed during the period	1
Changes in fair value	(149)
Fair value of contracts as of December 31, 2022	$	(264)


Accounting Policy			Judgments/Uncertainties Affecting Application






Income Taxes and Valuation Allowance for Deferred Tax Assets			Ability to withstand legal challenges of tax authority decisions or appeals
			Anticipated future decisions of tax authorities
			Application of tax statutes and regulations to transactions
			Ability to utilize tax benefits through carry backs to prior periods and carry forwards to future periods
Hypothetical Liquidation at Book Value (HLBV)			Estimates of taxable income (loss) and tax capital accounts
			Estimated calculation of specified target investor returns
			Application of liquidation provisions of operating agreements
Acquisition Accounting			Identification of assets acquired
			Inputs for fair values of assets and liabilities acquired
			Application of appropriate fair value methodologies
Financial Instruments			Use of unobservable market inputs such as future electricity prices, future interest rates and discount rates


Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (1)
Equity compensation plans approved by security holders - Class A common stock	7,186	$	—	—
Equity compensation plans approved by security holders - Class C common stock	578,627	—		3,110,282
Equity compensation plans not approved by security holders	—	N/A		—
Total	585,813	$	—	3,110,282


			Allocation of earnings to noncontrolling interests in tax equity arrangements

Description of the Matter			As described in Note 5 to the consolidated financial statements, during 2022, tax equity investors purchased noncontrolling interests in Mililani TE Holdco LLC and Waiawa TE Holdco LLC (the “new tax equity arrangements”). Each tax equity investor received Class A membership interests in the respective entity. The Company utilizes the output of a hypothetical liquidation at book value (HLBV) model to determine the earnings allocated to the tax equity noncontrolling interest holders as the contractual agreements between the parties represent substantive profit-sharing arrangements. Auditing the allocation of earnings using the HLBV method to the new tax equity arrangements was complex due to the judgments required at the inception of the arrangement to evaluate whether the HLBV model appropriately reflects the unique substantive profit-sharing terms and features within each arrangement. A greater extent of audit effort and specialized skill and knowledge was required with respect to evaluating the appropriateness of the tax capital account balances used in the HLBV model for compliance with the provisions of the Internal Revenue Code, as well as compliance with the contractual provisions in each agreement.


How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of the control over the Company’s process for establishing the HLBV model for the new tax equity arrangements. For example, we tested a control over management’s review of the substantive profit-sharing terms and features within each arrangement and evaluated whether they are properly reflected in each HLBV model. To test the allocation of earnings to noncontrolling interest holders in the new tax equity arrangements, we read the related agreements to understand the business purpose and the substantive profit-sharing provisions. We evaluated each HLBV model for consistency with the contractual provisions in the related agreements and tested the initial recognition of the noncontrolling interest balance by agreeing capital contributions to supporting documentation. We involved tax subject matter professionals to assist in evaluating the calculation of the tax capital accounts used in each HLBV model for compliance with the provisions of the Internal Revenue Code, as well as compliance with the contractual provisions in the agreements. Additionally, we tested the year end noncontrolling interest balances for the new tax equity arrangements by agreeing contributions and distributions to supporting documentation and recalculating the allocation of earnings using each HLBV model.

			Fair value of Level 3 energy related commodity contracts

Description of the Matter			As described in Note 6 to the consolidated financial statements, as of December 31, 2022, the aggregate fair value of energy related commodity contracts classified as Level 3 derivative instruments was $353 million. The Company’s determination of the fair value of long-term power commodity contracts executed in illiquid markets are considered Level 3 fair value measurements as they contain significant unobservable inputs, including forward market energy pricing curves. The Company uses a discounted cash flow valuation technique to determine the fair value of its energy related commodity contracts. Auditing the fair value measurement of energy related commodity contracts classified as Level 3 financial instruments was complex due to the judgmental nature of the forward market energy pricing curve assumptions used as an input into the valuation models.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s processes for reviewing the key assumptions in estimating Level 3 fair values. For example, we tested controls over management’s review of the specific forward market energy pricing curves used as an input into the valuation models. To test the fair value of Level 3 energy related commodity contracts, our audit procedures included, among others, evaluating the valuation methodologies used by the Company and testing significant inputs, estimates and the mathematical accuracy of the calculations. In certain instances, with the assistance of our valuation specialists, we independently determined the significant assumptions, calculated the resultant fair values and compared them to the Company’s estimates. We obtained forward market energy prices from independent sources, including pricing service providers and counterparty fair values, and evaluated the Company’s assumptions related to their forward curves and confirmed key inputs with counterparties. We also performed sensitivity analyses using independent sources of market data to evaluate the significance of the change in fair value of Level 3 energy related commodity contracts that would result from changes in underlying assumptions.


	Year ended December 31,
(In millions, except per share amounts)	2022		2021		2020
Operating Revenues
Total operating revenues	$	1,190	$	1,286	$	1,199
Operating Costs and Expenses
Cost of operations, exclusive of depreciation, amortization and accretion shown separately below	435		451		366
Depreciation, amortization and accretion	512		509		428
Impairment losses	16		6		24
General and administrative	40		40		34
Transaction and integration costs	7		7		9
Development costs	2		6		5
Total operating costs and expenses	1,012		1,019		866
Gain on sale of business	1,292		—		—
Operating Income	1,470		267		333
Other Income (Expense)
Equity in earnings of unconsolidated affiliates	29		32		7
Impairment loss on investment	—		—		(8)
Gain on sale of unconsolidated affiliate	—		—		49
Other income, net	17		3		4
Loss on debt extinguishment	(2)		(53)		(24)
Interest expense	(232)		(312)		(415)
Total other expense, net	(188)		(330)		(387)
Income (Loss) Before Income Taxes	1,282		(63)		(54)
Income tax expense	222		12		8
Net Income (Loss)	1,060		(75)		(62)



Less: Net income (loss) attributable to noncontrolling interests and redeemable interests	478		(126)		(87)
Net Income Attributable to Clearway Energy, Inc.	$	582	$	51	$	25
Earnings Per Share Attributable to Clearway Energy, Inc. Class A and Class C Common Stockholders
Weighted average number of Class A common shares outstanding - basic and diluted	35		35		35

Weighted average number of Class C common shares outstanding - basic	82		82		80
Weighted average number of Class C common shares outstanding - diluted	82		82		81
Earnings per Weighted Average Class A and Class C Common Share - Basic and Diluted	$	4.99	$	0.44	$	0.22


Dividends Per Class A Common Share	$	1.43	$	1.33	$	1.05
Dividends Per Class C Common Share	$	1.43	$	1.33	$	1.05


(In millions, except shares)	December 31, 2022		December 31, 2021
ASSETS
Current Assets
Cash and cash equivalents	$	657	$	179
Restricted cash	339		475
Accounts receivable — trade	153		144

Inventory	47		37
Derivative instruments	26		—




Current assets held-for-sale	—		631
Prepayments and other current assets	54		65
Total current assets	1,276		1,531
Property, plant and equipment, net	7,421		7,650
Other Assets
Equity investments in affiliates	364		381
Intangible assets for power purchase agreements, net	2,488		2,419
Other intangible assets, net	77		80
Deferred income taxes	—		95
Derivative instruments	63		6
Right-of-use assets, net	527		550
Other non-current assets	96		101
Total other assets	3,615		3,632
Total Assets	$	12,312	$	12,813
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	322	$	772
Accounts payable — trade	55		74
Accounts payable — affiliates	22		107
Derivative instruments	50		46
Accrued interest expense	54		54
Current liabilities held-for-sale	—		494
Accrued expenses and other current liabilities	114		84
Total current liabilities	617		1,631
Other Liabilities
Long-term debt	6,491		6,939
Deferred income taxes	119		13
Derivative instruments	303		196
Long-term lease liabilities	548		561
Other non-current liabilities	201		173
Total other liabilities	7,662		7,882
Total Liabilities	8,279		9,513
Redeemable noncontrolling interest in subsidiaries	7		—
Commitments and Contingencies
Stockholders’ Equity
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued	—		—
Class A, Class B, Class C and Class D common stock, $0.01 par value; 3,000,000,000 shares authorized (Class A 500,000,000, Class B 500,000,000, Class C 1,000,000,000, Class D 1,000,000,000); 201,972,813 shares issued and outstanding (Class A 34,613,853, Class B 42,738,750, Class C 82,283,460, Class D 42,336,750) at December 31, 2022 and 201,856,166 shares issued and outstanding (Class A 34,599,645, Class B 42,738,750, Class C 81,779,021, Class D 42,738,750) at December 31, 2021	1		1
Additional paid-in capital	1,761		1,872
Retained earnings (accumulated deficit)	463		(33)
Accumulated other comprehensive income (loss)	9		(6)
Noncontrolling interest	1,792		1,466
Total Stockholders’ Equity	4,026		3,300
Total Liabilities and Stockholders’ Equity	$	12,312	$	12,813


(In millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Non-controlling Interest		Total Stockholders’ Equity



Balances at December 31, 2019	$	—	$	1	$	1,936	$	(72)	$	(15)	$	413	$	2,263
Net income (loss)	—		—		—		25		—		(87)		(62)
Unrealized gain on derivatives and changes in accumulated OCL, net of tax	—		—		—		—		1		—		1
Contributions from CEG, non-cash	—		—		—		—		—		6		6
Contributions from CEG, cash	—		—		—		—		—		6		6
Distributions to noncontrolling interests, non-cash	—		—		—		—		—		(2)		(2)
Contributions from noncontrolling interests, net of distributions, cash	—		—		—		—		—		240		240

DGPV Drop Down and Consolidation	—		—		—		—		—		(20)		(20)

Mesquite Star Drop Down and Consolidation	—		—		—		—		—		361		361
Langford Drop Down	—		—		—		—		—		76		76
Rosamond Central Drop Down	—		—		—		—		—		57		57
Lighthouse Partnership Yield Protection Agreement	—		—		(15)		—		—		—		(15)
Buyout of Repowering Partnership II LLC non-controlling interest	—		—		—		—		—		(70)		(70)
Stock-based compensation	—		—		2		—		—		—		2
Non-cash adjustment for change in tax basis	—		—		21		—		—		—		21
Net proceeds from the issuance of common stock under the ATM Program	—		—		62		—		—		—		62
Common stock dividends and distributions to CEG	—		—		(84)		(37)		—		(90)		(211)
Balances at December 31, 2020	—		1		1,922		(84)		(14)		890		2,715
Net income (loss)	—		—		—		51		—		(130)		(79)
Unrealized gain on derivatives and changes in accumulated OCL, net of tax	—		—		—		—		8		11		19
Contributions from CEG, net of distributions, non-cash	—		—		—		—		—		31		31
Contributions from CEG, net of distributions, cash	—		—		—		—		—		296		296

Contributions from noncontrolling interests, net of distributions, cash	—		—		—		—		—		676		676
Lighthouse Partnership Yield Protection Agreement Amendment	—		—		15		—		—		—		15
Agua Caliente Acquisition	—		—		—		—		—		273		273
Rattlesnake Drop Down	—		—		—		—		—		(117)		(117)
Mesquite Sky Drop Down	—		—		78		—		—		(198)		(120)
Black Rock Drop Down	—		—		16		—		—		(153)		(137)
Stock-based compensation	—		—		3		—		—		—		3
Non-cash adjustment for change in tax basis	—		—		(7)		—		—		—		(7)
Common stock dividends and distributions to CEG	—		—		(155)		—		—		(113)		(268)
Balances at December 31, 2021	—		1		1,872		(33)		(6)		1,466		3,300
Net income	—		—		—		582		—		467		1,049
Unrealized gain on derivatives and changes in accumulated OCL, net of tax	—		—		—		—		11		17		28
Distributions to CEG, net of contributions, non-cash	—		—		—		—		—		(4)		(4)
Contributions from CEG, net of distributions, cash	—		—		—		—		—		16		16
Contributions from noncontrolling interests, net of distributions, cash	—		—		—		—		—		51		51
Mesquite Sky Drop Down	—		—		(1)		—		—		(7)		(8)
Black Rock Drop Down	—		—		—		—		—		1		1
Mililani I Drop Down	—		—		(11)		—		—		(19)		(30)
Waiawa Drop Down	—		—		(17)		—		—		(4)		(21)
Capistrano Wind Portfolio Acquisition	—		—		—		—		4		7		11
Kawailoa Sale to Clearway Renew LLC	—		—		—		—		—		(69)		(69)
Tax-related distributions	—		—		—		—		—		(8)		(8)
Non-cash adjustments for change in tax basis	—		—		(1)		—		—		—		(1)
Stock-based compensation	—		—		1		(1)		—		—		—
Common stock dividends and distributions to CEG unit holders	—		—		(82)		(85)		—		(122)		(289)
Balances at December 31, 2022	$	—	$	1	$	1,761	$	463	$	9	$	1,792	$	4,026


	December 31,
	2022		2021
	(In millions)
Cash and cash equivalents	$	657	$	179
Restricted cash	339		475
Cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	996	$	654


(In millions)
Balance as of December 31, 2021	$	146

Liabilities incurred	6
Liabilities settled	(5)
Accretion expense	10
Balance as of December 31, 2022	$	157