Form 8-K

8-K — Clearway Energy, Inc.

Accession: 0001104659-26-092109

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001567683

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2622221d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2622221d1_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2622221d1_ex5-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2622221d1_8k.htm · Sequence: 1

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0001567683

2026-08-06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

Clearway Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36002

46-1777204

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

300 Carnegie Center, Suite 300, Princeton,

New Jersey 08540

(Address of principal executive offices, including zip code)

(609) 608-1525

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Class C Common Stock, par value $0.01

CWEN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On August 6, 2026, Clearway Energy, Inc. (the “Company”)

and Clearway Energy LLC entered into an Equity Distribution Agreement (the “Agreement”) with Wells Fargo Securities, LLC,

Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (collectively,

the “Agents”). Pursuant to the terms of the Agreement, the Company may offer and sell shares of the Company’s Class C

common stock, par value $0.01 per share (the “Shares”), from time to time through the Agents, as the Company’s sales

agents for the offer and sale of the Shares, up to an aggregate sales price of $100,000,000 (the “ATM Program”). Sales of

the Shares, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market

maker or directly on or through an electronic communications network at market prices or as otherwise permitted by law. The Company intends

to use the net proceeds from the sale of the Shares for general corporate purposes, which may include the repayment or refinancing of

indebtedness and the funding of working capital, capital expenditures, acquisitions and investments. The Company may invest funds not

required immediately for such purposes in marketable securities and short-term investments.

The Shares will be issued pursuant to a prospectus supplement, dated

August 6, 2026, to the Company’s shelf registration statement (the “Registration Statement”) on Form S-3 (File

No. 333-298054), which became effective upon filing with the Securities and Exchange Commission on August 6, 2026. This Current

Report on Form 8-K (this “Current Report”) shall not constitute an offer to sell or a solicitation of an offer to buy

any security, including the Shares, nor will there be any sales of these securities in any state or jurisdiction in which such an offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing

description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement,

a copy of which is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.

Item 8.01. Other Events.

In connection with the offering

of the Shares under the Agreement, the Company is filing the opinion of Baker Botts L.L.P. as part of this Current Report that is to be

incorporated by reference into the Registration Statement. The opinion of Baker Botts L.L.P. is filed as Exhibit 5.1 to this Current

Report and incorporated herein by reference.

Cautionary Statement Concerning Forward-Looking Statements

This Current Report contains forward-looking statements within the

meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified

by the use of words such as “expect,” “estimate,” “target,” “anticipate,” “forecast,”

“plan,” “outlook,” “believe” and similar terms. Such forward-looking statements include, but are not

limited to, statements regarding the anticipated consummation of the transactions described above, the anticipated benefits, opportunities

and results with respect to such transactions and the Company’s anticipated use of proceeds from the sale of Shares under the ATM

Program.

Although the Company believes that the expectations are reasonable,

it can give no assurance that these expectations will prove to be correct, and actual results may vary materially. Factors that could

cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the

capital markets generally, whether the Company will offer or sell Shares under the ATM Program and the anticipated use of proceeds.

The Company undertakes no obligation to update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise, except as required by law. The foregoing review of factors

that could cause the Company’s actual results to differ materially from those contemplated in the forward-looking statements included

in this Current Report should be considered in connection with information regarding risks and uncertainties that may affect the Company’s

future results included in the Company’s other filings with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

1.1

Equity Distribution Agreement, dated as of August 6, 2026, by and among Clearway Energy, Inc., Clearway Energy LLC, Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC.

5.1

Opinion of Baker Botts L.L.P.

23.1

Consent of Baker Botts L.L.P. (included in Exhibit 5.1)

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Clearway Energy, Inc.

By:

/s/ Michael A. Brown

Michael A. Brown

Senior Vice President, General Counsel and Corporate Secretary

Date: August 6, 2026

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2622221d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

Clearway

Energy, Inc.

Shares of Class C Common Stock

(par value $0.01 per share)

Having an Aggregate Gross Sales Price of up

to $100,000,000

Equity Distribution Agreement

August 6, 2026

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Ladies and Gentlemen:

Clearway Energy, Inc.,

a Delaware corporation (the “Company”), and Clearway Energy LLC, a Delaware limited liability company (“Clearway

LLC” and, together with the Company, the “Company Parties”), confirm their agreement (this “Agreement”)

with Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P.

Morgan Securities LLC (each a “Manager” and collectively, the “Managers”) as follows:

1.             Description

of Shares. The Company proposes to issue and sell through or to the Managers, as sales agents, shares of Class C Common Stock,

par value $0.01 per share, of the Company (“Class C Common Stock”), having an aggregate gross sales price to

the public of up to $100,000,000 (the “Shares”), from time to time during the term of this Agreement and on the terms

set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the

Managers as exclusive agents of the Company with respect to the issuance and sale of the Shares from time to time from the Company pursuant

to this Agreement, and the Managers agree to use their commercially reasonable efforts to sell the Shares in the manner and subject to

the terms and conditions described in this Agreement. Certain terms used herein are defined in Section 22 hereof.

2.             Representations

and Warranties. The Company Parties, jointly and severally, represent and warrant to each Manager at the Execution Time and at each

such time the following representations and warranties are repeated or deemed to be made pursuant to this Agreement, including each Applicable

Time, each Representation Date (as defined below) and each Settlement Date (as defined below), as set forth below.

(a)             Registration

Statement. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission

a registration statement on Form S-3 (File Number: 333-298054), including a related Base Prospectus, for registration under the

Act of the offering and sale of the securities, including the Shares, and such Registration Statement, including any amendments thereto

filed prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made, has become effective.

The Company has filed with the Commission the Prospectus Supplement relating to the Shares in accordance with Rule 424(b). As filed,

the Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Managers agree

in writing to a modification, shall be in all substantive respects in the form furnished to the Managers prior to the Execution Time or

prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, at each

such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Act to be

delivered (whether physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 or any similar

rule) in connection with any offer or sale of the Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective

Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration

Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated

by reference therein pursuant to Item 12 of Form S-3, which were filed under the Exchange Act on or before the Effective Date of

the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be;

and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration

Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any

document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus

Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference. If the Company files a successor registration

statement with respect to the Shares, after effectiveness of any such registration statement, (i) all references to “Registration

Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated

by reference therein pursuant to Item 12 of Form S-3, (ii) all references to “Base Prospectus” included in this

Agreement shall be deemed to include the final form of prospectus, including all documents incorporated by reference therein pursuant

to Item 12 of Form S-3, included in any such registration statement at the time such registration statement became effective and

(iii) all references to “Prospectus Supplement” included in this Agreement shall be deemed to include any prospectus

supplement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, relating to the final form

of prospectus included in any such registration statement.

(b)             No

Stop Order. The Commission has not issued any order preventing or suspending the use of the Prospectus or suspending the effectiveness

of the Registration Statement, and no proceeding or examination for such purpose or pursuant to Section 8A of the Act has been instituted

or, to the knowledge of any of the Company Parties, threatened by the Commission.

Issuer. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or another offering participant

made a bona fide offer (within the meaning of Rule 164(h)(2) of the Act) of the Shares and at the date hereof, the Company

was not and is not an “ineligible issuer,” as defined in Rule 405.

(d)             No

Material Misstatements or Omissions in the Registration Statement. On each Effective Date, at the Execution Time, at each Applicable

Time, on each Settlement Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically,

deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 or any similar rule) in connection with any

offer or sale of Shares, the Registration Statement complied and will comply in all material respects with the applicable requirements

of the Act and the Exchange Act and the respective rules thereunder and did not and will not contain an untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading;

provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in

reliance upon and in conformity with written information furnished to the Company by or on behalf of the Managers specifically for inclusion

therein, which information is specified in Section 7(b).

(e)             No

Material Misstatements or Omissions in the Prospectus. On the date of any filing pursuant to Rule 424(b), at the Execution Time,

at each Applicable Time, on each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether

physically, deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 or any similar rule) in connection

with any offer or sale of Shares, the Prospectus complied and will comply in all material respects with the applicable requirements of

the Act and the Exchange Act and the respective rules thereunder and did not and will not include any untrue statement of a material

fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading; provided that no representation or warranty is made as to information included in or omitted from

the Prospectus in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Managers specifically

for inclusion therein, which information is specified in Section 7(b).

(f)             No

Other Prospectus. Prior to the Execution Time, the Company has not, directly or indirectly, offered or sold any Shares by means of

any “prospectus” (in each case within the meaning of the Act) or used any “prospectus” (in each case within the

meaning of the Act) in connection with the offer or sale of Shares, and from and after the Execution Time, the Company will not, directly

or indirectly, offer or sell any Shares pursuant to this Agreement by means of any “prospectus” (within the meaning of the

Act) or use any “prospectus” (within the meaning of the Act) in connection with any such offer or sale of the Shares, other

than the Prospectus, as amended or supplemented from time to time in accordance with the provisions of this Agreement; the Company has

not, directly or indirectly, prepared, used or referred to any Issuer Free Writing Prospectus, as defined in Rule 433, in connection

with offers or sales of Shares pursuant to this Agreement.

(g)             Regulation

M Exceptions. The Class C Common Stock is an “actively-traded security” as defined in Rule 101 of Regulation

M under the Exchange Act by subsection (c)(1) of such rule.

(h)             Other

Sales Agency Agreements. The Company is not a party to any other effective sales agency agreements or other similar arrangements,

with any agent or any other representative in respect of at-the-market offerings of Class C Common Stock in accordance with Rule 415(a)(4) of

the Act.

(i)             Good

Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws

of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as

described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the

Company is duly qualified as a foreign corporation to transact business and is in good standing or equivalent status in each other jurisdiction

in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except

where the failure so to qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect (as defined below).

(j)             Good

Standing of Subsidiaries. Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X)

of the Company, including Clearway LLC, has been duly organized and is validly existing in good standing under the laws of the jurisdiction

of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct

its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing

or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property

or the conduct of business, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect (as defined below). Except as otherwise disclosed in the Registration Statement

and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all of

the issued and outstanding capital stock or other ownership interests of each subsidiary (except to the extent held by Clearway Energy

Group LLC (“CEG”)) has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the

Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The

only subsidiaries of the Company are the subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K

for the year ended December 31, 2025 filed with the Commission on February 24, 2026 (the “2025 Annual Report”),

and those subsidiaries that, collectively, do not constitute a “significant subsidiary” (as such term is defined in Rule 1-02

of Regulation S-X).

(k)             Well-Known

Seasoned Issuer. (i) At the original effectiveness of the Registration Statement, (ii) if applicable, at the time of the

most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by

post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus),

(iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under

the Act) made any offer relating to the Shares in reliance on the exemption of Rule 163 under the Act, and (iv) as of each Applicable

Time, the Company was and is a “well-known seasoned issuer” (as defined in Rule 405).

(l)             Capitalization.

The authorized, issued and outstanding shares of capital stock of the Company as of the Company’s most recently completed fiscal

quarter or year are as set forth in the Company’s Quarterly Report on Form 10-Q or Annual Report on Form 10-K for the

most recently completed fiscal quarter or year, as applicable (except for subsequent issuances, if any, pursuant to this Agreement, pursuant

to reservations, agreements or employee benefit plans referred to in the Registration Statement and the Prospectus or pursuant to the

exercise of convertible securities or options referred to in the Registration Statement and the Prospectus). All outstanding shares of

capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding

shares of capital stock of, or ownership interests in, the Company or any subsidiary (except to the extent held by CEG) were issued in

violation of the preemptive or other similar rights of any securityholder of the Company or such subsidiary.

(m)             Authorization

and Description of Shares. The Shares to be purchased by the Managers from the Company have been duly authorized for issuance and

sale to the Managers pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment

of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Shares is not

subject to the preemptive or other similar rights of any securityholder of the Company. The Class C Common Stock and Clearway LLC’s

Class B units, Class C units and Class D units conform to all statements relating thereto contained in the Registration

Statement and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of

Shares will be subject to personal liability by reason of being such a holder.

(n)             Accuracy

of Descriptions. The statements under the heading “Business—Regulatory Matters” in the 2025 Annual Report and under

the heading “Certain Relationships and Related Person Transactions” in the Company’s Definitive Proxy Statement on Schedule

14A filed with the Commission on March 24, 2026, insofar as such statements summarize legal matters, agreements, documents, proceedings

or affiliate transactions discussed therein, including related party agreements, power purchase agreements, offtake agreements and contracts

for differences, are accurate and fair summaries of such legal matters, agreements, documents, proceedings or affiliate transactions in

all material respects. All agreements between the Company or any of its subsidiaries and any other party expressly referenced in the Registration

Statement and the Prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the

Act, are legal, valid and binding obligations of the Company or such subsidiary, as applicable, enforceable against the Company or such

subsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be

limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general

equitable principles and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying

such law. Except as described in the Registration Statement and the Prospectus, neither the Company nor, to the knowledge of the Company,

CEG has sent or received any notice indicating the termination of or intention to terminate any of the contracts or agreements referred

to or described in the Registration Statement and the Prospectus or filed as an exhibit to the Registration Statement.

(o)             Registration

Rights. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant

to the Registration Statement or otherwise registered for sale or sold by the Company under the Act pursuant to this Agreement, other

than those rights that have been disclosed in the Registration Statement and the Prospectus and have been waived.

(p)             Authorization,

Execution and Delivery of the Equity Distribution Agreement. This Agreement has been duly authorized, executed and delivered by the

Company Parties.

(q)             Absence

of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, by-laws

or similar organizational document, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition

contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument

to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties

or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such

defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (iii) in

violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory

body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any

of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance

of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus, (including

the issuance and sale of the Shares and the use of the proceeds from the sale of the Shares as described therein under the caption “Use

of Proceeds”) and compliance by the Company Parties with their obligations hereunder have been duly authorized by all necessary

corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with, require

a consent under, or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition

of any lien, charge or encumbrance upon any properties or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments

(except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually or in

the aggregate, reasonably be expected to have a Material Adverse Effect), nor will such actions (i) result in any violation of the

provisions of the charter, by-laws or similar organizational document of the Company or any of its subsidiaries, (ii) conflict with

or constitute a breach of, or a default or a Repayment Event (as defined below) under, or result in the creation or imposition of any

lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent

of any other party to, any Agreement and Instrument, except for such conflicts, breaches, defaults, liens, charges or encumbrances as

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iii) result in any violation

of any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity, except for such violations as would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used herein, a “Repayment

Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any

person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such

indebtedness by the Company or any of its subsidiaries.

(r)             Absence

of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree

of, any Governmental Entity is necessary or required for the performance by the Company Parties of their obligations hereunder, in connection

with the offering, issuance or sale of the Shares hereunder or the consummation of the transactions contemplated by this Agreement except

such as have been already obtained or as may be required under the Act and the rules and regulations promulgated thereunder, the

rules of the New York Stock Exchange (the “NYSE”), state securities laws or the rules of the Financial Industry

Regulatory Authority, Inc. (“FINRA”).

(s)             Financial

Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement

and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the

Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash

flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity

with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved,

except as may be expressly stated in the related notes thereto. The pro forma financial statements, data and the related notes thereto,

if any, included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects

the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to

pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation

thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred

to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules

are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Act or the rules and

regulations promulgated thereunder. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference

therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission)

comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable. The interactive data

in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement has been prepared in accordance

with the Commission’s rules and guidelines applicable thereto.

(t)             Independent

Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration Statement

and the Prospectus are independent public accountants as required by the Act and the rules and regulations promulgated thereunder,

the Exchange Act and the rules and regulations promulgated thereunder and the Public Company Accounting Oversight Board.

(u)             Accounting

Controls and Disclosure Controls. The Company and each of its subsidiaries maintain internal control over financial reporting (as

defined under Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act) and a system of internal accounting controls sufficient

to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization;

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain

accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;

(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is

taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated

by reference in the Registration Statement is prepared in accordance with the Commission’s rules and guidelines applicable

thereto. Except as described in the Registration Statement and the Prospectus, since the Company’s inception, there has been (A) no

material weakness in the Company’s internal control over financial reporting that could adversely affect the Company’s ability

to record, process, summarize and report financial data and (B) no change in the Company’s internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial

reporting.

(v)             Compliance

with the Sarbanes-Oxley Act. The Company is in compliance in all material respects with all provisions of the Sarbanes-Oxley Act of

2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sarbanes-Oxley Act”)

that are in effect and with which the Company is required to comply. To the Company’s knowledge, such internal controls over financial

reporting are effective at a reasonable assurance level.

(w)             No

Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given

in the Registration Statement and the Prospectus, (i) there has been no material adverse change in the condition, financial or otherwise,

or in the earnings, business, operations or prospects as described in or contemplated by the Registration Statement and the Prospectus,

whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity

(a “Material Adverse Effect”), (ii) the Company and its subsidiaries, considered as one entity, have not incurred

any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material

transaction or agreement not in the ordinary course of business and (iii) there has been no dividend or distribution of any kind

declared, paid or made by the Company or any of its subsidiaries on any class of their capital stock or other equity securities.

(x)             Title

to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to

all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions

or encumbrances of any kind except such as (i) are described in the Registration Statement and the Prospectus or (ii) do not,

individually or in the aggregate, materially and adversely affect the value of such properties taken as a whole and do not materially

interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries considered as one enterprise;

and all of the leases and subleases of the Company and its subsidiaries, considered as one enterprise, and under which the Company or

any of its subsidiaries holds properties described in the Registration Statement or the Prospectus, are in full force and effect, with

such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such properties, and neither

the Company nor any such subsidiary has received actual notice of any material claim of any sort that has been asserted by anyone adverse

to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights

of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

(y)             Possession

of Licenses and Permits. The Company and its subsidiaries have filed or caused to be filed with the appropriate Governmental Entities

all forms, statements, reports, and documents (including all exhibits, amendments, and supplements thereto) (each a “Filing”)

required to be filed by it with respect to the Company and each of its subsidiary’s businesses and each of their facilities under

all applicable laws and their respective rules and regulations thereunder, all of which complied in all respects with all applicable

requirements of the appropriate law and rules and regulations thereunder in effect on the date each such Filing was made, except

where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The

Company and its subsidiaries possess such valid and current certificates, authorizations or permits issued by the appropriate Governmental

Entities necessary to conduct the business now operated by them (each a “Governmental License”), except where the failure

so to possess would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its

subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All of the Governmental Licenses are

valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses

to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any

Governmental Licenses which, if the subject of an unfavorable decision, ruling or finding, would, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

(z)             Possession

of Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent

rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential

information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual

Property”) reasonably necessary to carry on the business now operated by them, except as would not, individually or in the aggregate,

have a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received any notice of any infringement of or

conflict with asserted intellectual property rights of others with respect to any Intellectual Property, which infringement or conflict

(if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, individually or in the aggregate, would have

a Material Adverse Effect.

(aa)          Absence

of Proceedings. Except as disclosed in the Registration Statement and the Prospectus, there is no action, suit, proceeding, inquiry

or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the Company Parties, threatened, against

or affecting the Company or any of its subsidiaries, which would, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect, or which might materially and adversely affect their respective properties or assets or the consummation of

the transactions contemplated in this Agreement or the performance by the Company of its obligations hereunder.

(bb)          Accuracy

of Exhibits. There are no contracts or documents which are required by the Act or the rules and regulations promulgated thereunder

to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which have not

been so described and filed as required.

(cc)          Insurance.

The Company and its subsidiaries carry, or are entitled to the benefits of insurance, with financially sound institutions with policies

in such amounts and with such deductibles and covering such risks as are generally deemed reasonably adequate and customary for their

businesses including, without limitation, policies covering real and personal property owned or leased by the Company and its subsidiaries

against theft, damage, destruction, acts of vandalism, flood and earthquakes. The Company has no reason to believe that it or any of its

subsidiaries will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain

comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost

that would not reasonably be expected to have a Material Adverse Effect.

(dd)          Absence

of Certain Relationships. No relationship, direct or indirect, exists between or among the Company or its subsidiaries, on the one

hand, and the directors, officers or stockholders of the Company, on the other hand, which is required under the Act to be described in

the Registration Statement or the Prospectus which is not so described. Except as disclosed in the Registration Statement and the Prospectus,

there are no outstanding loans or advances (except advances for business expenses in the ordinary course of business) or guarantees of

indebtedness by the Company or any affiliate of the Company to the benefit of any of the officers or directors of the Company or any affiliate

of the Company or any of their respective family members.

(ee)          Absence

of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the

Company Parties, is imminent, which, in any case, would have a Material Adverse Effect.

(ff)            Environmental

Laws. Except as described in the Registration Statement and the Prospectus or would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect, the Company and its subsidiaries (i) are conducting and have conducted their businesses,

operations and facilities in compliance with Environmental Laws (as defined below); (ii) have duly obtained, possess, maintain in

full force and effect and have fulfilled and performed all of their obligations under any and all permits, licenses or registrations required

under Environmental Law (“Environmental Permits”); (iii) have not received any notice from a governmental authority

or any other third party alleging any violation of Environmental Law or liability thereunder; (iv) are not subject to any pending

or, to the best knowledge of the Company or any of its subsidiaries, threatened claim in writing or other legal proceeding under any Environmental

Laws against the Company or any of its subsidiaries; (v) do not have knowledge of any applicable Environmental Laws, or any unsatisfied

conditions in an Environmental Permit, that, individually or in the aggregate, can reasonably be expected to require any material capital

expenditures for either the installation of new pollution control equipment, or a switch in a project’s fuel or other material modification

of current operations in order to maintain the Company’s or the subsidiaries’ compliance with Environmental Laws; and (vi) do

not have knowledge of any facts or circumstances that reasonably would be expected to result in the Company or any of its subsidiaries

being subjected to a material liability arising under Environmental Laws. As used in this paragraph, “Environmental Laws”

means any and all applicable foreign, federal, state and local laws and regulations, or any enforceable administrative or judicial interpretation

thereof, relating to pollution or the protection of human health or the environment, including, without limitation, those relating to

(i) emissions, discharges or releases of Hazardous Substances into ambient air, surface water, groundwater or land, (ii) the

generation, manufacture, processing, distribution, use, treatment, storage, disposal, release, transport or handling of, or exposure to,

Hazardous Substances, (iii) the protection of wildlife or endangered or threatened species or (iv) the investigation, remediation

or cleanup of any Hazardous Substances. As used in this paragraph, “Hazardous Substances” means pollutants, contaminants,

hazardous substances, materials or wastes, petroleum, petroleum products and their breakdown constituents or any other chemical substance

regulated under Environmental Laws.

(gg)          Payment

of Taxes. All federal, state and other material tax returns required to be filed, and all federal, state and other material taxes

required to be paid, by the Company Parties and their subsidiaries pursuant to applicable law have been filed and paid, except for taxes

required to be paid pursuant to assessments against which appeals have been taken or will be timely taken and as to which adequate reserves

have been provided in accordance with GAAP. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the

applicable financial statements referred to in Section 2(s) hereof in respect of all federal, state and other taxes for all

periods as to which the tax liability of the Company and its consolidated subsidiaries has not been finally determined, except to the

extent of any inadequacy that would not reasonably be expected to have a Material Adverse Effect.

(hh)          ERISA.

None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding

standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”),

and the regulations and published interpretations thereunder with respect to a Plan (as defined below), determined without regard to any

waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service,

the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign

regulatory agency with respect to the employment or compensation of employees by any of the Company Parties and their subsidiaries that

could have a Material Adverse Effect; (iii) any breach of any contractual obligation, or any violation of law or applicable qualification

standards, with respect to the employment or compensation of employees by any of the Company Parties and their subsidiaries that could

have a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (w) a material increase

in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of any of the Company Parties and

their subsidiaries compared to the amount of such contributions made in the most recently completed fiscal year of any of the Company

Parties and their subsidiaries that could reasonably be expected to result in a Material Adverse Effect; (x) a material increase

in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards

106) of any of the Company Parties and their subsidiaries compared to the amount of such obligations in the most recently completed fiscal

year of any of the Company Parties and their subsidiaries that could reasonably be expected to result in a Material Adverse Effect; (y) any

event or condition giving rise to a liability under Title IV of ERISA that could have a Material Adverse Effect; or (z) the filing

of a claim by one or more employees or former employees of any of the Company Parties and their subsidiaries related to their employment

that could have a Material Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the

meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which any of the Company Parties and their subsidiaries

may have any liability.

(ii)             Statistical

and Market-Related Data. Any statistical and market-related data included in the Registration Statement or the Prospectus are based

on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate and, to the extent required,

the Company has obtained consent to the use of such data from such sources.

(jj)            Investment

Company Act. Neither Company Party is required, and upon the issuance and sale of the Shares as herein contemplated and the application

of the net proceeds therefrom as described in the Registration Statement and the Prospectus, neither Company Party will be required, to

(kk)          No

Finder’s Fee. Except for the Managers’ discounts and commissions payable by the Company to the Managers in connection

with the offering of the Shares contemplated herein or as otherwise disclosed in the Prospectus, the Company has not incurred any liability

for any brokerage commission, finder’s fees or similar payments in connection with the offering of the Shares contemplated hereby.

(ll)            Absence

of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly

or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation

of the price of any security of the Company to facilitate the sale or resale of the Shares or to result in a violation of Regulation M

under the Exchange Act.

(mm)        No

Unlawful Payments. None of the Company, any of its subsidiaries or, to the knowledge of the Company Parties, any director, officer,

agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that

would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations

thereunder (the “FCPA”) or any applicable law or regulation implementing the OECD Convention on Combating Bribery of

Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom,

or any other applicable anti-bribery or anti-corruption law, including, without limitation, making use of the mails or any means or instrumentality

of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or

other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such

term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention

of the FCPA or any other applicable anti-bribery or anti-corruption law and the Company, its subsidiaries and, to the knowledge of the

Company, their respective affiliates have conducted their businesses in compliance with the FCPA and all other applicable anti-bribery

or anti-corruption law and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected

to continue to ensure, continued compliance therewith.

(nn)          Money

Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable

financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money

laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”);

and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its subsidiaries with respect to

the Money Laundering Laws is pending or, to the best knowledge of the Company Parties, threatened.

(oo)             OFAC.

None of the Company, any of its subsidiaries or, to the knowledge of the Company Parties, any director, officer, agent, employee, affiliate

or representative of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject

or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department

of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European

Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the

Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions (including,

without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or any other Covered

Region of Ukraine identified pursuant to Executive Order 14065, Crimea, Cuba, Iran and North Korea); and the Company will not directly

or indirectly use the proceeds of the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any subsidiaries,

joint venture partners or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at

the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including

any Person participating in the transaction, whether as agent, manager, underwriter, advisor, investor or otherwise) of Sanctions. Since

April 24, 2019, the Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will

not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction

is or was the subject or target of Sanctions.

(pp)          Cybersecurity.

(A)(i) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there has

been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s

or its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the

data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored

by the Company or its subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its subsidiaries),

equipment or technology (collectively, “IT Systems and Data”) and (ii) the Company and its subsidiaries have not

been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any material security

breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; (B) except as would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries are presently

in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or

governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems

and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; and (C) the

Company and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards to maintain and

protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry

standards and practices, or as required by applicable regulatory standards.

(qq)          Restrictions

on Distributions. Except as described in the Registration Statement and the Prospectus, no subsidiary of the Company is currently

prohibited in any material respect, directly or indirectly, from (i) paying any distributions to the Company Parties or (ii) (A) making

any other distribution on such subsidiary’s equity interests, (B) repaying to the Company any loans or advances to such subsidiary

from the Company or (C) transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of

the Company.

(rr)          No

Equity Awards. Except for grants disclosed in the Registration Statement and the Prospectus or the Section 16 filings related

to the Company pursuant to the Exchange Act, the Company has not granted to any person or entity, a stock option or other equity-based

award to purchase or receive equity securities of the Company Parties pursuant to an equity-based compensation plan or otherwise.

(ss)          No

Integration. The Company Parties have not sold or issued any securities that would be integrated with the offering of Shares pursuant

to the Act and the rules and regulations promulgated thereunder or the interpretations thereof by the Commission.

(tt)          Lending

Relationship. Except as disclosed in the Registration Statement, and the Prospectus, the Company (i) does not have any material

lending or other relationship with any bank or lending affiliate of any Manager and (ii) does not intend to use any of the proceeds

from the sale of the Shares to repay any outstanding debt owed to any affiliate of any Manager.

Any certificate signed by

any officer of the Company or any of its subsidiaries (including any entity that controls a subsidiary) delivered to the Managers or to

counsel for the Managers shall be deemed a representation and warranty by the Company or such other entity, as applicable, to each Manager

as to the matters covered thereby.

3.             Sale

and Delivery of Shares.

(a)             Sale

of Shares by a Manager, as Sales Agent. Subject to the terms and conditions and in reliance upon the representations and warranties

herein set forth, the Company and the Managers agree that the Company may seek to issue and sell Shares from time to time through the

Managers, acting as sales agents, and each Manager agrees to use its commercially reasonable efforts to sell, as sales agent for the Company,

the Shares with respect to which such Manager has agreed to act as sales agent on the following terms.

(i)              The

Company may submit its orders (a “Placement Notice”) through any of the individuals listed as “Authorized Representatives”

on Schedule I hereto, as the same may be amended or supplemented by the Company in its sole discretion upon advance written notice

to the Managers, to such Manager by electronic mail using a form substantially similar to that attached hereto as Exhibit A

or by telephone (including any price, time or size limits or other customary parameters or conditions) to sell Shares on any Trading Day

(as defined below) for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time),

which order shall be confirmed by such Manager promptly (and accepted by the Company) by electronic mail using a form substantially similar

to that attached hereto as Exhibit A to make such sales; provided that the Company has satisfied its obligations under Section 6

of this Agreement. The Company will designate (i) the maximum amount of Shares to be sold by such Manager daily as agreed to by such

Manager (in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration

Statement), (ii) the minimum price per Share at which such Shares may be sold, (iii) dates on which the Shares may be sold and

(iv) the compensation payable to such Manager for such sales pursuant to Section 3(a)(v), which compensation shall have been

discussed and agreed to by the Company and such Manager. For the avoidance of doubt, the Company shall submit instructions to sell Shares

to only one Manager, if any, on any single Trading Day. For the purposes hereof, “Trading Day” means any day on which

shares of Class C Common Stock are purchased and sold on the NYSE or such other principal market on which the Class C Common

Stock is listed or quoted.

(ii)             Subject

to the terms and conditions hereof, such Manager shall use its commercially reasonable efforts, consistent with its normal trading and

sales practices, to sell on a particular day all of the Shares designated for sale by the Company on such day. The Company acknowledges

and agrees that (A) there can be no assurance that the Managers will be successful in selling the Shares, (B) no Manager will

incur any liability or obligation to the Company or any other person or entity if such Manager does not sell Shares for any reason other

than a failure by such Manager to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell

such Shares as required under this Agreement, (C) no Manager shall be under any obligation to purchase Shares on a principal basis

pursuant to this Agreement and (D) no Manager shall have an obligation to offer or sell any Shares in the event an offer or sale

of the Shares on behalf of the Company may, in the judgment of such Manager, constitute the sale of a “block” under Rule 10b-18(a)(5) under

the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act, or such Manager

reasonably believes it may be deemed an “underwriter” under the Act in a transaction that is other than by means set forth

under Section 3(a)(iv) hereof.

(iii)            The

Company shall not authorize the issuance and sale of, and the relevant Manager shall not be obligated to use its commercially reasonable

efforts to sell, any Shares at a price lower than the minimum price therefor designated from time to time by the Board of Directors of

the Company (the “Board”), a duly authorized committee thereof, or any individual to whom such authority has been duly

and properly delegated by the Board or a duly authorized committee thereof, and notified to such Manager in writing. The Company or any

Manager may, upon notice to the other party hereto by electronic mail or telephone (and in the case of telephone, confirmed promptly by

electronic mail), suspend or terminate the offering of the Shares with respect to which such Manager is acting as sales agent for any

reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’

respective obligations with respect to the Shares sold hereunder prior to the giving of such notice.

(iv)            Each

Manager hereby covenants and agrees not to make any sales of the Shares on behalf of the Company pursuant to this Section 3(a), other

than (A)(1) by means of ordinary brokers’ transactions between members of the NYSE, any other national securities exchange

or facility thereof, a trading facility of a national securities association, or an alternative trading system that qualify for delivery

of a Prospectus to the NYSE in accordance with Rule 153 under the Act, (2) to or through a market maker or (3) directly

on or through an electronic communication network, a “dark pool” or any similar market venue and (B) such other sales

of the Shares on behalf of the Company in its capacity as agent of the Company as shall be permitted by law.

(v)             The

compensation to each Manager for sales of the Shares with respect to which such Manager acts as sales agent under this Agreement shall

not exceed 1.5% of the gross sales price of the Shares sold pursuant to this Section 3(a), as mutually agreed to in writing by the

Company and such Manager, and payable as described in the succeeding subsection (vi) below. The gross proceeds less such Manager’s

commission shall constitute the net proceeds to the Company (the “Net Proceeds”) for such Shares. Payment of the Net

Proceeds after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such

sales (the “Transaction Fees”) for Shares sold by the Company on any Settlement Date shall be made to the Company by

federal funds wire transfer to the account of the Company against delivery of such Shares to such Manager’s account, or an account

of such Manager’s designee, at The Depository Trust Company (“DTC”).

(vi)            The

Manager acting as sales agent hereunder shall provide written confirmation (which may be by electronic mail) to the Company following

the close of trading on the NYSE each day on which Shares with respect to which such Manager is acting as sales agent are sold under this

Section 3(a) setting forth the number of Shares sold on such day, the aggregate gross sales proceeds from such sales, the Net

Proceeds to the Company and the compensation payable by the Company to such Manager with respect to such sales. Such compensation shall

be set forth and invoiced in periodic statements from such Manager to the Company, with payment to be made by the Company promptly after

its receipt thereof.

(vii)           Settlement

for sales of the Shares pursuant to this Section 3(a) will generally occur on the first Trading Day following the date on which

such sales are made, unless another date shall be agreed to in writing by the Company and the applicable Manager (each such day, a “Settlement

Date”). On each Settlement Date, the Shares sold through a Manager for settlement on such date shall be issued and delivered

by the Company to such Manager against payment of the Net Proceeds less any Transaction Fees for the sale of such Shares. Settlement for

all such Shares shall be effected by free delivery of the Shares to such Manager’s account, or an account of such Manager’s

designee, at DTC in return for payments in same day funds delivered to the account designated by the Company. If the Company or its transfer

agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify

and hold such Manager harmless against any loss, claim or damage (including reasonable legal fees and expenses) arising from or as a result

of such default by the Company and (B) pay such Manager any commission to which it would otherwise be entitled absent such default.

If a Manager acting as sales agent hereunder breaches this Agreement by failing to deliver the Net Proceeds less any Transaction Fees

to the Company on any Settlement Date for the Shares delivered by the Company to such Manager, such Manager will pay the Company interest

based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such Manager.

(viii)         At

each Applicable Time, each Settlement Date and each Representation Date, the Company shall be deemed to have affirmed each representation

and warranty contained in this Agreement as if such representation and warranty were made as of such date, but modified as necessary to

conform to, and incorporate the disclosures and information contained in, the Registration Statement, the Prospectus and the documents

incorporated by reference therein, in each case as amended or supplemented as of such date. Any obligation of a Manager to use its commercially

reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and

warranties of the Company herein (as modified in the manner described above), to the performance by the Company of its obligations hereunder

and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.

(b)             Limitations

on Number and Amount of Shares Sold. Under no circumstances shall the number and aggregate amount of Shares sold pursuant to this

Agreement exceed (i) $100,000,000 (the “Maximum Amount”), (ii) the number of shares of Class C Common

Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of Shares

authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee or authorized individual

thereof, and notified to such Manager in writing. Under no circumstances shall the price of the Shares sold pursuant to this Agreement

be lower than the minimum price authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized

committee or authorized individual thereof, and notified to such Manager in writing.

M Exemption. If any party hereto has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation

M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other parties and sales of the Shares

under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party.

(d)             Material

Non-Public Information. Notwithstanding any other provision of this Agreement, (i) no sales of Shares shall take place, and the

Company shall not request the sales of any Shares during any period in which the Company is in possession of material non-public information,

and (ii) except as may be mutually agreed upon by the Company and the applicable Manager that is requested to make any such sale,

the Company shall not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement and, by notice to

the Managers given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Shares, and

the Manager shall not be obligated to offer or sell any Shares at any time from and including the date two weeks prior to the date on

which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results

of operations (an “Earnings Announcement”) through and including the time that is 24 hours after the time that the

Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements

as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

4.             Agreements.

The Company Parties, jointly and severally, covenant and agree with each Manager that:

(a)             Filing

of Amendment or Supplement. During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances

where such requirement may be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act, the Company will

not file any (i) amendment to the Registration Statement, or (ii) supplement to the Prospectus (other than any amendment or

supplement which does not relate to the sale of the Shares and not including any reports or documents and any preliminary or definitive

proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act), unless

the Company has furnished to the Managers a copy for its review prior to filing and will not file any such proposed amendment, supplement

or Registration Statement to which any Manager reasonably objects, unless the Company shall have determined based upon the advice of counsel

that such amendment, supplement or filing is required by law. The Company has properly completed the Prospectus, in a form approved by

the Managers, and filed such Prospectus, as amended at the Execution Time, with the Commission pursuant to the applicable paragraph of

Rule 424(b) by the Execution Time and will cause any supplement to the Prospectus to be properly completed in a form approved

by the Managers, and will file such supplement with the Commission pursuant to the applicable paragraph of Rule 424(b) within

the time period prescribed thereby and will provide evidence satisfactory to the Managers of such timely filing. The Company will promptly

advise each Manager (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission

pursuant to Rule 424(b), (ii) when, during any period when the delivery of a prospectus (whether physically, deemed to be delivered

pursuant to Rule 153 or through compliance with Rule 172 or any similar rule) is required under the Act in connection with the

offering or sale of the Shares, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any

request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Prospectus or for

any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration

Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose or pursuant to Section 8A

of the Act, (v) of any mandatory or voluntary suspension of sales under the Registration Statement relating to the Company’s

eligibility to use Form S-3 and (vi) of the receipt by the Company of any notification with respect to the suspension of the

qualification of the Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company

will use commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection

to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the

withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration

Statement or a new registration statement and using commercially reasonable efforts to have such amendment or new registration statement

declared effective as soon as practicable.

(b)             Notice

of Material Changes. If, at any time on or after an Applicable Time but prior to the related Settlement Date, any event occurs as

a result of which the Registration Statement or Prospectus would include any untrue statement of a material fact or omit to state any

material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances

then prevailing not misleading, the Company will (i) notify promptly each Manager so that any use of the Registration Statement and

Prospectus may cease until it is amended or supplemented; (ii) amend or supplement the Registration Statement and Prospectus to correct

such statement or omission; and (iii) supply any amendment or supplement to each Manager in such quantities as such Manager may reasonably

request.

of Registration Statement or Supplement of Prospectus. During any period when the delivery of a prospectus relating to the Shares

is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172 or any similar rule) to be delivered

under the Act, any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a material

fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were

made at such time not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or

supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection

with use or delivery of the Prospectus, the Company promptly will (i) notify each Manager of any such event; (ii) prepare and

file with the Commission, subject to the first sentence of Section 4(a), an amendment or supplement or new registration statement

which will correct such statement or omission or effect such compliance; (iii) use commercially reasonable efforts to have any amendment

to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption

in use of the Prospectus; and (iv) supply any supplemented Prospectus to each Manager in such quantities as such Manager may reasonably

request.

(d)             Reports

to Securityholders. In accordance with Section 11(a) of the Act and Rule 158, the Company will make generally available

to its securityholders an earnings statement (which need not be audited) in reasonable detail covering the 12-month period beginning not

later than the first day of the month next succeeding the month in which occurred the effective date (within the meaning of Rule 158)

of the Registration Statement as soon as practicable after the end of such period.

(e)             Signed

Copies of the Registration Statement and Copies of the Prospectus. The Company will furnish to each Manager and counsel for the Managers,

upon request and without charge, copies of the executed Registration Statement (including exhibits thereto) and, so long as delivery of

a prospectus by such Manager or dealer may be required by the Act (including in circumstances where such requirement may be satisfied

pursuant to Rule 172 or any similar rule), as many copies of the Prospectus and any supplement thereto as such Manager may reasonably

request. The Company will pay the expenses of printing or other production of all documents relating to the offering.

(f)             Qualification

of the Shares in Certain Jurisdictions. The Company will arrange, if necessary, for the qualification of the Shares for sale under

the laws of such jurisdictions as the Managers may designate and will maintain such qualifications in effect so long as required for the

distribution of the Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction

where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising

out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject.

(g)             No

Issuer Free Writing Prospectus. Each of the Company and the Managers agree that it has not made and will not make any offer relating

to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus”

(as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433.

(h)             Limitations

on Sale of Class C Common Stock. If sales of the Shares have been made but not settled, or the Company has had outstanding with

the Managers any instructions to sell the Shares, in either case, within the prior three Business Days, the Company will not offer, sell,

contract to sell, pledge, or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected

to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by

the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company, directly or indirectly,

including the filing (or participation in the filing) of a registration statement with the Commission (other than a registration statement

on Form S-8 or post-effective amendment to the Registration Statement) in respect of, or establish or increase a put equivalent position

or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Class C

Common Stock or any securities convertible into, or exercisable, or exchangeable for, Class C Common Stock, or publicly announce

an intention to effect any such transaction without (i) giving such Manager at least one Business Day’s prior written notice

specifying the nature of the proposed transaction and the date of such proposed transaction and (ii) such Manager suspending acting

under this Agreement for such period of time requested by the Company or as deemed appropriate by such Manager in light of the proposed

transaction; provided, however, that (i) the Company may issue and sell Class C Common Stock pursuant to this

Agreement, (ii) the Company may issue and sell Class C Common Stock pursuant to any employee benefit plan of the Company, (iii) the

Company may issue Class C Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment

plan of the Company, (iv) the Company may issue Class C Common Stock issuable upon the conversion of securities or the exercise

of warrants outstanding at the Execution Time and (v) the Company may issue shares to affiliates as full or partial consideration

for any transfer, sale or contribution of assets or equity interests to the Company or any of its subsidiaries.

(i)             Market

Stabilization. The Company will not (i) take, directly or indirectly, any action designed to or that would constitute or that

might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of

Class C Common Stock to facilitate the sale or resale of the Shares or (ii) sell, bid for, purchase or pay any person (other

than as contemplated by this Agreement) any compensation for soliciting purchases of the Shares.

(j)             Notifications

to Managers. The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise the Managers

immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any

opinion, certificate, letter and other document provided to the Managers pursuant to Section 6 herein.

(k)             Certificates.

Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under

this Agreement following the termination of a suspension of sales hereunder), and each time that (i) the Registration Statement or

the Prospectus shall be amended or supplemented (other than an amendment or supplement effected by the filing with the Commission of any

document incorporated by reference therein, any prospectus supplement filed pursuant to Rule 424(b) pursuant to Section 4(a) hereof

or a prospectus supplement relating solely to the offering of securities other than the Shares), (ii) the Company shall file an Annual

Report on Form 10-K or a Quarterly Report on Form 10-Q, (iii) there is filed with the Commission any document (other than

an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q), which contains financial information required under Regulation

S-X or financial information filed with the Commission on Form 8-K under Item 9.01 or (iv) otherwise as any Manager may reasonably

request (such commencement or recommencement date and each such date referred to in subsection (i), (ii), (iii) and (iv) herein,

excluding any date occurring during the suspension of sales hereunder, each a “Representation Date”), the Company shall

furnish or cause to be furnished to any Manager forthwith a certificate within two (2) Trading Days of the Representation Date, in

form satisfactory to the Managers to the effect that the statements contained in the certificate referred to in Section 6(e) hereof

which were last furnished to the Managers are true and correct as of such Representation Date, as though made at and as of such time (except

that such certificate shall state that such statements (including with respect to the representations and warranties contained herein)

shall be deemed modified to incorporate the disclosures and information contained in the Registration Statement, the Prospectus and the

documents incorporated by reference therein, in each case as amended or supplemented as of such date) or, in lieu of such certificate,

a certificate of the same tenor as the certificate referred to in said Section 6(e), modified as described immediately above to the

time of delivery of such certificate. Notwithstanding the foregoing, if the Company subsequently decides to sell the Shares following

a Representation Date when the Company relied on such waiver and did not provide the Managers with a certificate under this Section 4(k),

then before the Company delivers the Placement Notice or the Managers sell any Shares, the Company shall provide the Managers with a certificate

under this Section 4(k), dated the date of the Placement Notice.

(l)             Opinion

and 10b-5 Statement of Company Counsel. Within two (2) Trading Days of each Representation Date, the Company shall furnish or

cause to be furnished forthwith to the Managers and to counsel to the Managers a written opinion and 10b-5 Statement of Baker Botts L.L.P.,

counsel to the Company (“Company Counsel”), dated as of the date that the opinion is delivered, in form and substance

satisfactory to the Managers, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented

to the time of delivery of such opinion. Notwithstanding the foregoing, with the consent of the Managers, in lieu of delivering such an

opinion and 10b-5 Statement for dates subsequent to the commencement of the offering of the Shares under this Agreement, such Company

Counsel may furnish the Managers with a letter, in form and substance satisfactory to the Managers, to the effect that the Managers may

rely on a prior opinion and 10b-5 Statement delivered under this Section 4(l) to the same extent as if it were dated the date

of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus

as amended or supplemented as of such subsequent date).

(m)             Opinion

of Company Regulatory Counsel. Within two (2) Trading Days of each Representation Date, the Company shall furnish or cause to

be furnished forthwith to the Managers and to counsel to the Managers a written opinion of McDermott Will & Schulte LLP, counsel

to the Company (“Company Regulatory Counsel”), dated as of the date that the opinion is delivered, in form and substance

satisfactory to the Managers, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented

to the time of delivery of such opinion. Notwithstanding the foregoing, with the consent of the Managers, in lieu of delivering such an

opinion for dates subsequent to the commencement of the offering of the Shares under this Agreement, such Company Regulatory Counsel may

furnish the Managers with a letter, in form and substance satisfactory to the Managers, to the effect that the Managers may rely on a

prior opinion delivered under this Section 4(m) to the same extent as if it were dated the date of such letter (except that

statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented

as of such subsequent date).

(n)             Opinion

and 10b-5 Statement of Managers’ Counsel. Within two (2) Trading Days of each Representation Date, Latham & Watkins

LLP, counsel to the Managers, shall deliver a written opinion and 10b-5 Statement, dated as of the date that the opinion is delivered,

in form and substance satisfactory to the Managers, of the same tenor as the opinion referred to in Section 6(d) of this Agreement

but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery

of such opinion. Notwithstanding the foregoing, with the consent of the Managers, in lieu of delivering such an opinion and 10b-5 Statement

for dates subsequent to the commencement of the offering of the Shares under this Agreement, Latham & Watkins LLP may furnish

the Managers with a letter, in form and substance satisfactory to the Managers, to the effect that the Managers may rely on a prior opinion

and 10b-5 Statement delivered under this Section 4(n) to the same extent as if it were dated the date of such letter (except

that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented

as of such subsequent date).

(o)             Letters

of Independent Accountants. Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the

offering of the Shares under this Agreement following the termination of a suspension of sales as contemplated herein), and within two

(2) Trading Days of each time, excluding any date occurring during the suspension of sales hereunder, that (i) the Registration

Statement or the Prospectus shall be amended or supplemented to include additional or amended financial information, (ii) the Company

files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, or (iii) at any Manager’s request and upon

reasonable advance notice to the Company, there is filed with the Commission any document which contains financial information (other

than a Quarterly Report on Form 10-Q or an Annual Report on Form 10- K) incorporated by reference into the Prospectus, the Company

shall cause Ernst & Young LLP, PricewaterhouseCoopers LLP, or other independent accountants satisfactory to the Managers forthwith,

to furnish such Manager(s) with letters, each dated the date that the letter is delivered, in form and substance satisfactory to

such Manager(s), to the effect of the letters referred to in Section 6(f) of this Agreement but modified to relate to the Registration

Statement and the Prospectus, as amended and supplemented to the date of such letter.

(p)             Due

Diligence. Within two (2) Trading Days of each Representation Date, if requested by the Managers, the Company will conduct a

due diligence session, in form and substance satisfactory to the Managers, which shall include representatives of the management and the

independent accountants of the Company. Furthermore, in the event that the Company requests the Manager to sell on any one Trading Day

an amount of Shares that would be equal to or greater than 15% of the average daily trading volume (calculated based on the most recent

three completed Trading Days) of the Company’s Class C Common Stock, if requested by the Manager, the Company will conduct

a due diligence call, in form and substance satisfactory to the Managers, which shall include representatives of the management and the

independent accountants of the Company and that the Company shall provide the certificate referred to in Section 4(k) of the

Agreement. The Company shall cooperate timely with any reasonable due diligence request from, or review conducted by, the Managers or

their agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing

information and available documents and access to appropriate officers and the Company’s agents during regular business hours and

at the Company’s principal offices, and timely furnishing or causing to be furnished such certificates, letters and opinions from

the Company, its officers and its agents, as the Managers may reasonably request.

(q)             Managers

Trading. The Company consents to the Managers trading in Class C Common Stock for their own accounts and for the account of their

clients at the same time as sales of the Shares occur pursuant to this Agreement.

(r)             Disclosures

in Periodic Reports. The Company will disclose in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as

applicable, the number of Shares sold through the Managers under this Agreement, the Net Proceeds to the Company and the compensation

paid by the Company with respect to sales of Shares pursuant to this Agreement during the relevant period.

(s)             Failure

of Certain Conditions. If, to the knowledge of the Company, the conditions set forth in Section 6 (other than the conditions

set forth in Sections 6(b), 6(c), 6(d), 6(f), 6(j) or 6(k)) shall not be true and correct on the applicable Settlement Date, the

Company will offer to any person who has agreed to purchase Shares from the Company as the result of an offer to purchase solicited by

any Manager the right to refuse to purchase and pay for such Shares.

(t)             Acceptance

of Offer to Purchase. Each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed to be an affirmation

to each Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct

as of the date of such acceptance as though made at and as of such date, and an undertaking that such representations and warranties will

be true and correct as of the Settlement Date for the Shares relating to such acceptance or as of the Applicable Time relating to such

sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed modified

to relate to the Registration Statement, the Prospectus and the documents incorporated by reference therein, in each case as amended or

supplemented as of such date).

(u)             New

Shelf Registration Statement. If the third anniversary of the initial effective date of the Registration Statement occurs before all

the Shares have been sold, prior to such third anniversary, the Company will file, subject to Section 4(a), a new shelf registration

statement and take any other action necessary to permit the public offering of the Shares to continue without interruption.

(v)             Preemptive

Rights. The Company will reserve and keep available at all times, free of preemptive rights, Shares for the purpose of enabling the

Company to satisfy its obligations hereunder.

(w)             NYSE

Listing. The Company will use its commercially reasonable efforts to cause the Shares to be listed for trading on the NYSE and to

maintain such listing.

(x)             Delivery

of Prospectus. During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances

where such requirement may be satisfied pursuant to Rule 172 or any similar rule) to be delivered under the Act, the Company will

file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange

Act and the regulations thereunder.

(y)             DTC.

The Company shall cooperate with the Managers and use its reasonable efforts to permit the Shares to be eligible for clearance and settlement

through the facilities of DTC.

(z)             Use

of Proceeds. The Company will apply the Net Proceeds from the sale of the Shares in the manner set forth in the Prospectus under the

heading “Use of Proceeds.”

5.             Payment

of Expenses. Each of the Company Parties agrees to pay the reasonable costs and expenses incident to the performance of its obligations

under this Agreement, whether or not the transactions contemplated hereby are consummated, including without limitation: (i) the

preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and

exhibits thereto) and the Prospectus and any amendment or supplement thereto; (ii) the printing (or reproduction) and delivery (including

postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement and the Prospectus and

any amendment or supplement thereto, as may, in each case, be reasonably requested for use in connection with the offering and sale of

the Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any

stamp or transfer taxes in connection with the original issuance and sale and resale of the Shares; (iv) the printing (or reproduction)

and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in

connection with the offering of the Shares; (v) the registration of the Shares under the Act and the listing of the Shares on the

NYSE; (vi) any registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the several

states (including filing fees and the reasonable fees and expenses of counsel for the Managers in an amount not to exceed $15,000 relating

to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and the reasonable

fees and expenses of counsel for the Managers in an amount not to exceed $30,000 relating to such filings); (viii) the fees and expenses

of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company and the

reasonable fees and expenses of counsel for the Managers (which shall be one outside counsel for all the Managers unless otherwise agreed

by the Company); (ix) the costs and charges of any transfer agent or registrar; and (x) all other costs and expenses incident

to the performance by the Company Parties of its respective obligations hereunder; provided, however, that transportation and other expenses

incurred by or on behalf of the Managers in connection with presentations to prospective purchasers of the Shares will be paid solely

by the Managers. It is understood, however, that except as provided in this Section and Sections 3(a)(v) and 7 hereof, each

Manager will pay all of its own out-of-pocket costs and expenses incurred in connection with entering into this Agreement and the transactions

contemplated by this Agreement.

6.             Conditions

to the Obligations of the Managers. The obligations of the Managers under this Agreement shall be subject to (i) the accuracy

of the representations and warranties on the part of the Company Parties contained herein as of the Execution Time, each Representation

Date, and as of each Applicable Time and Settlement Date (as such representations and warranties shall be deemed modified in the manner

set forth in Section 3(a)(viii)), (ii) the performance by each of the Company Parties of its respective obligations hereunder,

and (iii) the following additional conditions:

(a)             The

Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within

the time period required by Rule 424(b) with respect to any sale of Shares; and no stop order suspending the effectiveness of

the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose or pursuant to

Section 8A of the Act shall have been instituted or threatened.

(b)             The

Company shall have requested and caused Company Counsel, or such other counsel as is acceptable to the Company and the Managers, to furnish

to the Managers, within two (2) Trading Days of every Representation Date, their opinions dated as of the date such opinions are

delivered, in form and substance satisfactory to the Managers (or with consent of the Managers, in lieu of any such opinion for dates

subsequent to the commencement of the offering of the Shares under this Agreement, a letter, in form and substance satisfactory to the

Managers, from such counsel to the effect that the Managers may rely on a prior opinion delivered under Section 4(l) to the

same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the

Registration Statement and the Prospectus as amended or supplemented as of such subsequent date)).

Company shall have requested and caused Company Regulatory Counsel, or such other counsel as is acceptable to the Company and the Managers,

to furnish to the Managers, within two (2) Trading Days of every Representation Date, their opinions dated as of the date such opinions

are delivered, in form and substance satisfactory to the Managers (or with consent of the Managers, in lieu of any such opinion for dates

subsequent to the commencement of the offering of the Shares under this Agreement, a letter, in form and substance satisfactory to the

Managers, from such counsel to the effect that the Managers may rely on a prior opinion delivered under Section 4(m) to the

same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the

Registration Statement and the Prospectus as amended or supplemented as of such subsequent date)).

(d)             Each

Manager shall have received from Latham & Watkins LLP, counsel for the Managers, or such other counsel as is acceptable to the

Company and the Managers, within two (2) Trading Days of every Representation Date, its opinion, in form and substance satisfactory

to the Managers (or with consent of the Managers, in lieu of any such opinion for dates subsequent to the commencement of the offering

of the Shares under this Agreement, a letter, in form and substance satisfactory to the Managers, from such counsel to the effect that

the Managers may rely on a prior opinion delivered under Section 4(n) to the same extent as if it were dated the date of such

letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended

or supplemented as of such subsequent date)), and the Company shall have furnished to such counsel such documents as they request for

the purpose of enabling them to pass upon such matters.

(e)             The

Company shall have furnished to each Manager, within two (2) Trading Days of every Representation Date, a certificate of the Company,

signed on behalf of the Company by an executive officer, the Treasurer or the General Counsel of the Company, dated as of the date such

certificate is delivered, to the effect that the signer of such certificate has carefully examined the Registration Statement and the

Prospectus and any amendment or supplement thereto and this Agreement and that:

(i)              the

representations and warranties of the Company Parties in this Agreement that are not qualified by materiality are true and correct in

all material respects and that the representations and warranties of the Company Parties in this Agreement that are qualified by materiality

are true and correct in all respects, in each case, on and as of such date with the same effect as if made on such date and the Company

Parties have complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its

part to be performed or satisfied at or prior to such date;

(ii)             no

stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings

for that purpose have been instituted or, to the Company Parties’ knowledge, threatened; and

(iii)            since

the date of the most recent financial statements included or incorporated by reference in the Prospectus, no event has occurred that had,

or which may reasonably be expected to have, a Material Adverse Effect, except as set forth in or contemplated in the Prospectus.

(f)             The

Company shall have requested and caused Ernst & Young LLP, PricewaterhouseCoopers LLP or other independent accountants satisfactory

to the Managers, to have furnished to the Managers, on every date specified in Section 4(o) hereof, to the extent requested

by such Manager(s) in connection with any offering of the Shares, and to the extent requested by such Manager(s) in connection

with any updates to financials included or incorporated by reference in the Registration Statement, letters (which may refer to letters

previously delivered to such Manager(s)), dated as of such date, in form and substance satisfactory to such Manager(s) containing

statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect

to the financial statements and certain financial information contained in, or incorporated by reference in, the Registration Statement

and the Prospectus.

(g)             Between

the Execution Time and each Applicable Time, there shall not have been (i) any change or decrease specified in the letter or letters

referred to in paragraph (f) of this Section 6 or (ii) any change, or any development involving a prospective change, in

or affecting the condition (financial or otherwise), earnings, business or properties of the Company Parties and their subsidiaries taken

as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the

Prospectus (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (ii) above,

is, in the sole judgment of the Manager, so material and adverse as to make it impractical or inadvisable to proceed with the offering

or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive

of any amendment or supplement thereto).

(h)             FINRA

shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement.

(i)             The

Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have

been provided to the Managers.

(j)             The

Company shall have furnished to the Managers within two (2) Trading Days of each Representation Date such further information, certificates

and documents as such Manager(s) may reasonably request.

(k)             The

requirements (i) to provide opinions and letters of counsel, the officer’s certificate and accountants’ letter specified

in Sections 4(k), 4(l), 4(m), 4(n), 4(o), 4(p), 6(b), 6(c), 6(d), 6(e) and 6(f) and (ii) to furnish information, certificates

or documents as any Manager may reasonably request in Section 6(j), shall be deemed waived for any Representation Date occurring

at a time at which no instruction by the Company to any Manager to sell Class C Common Stock under this Agreement is in effect, which

waiver shall continue until the earlier to occur of the date the Company delivers an instruction to any Manager to sell Class C Common

Stock pursuant to Section 3(a) hereof (which for such calendar quarter shall be considered a Representation Date) and the next

occurring Representation Date for which no such waiver is made; provided, however, that the Company may elect, in its sole

discretion, to provide a certificate under Section 4(k) and thereby satisfy its obligations hereunder, notwithstanding the fact

that no instruction by the Company to any Manager to sell Class C Common Stock under this Agreement is in effect. Notwithstanding

the foregoing, if the Company subsequently decides to sell the Shares following a Representation Date when the Company relied on such

waiver and did not provide the Managers with the requirements as discussed in this Section 6(k), then before the Company delivers

the Placement Notice or the Managers sell any Shares, the Company shall provide the Managers each of the deliverables, dated the date

of the Placement Notice.

If any of the conditions specified

in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates

mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to any Manager and counsel for

the Managers, this Agreement, as it relates to such Manager, and all obligations of such Manager hereunder may be canceled at, or at any

time prior to, any Settlement Date or Applicable Time, as applicable, by such Manager. Notice of such cancellation shall be given to the

Company in writing or by telephone confirmed in writing. Notwithstanding any other provision of this Agreement, the Company shall not

offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement following any Representation Date until

the Company has provided the Managers with the opinions and letters of counsel, the officers’ certificate and accountants’

letter specified in Sections 6(b), (c), (d), (e) and (f), hereof and afforded the Managers the opportunity to conduct a due diligence

review in accordance with Section 6(j) hereof.

The documents required to

be delivered by this Section 6 shall be delivered at the office of Latham & Watkins LLP, counsel for the Managers, at 1271

Avenue of the Americas, New York, New York 10020, or electronically if agreed to by the parties, on each such date as provided in this

Agreement.

7.             Indemnification

and Contribution.

(a)             The

Company Parties agree, jointly and severally, to indemnify and hold harmless the Managers, the directors, officers, employees, affiliates

and agents of the Managers and each person who controls any Manager within the meaning of either the Act or the Exchange Act against any

and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under the

Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,

damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus or

in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a

material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such

indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating, preparing

for or defending any such loss, claim, damage, liability or action; provided, however, that the Company Parties will not

be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon any such

untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written

information furnished to the Company Parties by or on behalf of the Managers specifically for inclusion therein, it being understood and

agreed that the only such information furnished by or on behalf of the Managers consists of the information described as such in paragraph

(b) below. This indemnity agreement will be in addition to any liability which the Company Parties may otherwise have.

(b)             The

Managers, severally and not jointly, agree to indemnify and hold harmless the Company Parties, each of the Company Parties’ directors

and officers who sign the Registration Statement, and each person who controls the Company Parties within the meaning of either the Act

or the Exchange Act, to the same extent as the foregoing indemnity from the Company Parties to each Manager, but only with reference to

written information relating to a Manager furnished to the Company Parties by or on behalf of such Manager specifically for inclusion

in the documents referred to in the foregoing indemnity, which information consists only of the name of the Managers. This indemnity agreement

will be in addition to any liability which any Manager may otherwise have.

after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will,

if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in

writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under

paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the

forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying

party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above.

The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s

expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall

not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as

set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding

the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall

have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs

and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party

would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action

include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may

be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying

party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent

the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall

authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, (i) without

the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent

to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification

or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action)

unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out

of such claim, action, suit or proceeding and does not include a statement as to or an admission of fault, culpability or a failure to

act, by or on behalf of any indemnified party or (ii) be liable for any settlement of such action without its written consent, except

as otherwise permitted in the following sentence.

(d)             In

the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold

harmless an indemnified party for any reason, the Company Parties and each Manager agree to contribute to the aggregate losses, claims,

damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same)

(collectively “Losses”) to which the Company Parties and the Managers may be subject in such proportion as is appropriate

to reflect the relative fault of the Company Parties, on the one hand, and of the Managers, on the other, in connection with the statements

or omissions which resulted in such Losses; provided, however, that in no case shall the Managers be responsible for any

amount in excess of the compensation to such Manager for sales of the Shares hereunder. For the avoidance of doubt, the obligation of

each Manager to contribute pursuant to this Section 7(d) shall be several and not joint. If the allocation provided by the immediately

preceding sentence is unavailable for any reason, the Company Parties and the Managers severally shall contribute in such relative proportions

as is appropriate to reflect not only such relative fault but also the relative benefits received by the Company Parties, on the one hand,

and by any Manager, on the other, in connection with the offering of the Shares as well as any other relevant equitable considerations.

Benefits received by the Company Parties shall be deemed to be equal to the total net proceeds from the offering of the Shares purchased

under this Agreement (before deducting expenses) received by the Company Parties, as determined by this Agreement, and benefits received

by the Managers shall be deemed to be equal to the total compensation received by such Managers with respect to the Shares purchased under

this Agreement, in each case as determined by this Agreement. Relative fault shall be determined by reference to, among other things,

whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates

to information provided by the Company Parties on the one hand or by or on behalf of the Managers on the other, the intent of the parties

and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company

Parties and each Manager agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other

method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of

this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall

be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7,

each person who controls a Manager within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent

of a Manager shall have the same rights to contribution as any Manager, and each person who controls the Company Parties within the meaning

of either the Act or the Exchange Act, each officer of the Company Parties, who shall have signed the Registration Statement and each

director of the Company Parties shall have the same rights to contribution as the Company Parties.

8.             Termination.

(a)             The

Company Parties shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement,

with respect to any or all of the Managers, relating to the solicitation of offers to purchase the Shares in its sole discretion at any

time. Any such termination shall be without liability of any party to any other party except that (i) if Shares have been sold through

any Manager for the Company, then Section 4(t) shall remain in full force and effect, (ii) with respect to any pending

sale, through such Managers for the Company, the obligations of the Company Parties, including in respect of compensation of the Managers,

shall remain in full force and effect notwithstanding the termination, and (iii) the provisions of Sections 2, 5, 7, 9, 10, 11, 12,

13, 15 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination.

(b)             Each

Manager shall have the right, by giving written notice as hereinafter specified, to terminate its own obligations under the provisions

of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time. Any such termination

shall have no effect on the obligations of any other Manager under this Agreement and shall be without liability of any party to any other

party except that the provisions of Sections 2, 5, 7, 9, 10, 11, 12, 13, 15 and 16 of this Agreement shall remain in full force and effect

with respect to such Managers notwithstanding such termination.

Agreement shall remain in full force and effect until the earlier of (i) its termination pursuant to Section 8(a) above

or otherwise by mutual agreement of all of the parties, (ii) the termination of the obligations of each Manager pursuant to Section 8(b) above

and (iii) such date that the aggregate gross sales proceeds of the Shares sold pursuant to this Agreement equals the Maximum Amount;

provided that any such termination by mutual agreement or termination pursuant to clause (iii) shall in all cases be deemed

to provide that Sections 2, 5, 7 and 9 shall remain in full force and effect. The Company Parties agree to provide prompt written notice

of any termination pursuant to clause (iii).

(d)             Any

termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination

shall not be effective until the close of business on the date of receipt of such notice by any Manager or the Company Parties, as the

case may be. If such termination shall occur prior to the Settlement Date or Applicable Time for any sale of the Shares, such sale shall

settle in accordance with the provisions of Section 3(a)(vii) of this Agreement.

9.             Representations

and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution and other

statements of the Company Parties’ officers and of the Managers set forth in or made pursuant to this Agreement will remain in full

force and effect, regardless of any investigation made by or on behalf of the Managers or the Company Parties or any of the officers,

directors, employees, affiliates, agents or controlling persons referred to in Section 7 hereof, and will survive delivery of and

payment for the Shares. The provisions of Section 7 shall survive the termination or cancellation of this Agreement.

10.           Notices.

All communications hereunder will be in writing and effective only on receipt, and, if sent to the Company Parties, shall be directed

to them at c/o Clearway Energy, Inc., 300 Carnegie Center, Suite 300, Princeton, New Jersey 08540, attention of General Counsel,

with a copy to Baker Botts L.L.P., 2001 Ross Avenue, Suite 900, Dallas, Texas 75201, attention to Preston Bernhisel; or, if sent

to each Manager, will be directed to:

Wells Fargo Securities, LLC

500 West 33rd Street

New York, New York 10001

Attention: Equity Syndicate Department

Fax no: (212) 214-5918

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Attention: General Counsel

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Attention: ATM Execution Group, email: dg.atm_execution@bofa.com

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attention: General Counsel

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Attention: General Counsel

11.           Successors.

This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors,

employees, agents and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation

hereunder.

12.           No

Fiduciary Duty. The Company Parties hereby acknowledge that (a) the purchase and sale of the Shares pursuant to this Agreement

is an arm’s-length commercial transaction between the Company Parties, on the one hand, and the Managers and any affiliates through

which it may be acting, on the other, (b) the Managers are acting solely as sales agents in connection with the purchase and sale

of the Shares and not as fiduciaries of the Company Parties, (c) the Company’s engagement of the Managers in connection with

the offering and the process leading up to the offering is as independent contractors and not in any other capacity and (d) none

of the activities of the Managers in connection with the transactions contemplated herein constitutes a recommendation, investment advice,

or solicitation of any action by the Managers with respect to any entity or natural person. Furthermore, the Company Parties agree that

they are solely responsible for making their own judgments in connection with the offering (irrespective of whether the Managers have

advised or are currently advising the Company Parties on related or other matters). The Company Parties agree that they will not claim

that the Managers have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company

Parties, in connection with the transactions contemplated by this Agreement or the process leading thereto.

13.           Research

Analyst Independence. The Company Parties acknowledge that the Managers’ respective research analysts and research departments

are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal

policies, and that such Managers’ respective research analysts may hold views and make statements or investment recommendations

and/or publish research reports with respect to the Company, the value of the Class C Common Stock and/or the offering that differ

from the views of their respective investment banking division. The Company Parties hereby waive and release, to the fullest extent permitted

by law, any claims that the Company Parties may have against any of the Managers with respect to any conflict of interest that may arise

from the fact that the views expressed by its respective independent research analysts and research departments may be different from

or inconsistent with the views or advice communicated to the Company Parties by the Managers’ investment banking division. The Company

Parties acknowledge that the Managers are full service securities firms and as such from time to time, subject to applicable securities

laws, may effect transactions for their own account or the account of their customers and hold long or short positions in debt or equity

securities of the companies which may be the subject of the transactions contemplated by this Agreement.

14.           Integration.

This Agreement supersedes all prior agreements and understandings (whether written or oral), between the Company Parties and the Managers

with respect to the subject matter hereof.

15.           Applicable

Law. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating

to this Agreement, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made

and to be performed within the State of New York.

16.           Waiver

of Jury Trial. The Company Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right

to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or thereby.

17.           Headings.

The section headings used in this Agreement are for convenience only and shall not affect the construction hereof or thereof.

18.           Amendments;

Waivers. This Agreement may only be amended or modified in writing, signed by all of the parties hereto, and no condition herein (express

or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.

19.           Compliance

with USA Patriot Act. In accordance with the requirements of the USA PATRIOT Act, the Managers are required to obtain, verify and

record information that identifies their respective clients, including the Company Parties, which information may include the name and

address of their respective clients, as well as other information that will allow the Managers to properly identify their respective clients.

20.           Counterparts;

Electronic Signatures. This Agreement may be executed in multiple counterparts and when a counterpart has been executed by each party

hereto all such counterparts taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature

page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”)

shall be effective as delivery of a manually executed counterpart thereof. A party’s electronic signature (complying with the New

York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable

law) of this Agreement shall have the same validity and effect as a signature affixed by the party’s hand.

21.           Recognition

of the U.S. Special Resolution Regimes.

(a)             In

the event that any Manager that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution

Regime (as defined below), the transfer from such Manager of this Agreement, and any interest and obligation in or under this Agreement,

will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and

any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)             In

the event that any Manager that is a Covered Entity or a BHC Act Affiliate of such Manager becomes subject to a proceeding under a U.S.

Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Manager are permitted to be exercised

to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed

by the laws of the United States or a state of the United States.

used in this section:

“BHC Act Affiliate”

has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means

any of the following:

(i)              a

“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)             a

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

(iii)            a

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

“Default Right” has

the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime”

means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank

Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

22.             Definitions.

The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall

mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable Time”

shall mean, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement.

“Base Prospectus”

shall mean the base prospectus referred to in Section 2(a) above contained in the Registration Statement at the Execution Time.

“Business Day”

shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized

or obligated by law to close in New York City.

“Commission”

shall mean the Securities and Exchange Commission.

“Effective Date”

shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration

Statement became or becomes effective under the Act in accordance with the rules and regulations thereunder.

“Exchange Act”

shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Execution Time”

shall mean the date and time that this Agreement is executed and delivered by the parties hereto.

“Issuer Free Writing

Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Prospectus”

shall mean the Base Prospectus, as supplemented by the Prospectus Supplement.

“Prospectus Supplement”

shall mean the prospectus supplement relating to the Shares that was first filed pursuant to Rule 424(b) at or prior to the

Execution Time.

“Registration Statement”

shall mean the registration statement referred to in Section 2(a) above, including exhibits and financial statements and any

prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 424(b) and deemed part of such

registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto

or any Rule 462(b) Registration Statement becomes effective, shall also mean such registration statement as so amended or such

Rule 462(b) Registration Statement, as the case may be.

“Rule 153”,

“Rule 158”, “Rule 164”, “Rule 172”, “Rule 405”,

“Rule 415”, “Rule 424”, “Rule 424(b)”, “Rule 430B”,

“Rule 433” and “Rule 462” refer to such rules under the Act.

“Rule 462(b) Registration

Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to

the offering covered by the registration statement referred to in Section 2(a) hereof.

23.             Termination

of Prior Equity Distribution Agreement. In connection with the execution of this Agreement, the Company Parties and the Managers hereby

acknowledge and agree that, effective as of the date hereof and pursuant to Section 8(c) of that certain Equity Distribution

Agreement, dated as of August 6, 2025 (the “Prior Agreement”), the Prior Agreement is hereby terminated in its

entirety. For the avoidance of doubt, pursuant to Section 8(c) of the Prior Agreement, the provisions of Sections 2, 5, 7 and

9 of the Prior Agreement shall remain in full force and effect notwithstanding such termination.

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance

shall represent a binding agreement among the Company Parties and the Managers.

Very truly yours,

CLEARWAY ENERGY, INC.

By:

/s/ Craig Cornelius

Name: Craig Cornelius

Title: President and Chief Executive Officer

CLEARWAY ENERGY LLC

By:

/s/ Craig Cornelius

Name: Craig Cornelius

Title: President and Chief Executive Officer

[Signature Page to Equity

Distribution Agreement]

The foregoing Agreement is hereby confirmed and accepted as of the

date first written above.

Wells Fargo Securities, LLC

By:

/s/ Rebecca Kotkin

Name:

Rebecca Kotkin

Title:

Managing Director

Morgan Stanley & Co. LLC

By:

/s/ Daniel McCullough

Name:

Daniel McCullough

Title:

Executive Director

BofA Securities, Inc.

By:

/s/ Ahmad Masud

Name:

Ahmad Masud

Title:

Managing Director

Citigroup Global Markets Inc.

By:

/s/ Ashwani Khubani

Name:

Ashwani Khubani

Title:

Managing Director / Vice President

J.P. Morgan Securities LLC

By:

/s/ Preston Ryman

Name:

Preston Ryman

Title:

Vice President

[Signature

page to Equity Distribution Agreement]

SCHEDULE I

Authorized Representatives

Craig Cornelius

Sarah Rubenstein

I-1

EXHIBIT A

[Manager Letterhead]

[_______], 20[__]

[ ]

Attention: [_______]

VIA ELECTRONIC MAIL

TRANSACTION CONFIRMATION

Dear [_______]:

This Confirmation sets forth the terms of the

agreement of [Wells Fargo Securities, LLC/Morgan Stanley & Co. LLC/BofA Securities, Inc./Citigroup Global Markets Inc./J.P.

Morgan Securities LLC] with Clearway Energy, Inc., a Delaware corporation (the “Company”) relating to the sale

of shares of the Company’s Class C common stock, par value $0.01 per share, having an aggregate gross sales price of up to

$100,000,000, pursuant to the Equity Distribution Agreement between the Company, Clearway Energy LLC, a Delaware limited liability company

(together with the Company, the “Company Parties”), and Wells Fargo Securities, LLC, Morgan Stanley & Co.

LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC (each a “Manager”), dated

August 6, 2026 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall

have the same meanings when used herein.

By countersigning or otherwise indicating in writing

the Company Parties’ acceptance of this Confirmation (an “Acceptance”), the Company Parties shall have agreed

with the Manager to engage in the following transaction:

[Number of Shares to be sold][Aggregate Gross Price of Shares to be sold]:

Minimum price at which Shares may be sold:

Date(s) on which Shares may be sold:

Compensation to Manager (if different than the Agreement):

The transaction set forth in this Confirmation

will not be binding on the Company Parties or the Manager unless and until the Company Parties deliver their Acceptance; provided,

however, that neither the Company Parties nor the Manager will be bound by the terms of this Confirmation unless the Company Parties

delivers their Acceptance by [_] a.m./p.m. (New York time) on [the date hereof [_____], 20[__]].

A-1

The transaction, if it becomes binding on the

parties, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except

to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and

warranties set forth in the Agreement shall be deemed to have been made at and as of every Applicable Time, every Settlement Date and

every Representation Date.

If the foregoing conforms to your understanding

of our agreement, please so indicate your Acceptance by signing below.

Very truly yours,

[WELLS FARGO SECURITIES, LLC/Morgan Stanley & Co. LLC/BofA Securities, Inc./Citigroup Global Markets Inc./J.P. Morgan Securities LLC]

By:

Name:

Title:

ACCEPTED as of the date first above written

CLEARWAY ENERGY, INC.

By:

Name:

Title:

ACCEPTED as of the date first above written

CLEARWAY ENERGY LLC

By:

Name:

Title:

[Note: The Company Parties’ Acceptance may

also be evidenced by a separate written acceptance referencing this Confirmation and delivered in accordance with the Agreement]

A-2

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2622221d1_ex5-1.htm · Sequence: 3

Exhibit 5.1

2001 Ross Avenue

Dallas, Texas

75201-2980

TEL +1

214.953.6500

FAX +1

214.953.6503

BakerBotts.com

AUSTIN

Brussels

DALLAS

DUBAI

HOUSTON

LONDON

NEW YORK

PALO ALTO

RIYADH

SAN FRANCISCO

SINGAPORE

WASHINGTON

August 6, 2026

Clearway Energy, Inc.

300 Carnegie Center, Suite 300

Princeton, New Jersey 08540

Ladies and Gentlemen:

We have acted as counsel to

Clearway Energy, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection

with the proposed issuance and sale, from time to time, by the Company through the Managers (the “Managers”) listed

in the Equity Distribution Agreement, dated August 6, 2026 (the “Distribution Agreement”), by and among the Company,

Clearway Energy LLC and the Managers, of shares (the “Shares”) of the Company’s Class C Common Stock, par

value $0.01 per share (the “Class C Common Stock”), having an aggregate gross sales price of up to $100,000,000.

A registration statement on

Form S-3 (Registration No. 333-298054), including a form of prospectus relating to the Shares, has been filed with the Securities

and Exchange Commission (the “SEC”) for the offer and sale of Class C Common Stock, including the Shares, and

certain other securities of the Company under the Securities Act of 1933, as amended (the “Securities Act”), from time

to time in accordance with Rule 415 of the rules and regulations of the SEC under the Securities Act. Such registration statement,

including the information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, the amendments thereto, the

documents incorporated by reference therein and the exhibits and schedules thereto, is referred to herein as the “Registration

Statement.”

The prospectus supplement dated

August 6, 2026 relating to the Shares and filed with the SEC pursuant to Rule 424(b) under the Securities Act, including

the base prospectus dated August 6, 2026 included in the Registration Statement and the documents incorporated therein by reference,

is referred to herein as the “Prospectus”.

At your request, this opinion

letter is being furnished to you for filing as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on the date

hereof.

In our capacity as your counsel

in connection with the matter referred to above and as a basis for the opinions hereinafter expressed, we have examined originals, or

copies certified or otherwise identified, of (i) the Restated Certificate of Incorporation of the Company, as amended to date (the

“Certificate of Incorporation”), (ii) the Fourth Amended and Restated Bylaws of the Company, as amended to date

(the “Bylaws” and together with the Certificate of Incorporation, the “Charter Documents”), (iii) the

Registration Statement and the Prospectus, (iv) corporate records of the Company, including certain resolutions of the Board of Directors

of the Company, as furnished to us by the Company, (v) certificates of governmental and public officials and of officers and other

representatives of the Company and (vi) statutes and such other records, certificates, documents and instruments as we have deemed

necessary or advisable as a basis for the opinions hereinafter expressed.

Clearway Energy, Inc. - 2- August 6, 2026

In giving the opinions set forth

herein, we have assumed, with your consent and without independent investigation or verification, the legal capacity and competency of

all natural persons, that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are

authentic and complete, that all documents submitted to us as copies are true, correct and complete copies of the originals of such documents,

and that all information submitted to us is accurate and complete. We have also assumed, as to factual matters, with your consent and

without independent investigation or verification, the truth and accuracy of the representations and warranties in the Distribution Agreement

and other documents reviewed by us and the certificates, statements or other representations of officers or other representatives of the

Company and of government and public officials.

In connection with the opinions

set forth herein, we have assumed that (i) all Shares will be offered, issued and sold in compliance with applicable federal and

state securities laws and in the manner stated in the Prospectus and the Distribution Agreement, (ii) the certificates, if any, representing

the Shares will conform to the specimens thereof examined by us and will have been duly executed and will have been duly countersigned

by a transfer agent and duly registered by a registrar of the Class C Common Stock, or, if uncertificated, valid book-entry notations

will have been made in the share register of the Company in accordance with the provisions of the Charter Documents and (iii) the

consideration payable to the Company in connection with the issuance and sale of the Shares will be in accordance with the Distribution

Agreement and will not be less than the par value of the Class C Common Stock.

On the basis of the foregoing,

and subject to the exceptions, assumptions, qualifications and limitations set forth herein, we are of the opinion that, as of the date

hereof, the Shares have been duly authorized by all requisite corporate action on the part of the Company and, following the issuance

or sale of the Shares from time to time in accordance with the terms and conditions of the Distribution Agreement, including the receipt

of any consideration provided for therein, assuming such consideration is not less than the par value of the Class C Common Stock,

such Shares will have been validly issued, fully paid and nonassessable.

The opinions set forth above

in this opinion letter are limited in all respects to matters of the General Corporation Law of the State of Delaware and the federal

laws of the United States of America, in each case as published and in effect on the date hereof, and we express no opinion as to

the law of any other jurisdiction.

We hereby consent to the filing

of this opinion letter with the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on the date hereof.

We also consent to the reference to our Firm under the heading “Legal Matters” in the Prospectus forming a part of the Registration

Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7

of the Securities Act or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.

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