Form 8-K

8-K — Clearway Energy, Inc.

Accession: 0001104659-26-053557

Filed: 2026-05-01

Period: 2026-04-29

CIK: 0001567683

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2613249d1_8k.htm (Primary)

EX-3.2 — EXHIBIT 3.2 (tm2613249d1_ex3-2.htm)

EX-3.3 — EXHIBIT 3.3 (tm2613249d1_ex3-3.htm)

EX-4.1 — EXHIBIT 4.1 (tm2613249d1_ex4-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2613249d1_ex99-1.htm)

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8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 29, 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 April 29, 2026, at

the Annual Meeting of Stockholders (the “Annual Meeting”) of Clearway Energy, Inc. (the “Company”), the stockholders

of the Company approved, among other things, an amendment and restatement of the Certificate of Incorporation of the Company (the “Amended

Charter”). Following receipt of stockholder approval at the Annual Meeting, on April 29, 2026, the Amended Charter was filed

with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) and became effective. Pursuant to

the Amended Charter, each share of the Company’s Class A common stock, par value $0.01 per share (the “Class A common

stock”), converted (the “Class A Conversion”) into one share of the Company’s Class C common stock,

par value $0.01 per share (the “Class C common stock”), effective as of 12:01 a.m., Eastern Time, on May 1, 2026

(the “Class A Conversion Time”). As a result of the Class A Conversion, the Company no longer has any Class A

common stock.

Voting Trust Agreement

In connection with the Class A

Conversion, on April 29, 2026, Clearway Energy Group LLC (“CEG”), the owner of all of the Company’s outstanding

shares of Class B common stock, par value $0.01 per share (the “Class B common stock”), and Class D common

stock, par value $0.01 per share (the “Class D common stock”), entered into a Voting Trust Agreement (the “Voting

Trust Agreement”) with Wilmington Trust, National Association, as the voting trustee thereunder (the “Voting Trustee”),

pursuant to which CEG, at the Class A Conversion Time, deposited into a voting trust (the “Voting Trust”) 41,678,637

shares of Class B common stock (the “Voting Trust Shares”). The calculation of the number of Voting Trust Shares initially

deposited into the Voting Trust was intended to cause the total relative voting power that CEG held in the Company as of immediately following

the Class A Conversion to equal the total relative voting power that CEG held in the Company as of immediately prior to the Class A

Conversion.

Proportionate Voting

Under the Voting Trust Agreement,

on any matter presented to the Company’s stockholders for a vote, including the election or removal of directors and any corporate

action (including certain proposed change of control transactions of the Company), the Voting Trustee will be required to vote the Voting

Trust Shares in the same proportion as the votes cast by all stockholders of the Company (including CEG with respect to any shares not

held in the Voting Trust). For any matter subject to a vote of the holders of the same class or series of securities as any Voting Trust

Shares (voting separately as a class and not together with one or more other classes or series of voting securities of the Company), the

Voting Trustee will be required to vote the Voting Trust Shares corresponding to such class or series in accordance with the written direction

of CEG.

Dividends and Distributions

Upon the declaration by the

Company of any dividend or distribution with respect to any Voting Trust Shares, the Voting Trustee will instruct the Company to cause

such dividend or distribution to be paid or delivered directly to CEG as if CEG itself held the Voting Trust Shares; provided, that any

dividend or distribution paid in the form of voting securities of the Company will be retained by the Voting Trustee in the Voting Trust

and will be subject to all of the terms and conditions of the Voting Trust Agreement.

Transfers

Under the Voting Trust Agreement,

CEG is not entitled to sell, transfer or otherwise dispose of any Voting Trust Shares, except in certain situations, including:

· a transfer of Voting Trust Shares (i) in

a bona fide transaction to any person that is not (a) an affiliate, subsidiary, director, officer, employee, agent or other representative

of CEG or (b) a person whose ownership of Voting Trust Shares would result in CEG continuing to be deemed the “beneficial owner”

(as such term is used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such

Voting Trust Shares (each person in this clause (b), a “CEG Related Person”), (ii) as collateral securing a bona fide

debt financing of CEG or any of its affiliates or (iii) pursuant to any foreclosure, bankruptcy or other process as a result of which

any lender or agent in respect of any such debt financing takes or transfers title to any Voting Trust Shares pledged pursuant to such

debt financing;

· a transfer of Voting Trust Shares to a CEG Related

Person (provided that (i) such Voting Trust Shares will be retained by the Voting Trustee in the Voting Trust and will remain subject

to all of the terms and conditions of the Voting Trust Agreement and (ii) such CEG Related Person, as a condition to such transfer,

agrees to be bound by the terms of the Voting Trust Agreement);

· CEG’s election to tender any or all Voting

Trust Shares in accordance with the terms of a tender offer;

· CEG’s election to tender any or all Voting

Trust Shares in accordance with the terms of an exchange offer (provided that any voting securities of the Company received in such exchange

offer as consideration for such tendered Voting Trust Shares will be retained by the Voting Trustee in the Voting Trust and will be subject

to all of the terms and conditions of the Voting Trust Agreement);

· CEG’s election to exchange Class B

units of Clearway Energy LLC for shares of Class C common stock under that certain Third Amended and Restated Exchange Agreement,

dated as of April 1, 2026, by and among the Company, Clearway Energy LLC and CEG (each, a “B/C Exchange”), in which case

the shares of Class C common stock issued in such B/C Exchange will be delivered directly to CEG as if CEG itself held the Voting

Trust Shares;

· any other acquisition of Voting Trust Shares

by the Company or Clearway Energy LLC; or

· any Share Release (as defined below).

Upon completion of any transfer

of Voting Trust Shares permitted under the Voting Trust Agreement (other than a transfer to a CEG Related Person or a pledge of Voting

Trust Shares as collateral securing a bona fide debt financing of CEG or any of its affiliates where the beneficiary of such collateral

does not have the right to exercise the voting rights of such shares), such Voting Trust Shares will no longer be subject to the terms

and conditions of the Voting Trust Agreement.

Notwithstanding the foregoing,

under the Voting Trust Agreement, CEG is not entitled to sell, transfer or otherwise dispose of any Voting Trust Shares to any person

to the extent that such transfer, together with any other transfers of voting securities of the Company by CEG or any CEG Related Person

to such person (but disregarding any other acquisition of voting securities of the Company by such person) would result in such person

(and any “group” as that term is used in Rule 13d-3 under the Exchange Act) being transferred by CEG 90% or more of the

total voting power of the Company (such number of voting securities that would otherwise be so transferred by CEG equal to the number

of voting securities representing 90% or more of the total voting power of the Company, the “Excess Voting Securities”) that

would permit such person to effect a merger of the Company pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”).

The foregoing restriction on transfers will not apply if the applicable transferee either (i) agrees to enter into an agreement substantially

on the same terms and conditions as the Voting Trust Agreement with respect to the Excess Voting Securities or (ii) otherwise agrees

with the Company to not cause a merger of the Company pursuant to Section 253 of the DGCL using and in reliance on the Excess Voting

Securities.

Share Issuances; Share Releases

In the event the Company issues

additional shares of Class C common stock (other than to CEG or a CEG Related Person) following the Class A Conversion (each

such issuance, a “Class C Issuance”), CEG will be entitled to require the Voting Trustee to cause Voting Trust Shares

to be released from the Voting Trust to CEG (each such release, a “Class C Issuance Share Release”) in an amount calculated

pursuant to a formula set forth in the Voting Trust Agreement, which calculation is intended to cause the total relative voting power

that CEG holds in the Company as of immediately following such Class C Issuance and Class C Issuance Share Release to equal

the total relative voting power that CEG would have held as of immediately following such Class C Issuance had (i) the Class A

Conversion and the filing of the Amended Charter with the Delaware Secretary of State (the “Amended Charter Filing”) not occurred

and (ii) the creation of the Voting Trust and the deposit of the initial Voting Trust Shares into the Voting Trust not occurred.

In the event that, following

the Class A Conversion, the Company issues additional voting securities (other than shares of Class C common stock) (other than

to CEG or a CEG Related Person) or takes any other corporate action affecting the total relative voting power that CEG holds in the Company

(each such issuance or corporate action, a “Specified Corporate Action”), CEG will be entitled to require the Voting Trustee

to cause Voting Trust Shares to be released from the Voting Trust to CEG (each such release, an “SCA Share Release”) in an

amount that would cause the total relative voting power that CEG holds in the Company as of immediately following such Specified Corporate

Action and SCA Share Release to equal the total relative voting power that CEG would have held as of immediately following such Specified

Corporate Action had (i) the Class A Conversion and the Amended Charter Filing not occurred and (ii) the creation of the

Voting Trust and the deposit of the initial Voting Trust Shares into the Voting Trust not occurred.

In the event CEG effects a

B/C Exchange following the Class A Conversion, CEG will be entitled to require the Voting Trustee to cause Voting Trust Shares to

be released from the Voting Trust to CEG (each such release, a “B/C Exchange Share Release” and, together with a Class C

Issuance Share Release and an SCA Share Release, each a “Share Release”) in an amount that would cause the total relative

voting power that CEG holds in the Company as of immediately following such B/C Exchange and B/C Exchange Share Release to equal the total

relative voting power that CEG would have held at such time had (i) the Class A Conversion and the Amended Charter Filing not

occurred, (ii) the creation of the Voting Trust and the deposit of the initial Voting Trust Shares into the Voting Trust not occurred

and (iii) the Class B units of Clearway Energy LLC subject to such B/C Exchange been exchanged for shares of Class A common

stock rather than shares of Class C common stock (the “Hypothetical Baseline Voting Power”). If (i) as a result

of any B/C Exchange, the total relative voting power that CEG holds in the Company as of immediately following such B/C Exchange exceeds

the Hypothetical Baseline Voting Power as a result of the cancellation of Voting Trust Shares in connection with such B/C Exchange or

(ii) following any B/C Exchange Share Release, CEG sells, transfers or otherwise disposes of (in each case, other than to an affiliate

of CEG or as collateral securing a bona fide debt financing of CEG or any of its affiliates (any such transfer or disposition, a “Permitted

Transfer”)) shares of Class C common stock (a “Post-B/C Exchange Disposition”), then, in either case, immediately

following such B/C Exchange or Post-B/C Exchange Disposition, CEG will be required to deposit into the Voting Trust a number of shares

of Class B common stock in an amount that would cause the total voting power that CEG holds in the Company as of immediately following

such deposit to equal the total voting power that CEG would have held as of immediately following such B/C Exchange or Post-B/C Exchange

Disposition, as applicable, had (i) the Class A Conversion and the Amended Charter Filing not occurred, (ii) the creation

of the Voting Trust and the deposit of the initial Voting Trust Shares into the Voting Trust not occurred and (iii) CEG exchanged

the applicable Class B units of Clearway Energy LLC in the B/C Exchange for shares of Class A common stock (rather than shares

of Class C common stock) and then, in the case of a Post B/C Exchange Disposition, disposed of shares of Class A common stock

rather than shares of Class C common stock disposed in such Post-B/C Exchange Disposition (up to (but not exceeding), in the aggregate,

the number of shares of Class A common stock assumed to have been received in exchange for Class B units of Clearway Energy

LLC pursuant to the immediately preceding clause (iii) in respect of the related B/C Exchange). In addition, if, following a Permitted

Transfer, any shares of Class C common stock included in the Permitted Transfer are transferred to any person other than pursuant

to a Permitted Transfer, CEG will be required to deposit into the Voting Trust shares of Class B common stock as if such shares of

Class C common stock were transferred in a Post-B/C Exchange Disposition.

Upon completion of any Share Release, any Voting

Trust Shares so released from the Voting Trust will no longer be subject to the terms and conditions of the Voting Trust Agreement.

Term; Termination

The Voting Trust is irrevocable

by CEG and will terminate only upon the earliest to occur of (i) an event constituting a change of control of the Company, (ii) the

dissolution or liquidation of the Company or (iii) the time at which no Voting Trust Shares remain in the Voting Trust.

The foregoing description

of the Voting Trust Agreement is a summary only and is qualified in its entirety by reference to, and should be read in conjunction with,

the full text of the Voting Trust Agreement, a copy of which is attached as Exhibit 9.1 to this Current Report on Form 8-K (this

“Form 8-K”) and is incorporated herein by reference.

Fifth Amended and Restated Limited Liability

Company Agreement of Clearway Energy LLC

In connection with the Class A

Conversion, on May 1, 2026, the Company and CEG amended and restated the Fourth Amended and Restated Limited Liability Company Agreement

of Clearway Energy LLC, a direct subsidiary of the Company, by entering into a Fifth Amended and Restated Limited Liability Company Agreement

of Clearway Energy LLC (the “Amended Clearway LLC Agreement”). Under the Amended Clearway LLC Agreement, each outstanding

Class A unit of Clearway Energy LLC converted into one Class C unit of Clearway Energy LLC, effective as of the Class A

Conversion Time. As a result of such conversion, Clearway Energy LLC no longer has any Class A units.

The foregoing description

of the Amended Clearway LLC Agreement is a summary only and is qualified in its entirety by reference to, and should be read in conjunction

with, the full text of the Amended Clearway LLC Agreement, a copy of which is attached as Exhibit 4.1 to this Form 8-K and is

incorporated herein by reference.

Item 3.03

Material

Modification to Rights of Security Holders.

Amended Charter

As described in the disclosure

set forth above in Item 1.01 of this Form 8-K, which is incorporated by reference into this Item 3.03, on April 29, 2026, the

stockholders of the Company approved the Amended Charter at the Annual Meeting. Following receipt of stockholder approval at the Annual

Meeting, on April 29, 2026, the Amended Charter was filed with the Delaware Secretary of State and became effective.

Under the Amended Charter,

the Class A Conversion occurred automatically at the Class A Conversion Time. In addition, the Amended Charter (i) provided

that, from and after the Class A Conversion, the Company did not have authority to issue or reissue shares of Class A common

stock, (ii) provided that, upon the Class A Conversion, certain provisions of the Amended Charter relating to the Class A

common stock were deemed to have no further force or effect, including provisions defining the rights of holders of shares of Class A

common stock (including provisions regarding voting rights, dividends and distributions and the transferability of Class A common

stock) and obsolete provisions pertaining to certain rights of holders of shares of Class C common stock in relation to the Class A

common stock, (iii) reduced the total number of authorized shares of Class A common stock from 500,000,000 to 34,613,853, (iv) reduced

the total number of authorized shares of capital stock of the Company from 3,010,000,000 to 2,544,613,853 and (v) effected certain

other non-substantive updates, including ministerial and conforming changes and updates to certain other historical matters.

Certificate of Retirement

Following the Class A

Conversion, on May 1, 2026, the Company filed with the Delaware Secretary of State a certificate of retirement pursuant to Section 243

of the DGCL (the “Certificate of Retirement”) to retire all shares of Class A common stock converted in the Class A

Conversion, which also had the effect of amending the Amended Charter to (i) reduce the total number of authorized shares of Class A

common stock from 34,613,853 to zero, (ii) reduce the total number of authorized shares of capital stock of the Company from 2,544,613,853

to 2,510,000,000 and (iii) eliminate from the Amended Charter all references to the Class A common stock (collectively, the

“Class A Retirement”).

Restated Certificate of Incorporation

Following the filing of the

Certificate of Retirement with the Delaware Secretary of State, on May 1, 2026, the Company filed with the Delaware Secretary of

State a Restated Certificate of Incorporation of the Company (the “Restated Charter”), which restated and integrated (but

did not further amend) the Amended Charter to reflect the Class A Retirement.

Certain Effects of the Amended Charter,

the Restated Charter and the Class A Conversion

The Amended Charter, the Restated

Charter and the Class A Conversion had the following effects, among others, on the holders of the Company’s common stock:

Voting Power

Prior to the Class A

Conversion, (i) holders of formerly outstanding shares of Class A common stock were entitled to cast one vote per share with

respect to each matter presented to the Company’s stockholders on which the holders of such shares were entitled to vote and (ii) holders

of Class C common stock were entitled to cast 1/100th of one vote with respect to each matter presented to the Company’s

stockholders on which the holders of such shares were entitled to vote. Holders of the formerly outstanding shares of Class A common

stock received shares of Class C common stock in the Class A Conversion and, accordingly, are now entitled to cast 1/100th

of one vote per share with respect to each matter presented to the Company’s stockholders on which the holders of Class C common

stock are entitled to vote. Neither the Amended Charter nor the Class A Conversion had any impact on the voting rights of the Class B

common stock, Class C common stock or Class D common stock.

As of immediately following

the Class A Conversion, and after giving effect to the terms of the Voting Trust Agreement, (i) the outstanding Class B

common stock represented approximately 39.48% of the total voting power of the Company’s outstanding common stock, (ii) the

outstanding Class C common stock represented approximately 45.12% of the total voting power of the Company’s outstanding common

stock (with holders of formerly outstanding shares of Class A common stock holding approximately 12.89% of the total voting power

of the Company’s outstanding common stock) and (iii) the outstanding Class D common stock represented approximately 15.40%

of the total voting power of the Company’ outstanding common stock.

Economic Interests

Neither the Amended Charter

nor the Class A Conversion had any impact on the economic interests of the Company’s stockholders, including with regard to

dividends and liquidation rights. Because the former Class A common stock and the Class C common stock were, prior to the Class A

Conversion, both entitled to receive dividends as and when declared by the Company, following the Class A Conversion, holders of

formerly outstanding shares of Class A common stock whose shares were converted to shares of Class C common stock remain eligible

to receive any dividends declared by the Company on the same basis on which they would have received dividends had the Class A Conversion

not occurred.

Capitalization

Neither the Amended Charter

nor the Class A Conversion had any impact on the total issued and outstanding shares of common stock of the Company. As a result

of the filing of the Amended Charter, the Certificate of Retirement and the Restated Charter, the Class A common stock was eliminated

as a separately authorized class of common stock of the Company, and the total number of authorized shares of common stock of the Company

was reduced to 2,510,000,000. However, neither the Amended Charter nor the Class A Conversion had any impact on the number of authorized

shares of Class B common stock, Class C common stock, Class D common stock or preferred stock.

NYSE Listing

Following the Class A

Conversion, the Class A common stock, which previously traded on the New York Stock Exchange (the “NYSE”) under the symbol

“CWEN.A”, was suspended prior to the opening of the NYSE on May 1, 2026. The Class C common stock (including the

shares of Class C common stock that were received in the Class A Conversion) continues to trade on the NYSE under the symbol

“CWEN”.

CUSIP Number

The Class C common stock

(including the shares of Class C common stock that were received in the Class A Conversion) will maintain the same CUSIP number

previously assigned to the Class C common stock.

Securities Act; Resale of Common Stock

The Company relied on Section 3(a)(9) of

the Securities Act of 1933, as amended (the “Securities Act”), to exempt the issuance of shares of Class C common stock

resulting from the Class A Conversion from the registration requirements of the Securities Act. Under that exemption, when securities

are exchanged for other securities of an issuer, the securities received assume the character of the exchanged securities for purposes

of the Securities Act. The formerly outstanding shares of Class A common stock that were converted to shares of Class C common

stock in the Class A Conversion were issued in an offering registered, or were otherwise registered, under the Securities Act and

therefore were not subject to resale restrictions (other than any such shares that were held by the Company’s affiliates or that

constituted restricted securities). Accordingly, shares of Class C common stock issued as a result of the Class A Conversion

may be sold in the same manner as the formerly outstanding shares of Class A common stock may have been sold prior to the Class A

Conversion. The Company’s affiliates and holders of any shares of Class C common stock (including the shares of Class C

common stock that were received in the Class A Conversion) that constitute restricted securities will continue to be subject to the

restrictions specified in Rule 144 under the Securities Act.

Equity Incentive Plans

Upon the Class A Conversion,

outstanding options, restricted stock units, performance stock units, deferred stock units, dividend equivalent rights and other equity

incentive awards issued under any of the Company’s equity incentive plans that formerly represented the right to receive, or were

formerly denominated in, shares of Class A common stock, if any, remained unchanged, except that, following the Class A Conversion,

they represent the right to receive, or are denominated in, shares of Class C common stock rather than shares of Class A common

stock.

The foregoing description

of the Class A Conversion, the Amended Charter, the Certificate of Retirement and the Restated Charter is a summary only and is qualified

in its entirety by reference to, and should be read in conjunction with, the full text of the Amended Charter, the Certificate of Retirement

and the Restated Charter, copies of which are attached as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, to this

Form 8-K and are incorporated herein by reference.

Item 5.03

Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The

disclosures set forth above in Item 3.03 of this Form 8-K relating to the Certificate of Retirement and the Restated Charter are

also responsive to Item 5.03 of this Form 8-K and are incorporated by reference into this Item 5.03.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The

Company held its Annual Meeting on April 29, 2026. Set forth below are the final voting results for each of the proposals submitted

to a vote of the stockholders at the Annual Meeting.

(a) Proposal 1 – Election of eleven directors

Name

Votes For

Votes Against

Broker Non-Votes

Nathaniel Anschuetz

60,907,581

7,806,231

3,941,956

Jonathan Bram

59,305,106

9,408,706

3,941,956

Craig Cornelius

61,358,968

7,354,844

3,941,956

Brian R. Ford

61,071,894

7,641,918

3,941,956

Paige Goodwin

60,945,854

7,767,958

3,941,956

Olivier Jouny

58,583,490

10,130,322

3,941,956

Jennifer Lowry

61,552,797

7,161,015

3,941,956

Bruce MacLennan

60,913,824

7,799,988

3,941,956

Daniel B. More

56,903,704

11,810,108

3,941,956

E. Stanley O’Neal

67,838,180

875,632

3,941,956

Marc-Antoine Pignon

60,831,757

7,882,055

3,941,956

With respect to the foregoing

Proposal 1, all eleven directors were elected and each received a plurality of the votes cast at the Annual Meeting.

(b) Proposal 2 – Advisory vote on the Company’s executive compensation

Votes For

Votes Against

Abstentions

Broker Non-Votes

67,868,771

639,847

205,194

3,941,956

The foregoing Proposal 2 was approved.

– Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting

Firm for the 2026 fiscal year

Votes For

Votes Against

Abstentions

72,281,255

314,095

60,418

The foregoing Proposal 3 was approved.

(d) Proposal 4

– Approval of the Amended Charter to effect the Class A Conversion and update certain other historical matters

Approval of the Amended Charter

required the affirmative vote of (i) 66 2/3% of the combined voting power of the shares of the Company’s common stock outstanding

and entitled to vote on the Amended Charter and (ii) a majority in voting power of the shares of Class A common stock outstanding

and entitled to vote on the Amended Charter.

The final voting results of

the shares of the Company’s common stock were as follows:

Votes For

Votes Against

Abstentions

65,102,259

3,450,376

161,177

The final voting results of the shares of Class A

common stock were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

21,382,675

3,333,961

158,837

3,845,134

The foregoing Proposal 4 was approved.

Item 7.01

Regulation FD Disclosure.

On April 29, 2026, the

Company issued a press release announcing that its stockholders had approved each of the proposals submitted

to a vote of the stockholders at the Annual Meeting, including the Amended Charter, and related matters. A copy of the press release

is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information furnished

in this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Exchange

Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filings under

the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Document

3.1

Fifth Amended and Restated Certificate of Incorporation of Clearway Energy, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A/A filed on April 29, 2026 (File No. 001-36002)).

3.2

Certificate of Retirement of Class A Common Stock of Clearway Energy, Inc.

3.3

Restated Certificate of Incorporation of Clearway Energy, Inc.

4.1

Fifth Amended and Restated Limited Liability Company Agreement of Clearway Energy LLC, dated as of May 1, 2026, by and between Clearway Energy, Inc. and Clearway Energy Group LLC.

9.1†

Voting Trust Agreement, dated as of April 29, 2026, by and between Clearway Energy Group LLC and Wilmington Trust, National Association, as voting trustee thereunder (incorporated herein by reference to Exhibit 9.1 to the Company’s Registration Statement on Form 8-A/A filed on April 29, 2026 (File No. 001-36002)).

99.1

Press Release, dated April 29, 2026.

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

† Schedules and similar attachments to

this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a

copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

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/ Kevin P. Malcarney

Kevin P. Malcarney

Executive Vice President, General Counsel and Corporate Secretary

Date: May 1, 2026

EX-3.2 — EXHIBIT 3.2

EX-3.2

Filename: tm2613249d1_ex3-2.htm · Sequence: 2

Exhibit 3.2

CERTIFICATE OF RETIREMENT

CLASS A COMMON STOCK

CLEARWAY ENERGY, INC.

(Pursuant to Section 243(b) of the

General Corporation Law of the State of Delaware)

Clearway Energy, Inc.,

a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:

1.            On

April 29, 2026, a Fifth Amended and Restated Certificate of Incorporation of the Company (the “Fifth Amended and Restated

Certificate of Incorporation”) was filed in the Office of the Secretary of State of the State of Delaware.

2.            Section 2

of Article Four of the Fifth Amended and Restated Certificate of Incorporation authorizes the issuance of 2,544,613,853 shares of

capital stock, consisting of (i) 10,000,000 shares of Preferred Stock, par value $0.01 per share, (ii) 34,613,853 shares of

Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), (iii) 500,000,000 shares

of Class B Common Stock, par value $0.01 per share, (iv) 1,000,000,000 shares of Class C Common Stock, par value $0.01

per share (the “Class C Common Stock”), and (v) 1,000,000,000 shares of Class D Common Stock, par value

$0.01 per share.

3.            Pursuant

to Section 1(a) of Article Four of the Fifth Amended and Restated Certificate of Incorporation, at 12:01 a.m., Eastern

Time, on May 1, 2026, all 34,613,853 shares of Class A Common Stock converted into shares of Class C Common Stock (the

“Class A Conversion”).

4.            Section 1(c) of

Article Four of the Fifth Amended and Restated Certificate of Incorporation provides that (i) from and after the Class A

Conversion, all references in the Fifth Amended and Restated Certificate of Incorporation to Class A Common Stock shall be deemed

to have no further force or effect and the Company shall no longer have authority to issue or reissue shares of Class A Common Stock,

(ii) any shares of Class A Common Stock converted pursuant to the Class A Conversion shall be automatically and immediately

cancelled and retired and shall not be reissued, sold or transferred and (iii) the Company may thereafter take such appropriate action

(without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Class A Common Stock accordingly.

5.            The

shares of Class A Common Stock retired hereby constitute all of the authorized shares of the class to which they belong.

6.            Accordingly,

pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the effective time

of the filing of this Certificate of Retirement, (i) all 34,613,853 shares of Class A Common Stock are hereby retired and (ii) this

Certificate of Retirement shall have the effect of amending the Fifth Amended and Restated Certificate of Incorporation so as to (a) reduce

the total authorized number of shares of Class A Common Stock to zero, (b) reduce the total authorized number of shares of capital

stock which the Company may issue from 2,544,613,853 shares to 2,510,000,000 shares and (c) eliminate from the Fifth Amended and

Restated Certificate of Incorporation all references to the Class A Common Stock.

[Signature Page Follows]

WITNESS WHEREOF, the Company has caused this Certificate of Retirement to be signed by its duly authorized officer, this 1st

day of May 2026.

Clearway energy, inc.

By:

/s/ Kevin P. Malcarney

Name:

Kevin P. Malcarney

Title:

Executive Vice President, General Counsel and Corporate Secretary

[Signature Page to Certificate of Retirement

of Class A Common Stock]

EX-3.3 — EXHIBIT 3.3

EX-3.3

Filename: tm2613249d1_ex3-3.htm · Sequence: 3

Exhibit 3.3

CLEARWAY ENERGY, INC.

RESTATED CERTIFICATE OF INCORPORATION

Clearway Energy, Inc.,

a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby

certifies as follows:

A. The name of the corporation is Clearway Energy, Inc. The date of filing of its original Certificate

of Incorporation (the “Original Certificate”) with the Secretary of State was December 20, 2012, and the name

under which the corporation was originally incorporated is NRG YIELDCO, INC. The name of the corporation was changed to Clearway

Energy, Inc. pursuant to a Certificate of Amendment filed on August 31, 2018.

B. The Original Certificate, as amended, was amended and restated by that certain Amended and Restated Certificate

of Incorporation of Clearway Energy, Inc. dated as of May 1, 2020 (the “Amended and Restated Certificate”).

C. The Amended and Restated Certificate was amended and restated by that certain Fifth Amended and Restated

Certificate of Incorporation of Clearway Energy, Inc, dated as of April 29, 2026 (the “Fifth Amended and Restated Certificate”),

which was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL by the directors and stockholders of the

corporation.

D. A Certificate of Retirement of Class A Common Stock of Clearway Energy, Inc. (the “Certificate

of Retirement”) was filed with the Secretary of State on May 1, 2026 in accordance with the provisions of Section 243

of the DGCL. Pursuant to the Certificate of Retirement, (i) all shares of Class A Common Stock, par value $0.01 per share, of

the corporation (the “Class A Common Stock”) were retired and (ii) the Certificate of Retirement had the

effect of amending the Fifth Amended and Restated Certificate so as to (a) reduce the total authorized number of shares of Class A

Common Stock to zero, (b) reduce the total authorized number of shares of capital stock of the corporation to 2,510,000,000 shares,

and (c) eliminate from the Fifth Amended and Restated Certificate all references to the Class A Common Stock.

E. This Restated Certificate of Incorporation of the corporation only restates and integrates and does not

further amend the provisions of the Fifth Amended and Restated Certificate as theretofore amended or supplemented and there is no discrepancy

between the provisions of the Fifth Amended and Restated Certificate as theretofore amended and supplemented and the provisions of this

Restated Certificate of Incorporation.

F. This Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 245

of the DGCL.

G. The text of the Fifth Amended and Restated Certificate is hereby restated and integrated, but not further

amended, to read in full as set forth in Exhibit A attached hereto.

IN WITNESS WHEREOF, the corporation

has caused this Restated Certificate of Incorporation to be signed by the undersigned authorized officer this 1st day of May,

2026.

Clearway Energy, Inc.,

a Delaware corporation

By: /s/ Kevin P. Malcarney

Name: Kevin P. Malcarney

Title: Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT A

See attached.

CLEARWAY ENERGY, INC.

RESTATED CERTIFICATE OF INCORPORATION

ARTICLE ONE

The name of the corporation

is Clearway Energy, Inc. (the “Corporation”).

ARTICLE TWO

The address of the Corporation’s

registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle,

Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business

or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General

Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE FOUR

Section 1.            Authorized

Shares. The total number of shares of capital stock which the Corporation has authority to issue is 2,510,000,000 shares, consisting

of:

(a)        10,000,000

shares of Preferred Stock, par value $0.01 per share (“Preferred Stock”);

(b)       500,000,000

shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”);

shares of Class C Common Stock, par value $0.01 per share (“Class C Common Stock”); and

(d)       1,000,000,000

shares of Class D Common Stock, par value $0.01 per share (“Class D Common Stock” and, together with the

Class B Common Stock and the Class C Common Stock, the “Common Stock”).

Section 2.           Preferred

Stock. The Preferred Stock may be issued from time to time and in one or more series. By resolution adopted by the affirmative vote

of at least a majority of the total number of directors then in office, the board of directors of the Corporation (the “Board

of Directors”) is authorized to determine or alter the powers, preferences and rights, and the qualifications, limitations and

restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated

in any resolution or resolutions of the Board of Directors adopted by the affirmative vote of at least a majority of the total number

of directors then in office, originally fixing the number of shares constituting any series of Preferred Stock to increase or decrease

(but not below the number of shares of any such series of Preferred Stock, then outstanding) the number of shares of any such series of

Preferred Stock and to fix the number of shares of any series of Preferred Stock. In the event that the number of shares of any series

of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had prior to

the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of

applicable law. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock,

and the qualifications, limitations and restrictions granted to or imposed upon, any such series of Preferred Stock may be made dependent

upon facts ascertainable outside the resolutions or resolutions providing for the issue of such Preferred Stock, adopted by the affirmative

vote of at least a majority of the total number of directors then in office, provided that the manner in which such facts shall operate

upon the powers, preferences and rights of, and the qualifications, limitations and restrictions thereof, if any, may differ from those

of any and all other series at any time outstanding. Any of the powers, preferences and rights of, and the qualifications, limitations

and restrictions granted to or imposed upon, such series of Preferred Stock is clearly and expressly set forth in the resolution or resolutions

providing for the issue of such series of Preferred Stock adopted by the affirmative vote of at least a majority of the total number of

directors then in office.

Section 3.           Common

Stock.

(a)       Voting

Rights. Except as otherwise provided by the DGCL or this Restated Certificate of Incorporation (this “Certificate”),

and subject to the rights of holders of any series of Preferred Stock, all of the voting power of the stockholders of the Corporation

shall be vested in the holders of the Common Stock. Holders of Class B Common Stock, Class C Common Stock and Class D Common

Stock shall vote together as a single class on all matters presented to the stockholders of the Corporation for their approval or vote.

Each holder of Class B Common Stock shall have one vote for each share held by such holder on all matters voted upon by the stockholders

of the Corporation. Each holder of Class C Common Stock and Class D Common Stock shall have 1/100th of one vote

for each share held by such holder on all matters voted upon by the stockholders of the Corporation.

(b)        Dividends

and Other Distributions.

(i)         Subject

to the rights of holders of any series of Preferred Stock, the holders of Class C Common Stock shall share ratably in all dividends

as may from time to time be declared by the Board of Directors in respect of the Common Stock out of the assets of the Corporation legally

available for the payment thereof at such times and in such amounts as the Board of Directors in its discretion shall determine.

(ii)        Except

as provided in clause (b)(iii) below with respect to stock dividends, dividends and other distributions of cash or property

may not be declared or paid on the Class B Common Stock or Class D Common Stock.

(iii)       In

no event will any stock dividends, stock splits, reverse stock splits, combinations of stock, reclassifications or recapitalizations be

declared or made on any of the Class B Common Stock, the Class C Common Stock or the Class D Common Stock, unless contemporaneously

therewith, the shares of Class B Common Stock, Class C Common Stock and Class D Common Stock at the time outstanding are

treated in the same proportion and the same manner. Stock dividends with respect to Class B Common Stock may only be paid with Class B

Common Stock. Stock dividends with respect to Class D Common Stock may only be paid with Class D Common Stock.

Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the

Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and

other amounts, if any, to which the holders of Preferred Stock shall be entitled, the holders of all outstanding shares of Class C

Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution ratably in proportion to

the number of shares of Class C Common Stock held by each such stockholder. Except as otherwise provided in this Article FOUR

and except for their right to receive payment for the par value of their shares of Class B Common Stock and Class D Common Stock,

the holders of shares of Class B Common Stock and Class D Common Stock shall not be entitled to receive any assets of the Corporation

in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(d)        Retirement

of Class B Common Stock and Class D Common Stock. In the event that, pursuant to that certain Third Amended and Restated

Exchange Agreement, dated as of April 1, 2026, by and among Clearway Energy Group LLC, a Delaware limited liability company

(“CEG”), Clearway Energy LLC, a Delaware limited liability company (“Clearway LLC”), and

the Corporation, CEG or its permitted transferees or assignees exchange a Class B unit of Clearway LLC for a share of Class C

Common Stock, or exchange a Class D unit of Clearway LLC for a share of Class C Common Stock, an equivalent number of outstanding

shares of Class B Common Stock or Class D Common Stock, respectively, shall be subject to mandatory redemption at a price per

share equal to its per share par value and thereupon shall automatically and without further action on the part of the Corporation or

any holder of Class B Common Stock or Class D Common Stock, as applicable, or other series of stock of the Corporation be cancelled

and retired.

(e)        Preemptive

Rights. Except as otherwise provided in this Article FOUR, no holder of Common Stock shall have any preemptive, conversion or

other rights to subscribe for additional shares with respect to the Common Stock or any other securities of the Corporation, or to any

obligations convertible (directly or indirectly) into securities of the Corporation, whether now or hereafter authorized.

Section 4.            Restrictions

on Transfer.

(a)        Restricted

Transfers. Except through a Secondary Market Transaction, no person shall purchase or otherwise acquire (whether through the conversion

or exchange of securities convertible into shares of Class C Common Stock or otherwise), and no stockholder of the Corporation shall

transfer to any person, shares of Class C Common Stock such that, after giving effect to such purchase, acquisition or other transfer

(a “Restricted Transfer”), the holdings of the transferee, together with those of its FERC Affiliates, would equal

or exceed the Utility Control Threshold without the prior written consent of the Board of Directors.

(b)        Purported

Transfer in Violation of Restrictions. Unless the approval of the Board of Directors is obtained with respect to a Restricted Transfer,

such purported Restricted Transfer shall not be effective to transfer record, beneficial, legal or any other ownership of such Common

Stock, and the transferee shall not be entitled to any rights as a stockholder of the Corporation with respect to the Class C Common

Stock purported to be purchased, acquired or transferred in the Restricted Transfer (including, without limitation, the right to vote

or to receive dividends with respect thereto).

Definitions. For purposes of this Section 4 of Article FOUR:

“Clearway Public

Utility” means any direct or indirect subsidiary of Clearway Energy LLC that is a “public utility” (as that

term is defined in the Federal Power Act).

“FERC Affiliate”

means any person that is an “affiliate” (as such term is defined in 18 C.F.R. § 35.36(a)(9)) of another person prior

to the effective date of the Restricted Transfer.

“Secondary Market

Transaction” means a purchase or sale of Class C Common Stock by a third-party investor (i) occurring while the Class C

Common Stock is publicly-traded, (ii) to which neither the Corporation nor any of its subsidiaries is a party, (iii) over which

neither the Corporation nor any of its subsidiaries has control, and (iv) of which neither the Corporation nor any of its subsidiaries

would, in the ordinary course, have prior notice. A Secondary Market Transaction does not include, among other things, any reacquisition

of Class C Common Stock by the Corporation.

“Utility Control

Threshold” means holdings such that: (i) a person, collectively with its FERC Affiliates, directly and/or indirectly owns,

controls and/or holds with power to vote 10% of the Corporation’s outstanding voting securities; or (ii) the sum of the following

equals 10%: (A) the percentage of the Corporation’s voting securities directly and/or indirectly owned, controlled or held

with power to vote by such person, collectively with its FERC Affiliates, other than through CEG, plus (B) the percentage of CEG’s

voting securities directly and/or indirectly owned, controlled or held with power to vote by such person, collectively with its FERC Affiliates,

plus (C) the percentage of any Clearway Public Utility’s voting securities directly and/or indirectly owned, controlled or

held with power to vote by such person, collectively with its FERC Affiliates, other than through the Corporation or CEG. The percentages

of a given entity’s voting securities to be determined for purposes of the preceding sentence shall be calculated based on the voting

power of the relevant voting securities.

ARTICLE FIVE

The Corporation is to have

perpetual existence.

ARTICLE SIX

Except as provided by this

Certificate and any duly authorized certificate of designation of any series of Preferred Stock, each director shall be elected by the

vote of a plurality of the votes entitled to be cast by all shares of Common Stock entitled to vote on the election of directors voting

as a single class and represented in person or by proxy at any meeting for the election of directors at which a quorum is present.

ARTICLE SEVEN

Section 1.            Board

of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In

addition to the powers and authority expressly conferred upon them by statute or by this Certificate or the Bylaws of the Corporation

(as amended and restated, the “Bylaws”), the directors are hereby empowered to exercise all such powers and do all

such acts and things as may be exercised or done by the Corporation.

Section 2.            Number

of Directors. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified

circumstances, the Board of Directors shall have no more than sixteen (16) nor less than three (3) members, with the exact number

of directors constituting the full Board of Directors to be determined from time to time by the affirmative vote of at least a majority

of the total number of directors then in office. Subject to the rights of the holders of any series of Preferred Stock, newly created

directorships resulting from an increase in the size of the Board of Directors may be filled by the affirmative vote of at least a majority

of the total number of directors then in office, although less than a quorum, at any meeting of the Board of Directors. Each director

shall hold office until the next annual meeting of stockholders of the Corporation and until his or her successor is duly elected and

qualified or until his or her earlier death, resignation or removal. Nothing in this Certificate shall preclude a director from serving

consecutive terms. Elections of directors need not be by written ballot unless the Bylaws shall so provide.

Section 3.            Removal

of Directors. Subject to the rights, if any, of the holders of any series of Preferred Stock to remove directors (with or without

cause) and fill the vacancies thereby created (as specified in any duly authorized certificate of designation of any series of Preferred

Stock), no director may be removed from office with or without cause except by the affirmative vote of the holders of a majority of the

votes entitled to be cast by all shares of Common Stock then outstanding voting as a single class. Notwithstanding the foregoing, if the

holders of any class or series of capital stock are entitled by the provisions of this Certificate (including any duly authorized certificate

of designation of any series of Preferred Stock) to elect one or more directors, such director or directors so elected may be removed

with or without cause by the vote of the holders of a majority of the votes entitled to be cast by all outstanding shares of that class

or series entitled to vote.

Section 4.            Vacancies

in the Board of Directors. Subject to the rights, if any, of the holders of any series of Preferred Stock to remove directors and

fill the vacancies thereby created (as specified in any duly authorized certificate of designation of any series of Preferred Stock) and

subject to Section 2 of Article SEVEN, vacancies occurring on the Board of Directors for any reason may be filled by the affirmative

vote of at least a majority of the total number of remaining directors then in office, although less than a quorum, at any meeting of

the Board of Directors. A person so elected by the Board of Directors to fill a vacancy shall hold office until the next annual meeting

of stockholders of the Corporation and until his or her successor is duly elected and qualified or until his or her earlier death, resignation

or removal.

ARTICLE EIGHT

In furtherance and not in

limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws

by the affirmative vote of a majority of the total number of directors then in office in addition to any other vote otherwise required

by law.

ARTICLE NINE

Section 1.            Indemnification;

Limitation of Liability.

(a)        To

the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, and except as otherwise provided in the Bylaws,

(i) no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach

of fiduciary duty owed to the Corporation or its stockholders; and (ii) the Corporation shall indemnify its officers and directors.

(b)        Any

repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection

of a director of the Corporation in respect of any act, omission or condition existing or event or circumstance occurring prior to the

time of such repeal or modification.

ARTICLE TEN

Meetings of stockholders may

be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision

contained in the DGCL) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of

Directors or in the Bylaws.

ARTICLE ELEVEN

Subject to the rights of holders

of any series of Preferred Stock to act by written consent as specified in any duly authorized certificate of designation of any series

of Preferred Stock, the stockholders of the Corporation may not take any action by written consent in lieu of a meeting, and must take

any actions at a duly called annual or special meeting of stockholders and the power of stockholders to consent in writing without a meeting

is specifically denied. Except as otherwise required by law, special meetings of stockholders of the Corporation may be called only by

the Board of Directors pursuant to a resolution adopted by the affirmative vote of the majority of the total number of directors then

in office.

ARTICLE TWELVE

Section 1.            Competition

and Corporate Opportunities. To the extent provided in the following paragraphs, the Corporation renounces any interest or expectancy

of the Corporation or any Controlled Company in, or in being offered an opportunity to participate in, any Dual Opportunity presented

to the Affiliated Company, any Controlled Company or to a Dual Role Person.

(a)        In

the event that the Affiliated Company acquires knowledge of a potential transaction or matter which may be a Dual Opportunity, the Corporation

and any Controlled Company shall not, to the fullest extent permitted by law, have any expectancy in such Dual Opportunity. The Affiliated

Company shall not have a duty to communicate or offer to the Corporation or any Controlled Company, or refrain from engaging directly

or indirectly in, any Dual Opportunity, and may pursue or acquire such Dual Opportunity for themselves or direct such Dual Opportunity

to another Person.

(b)        A

Dual Role Person (i) shall have no duty to communicate or offer to the Corporation or any Controlled Company any Dual Opportunity

that such Dual Role Person has communicated or offered to the Affiliated Company, (ii) shall not be prohibited from communicating

or offering any Dual Opportunity to the Affiliated Company, and (iii) shall not be liable to the Corporation or its stockholders

for breach of any fiduciary duty as a stockholder, director or officer of the Corporation, as the case may be, resulting from (x) the

failure to communicate or offer to the Corporation or any Controlled Company any Dual Opportunity that such Dual Role Person has communicated

or offered to the Affiliated Company (y) the communication or offer the Affiliated Company of any Dual Opportunity, in each case,

so long as the Dual Opportunity was not expressly offered in writing to the Dual Role Person solely in his or her capacity as a director

or officer of the Corporation.

Section 2.            Certain

Matters Deemed not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article TWELVE,

the Corporation renounces any interest or expectancy of the Corporation or any of its Affiliated Companies in, or in being offered an

opportunity to participate in, any business opportunity that (i) the Corporation is not financially able or contractually permitted

or legally able to undertake, (ii) is not in the Corporation’s line of business, (iii) is of no practical advantage to

the Corporation, and (iv) in which the Corporation has no interest or reasonable expectancy. Moreover, nothing in this Article TWELVE

shall amend or modify in any respect any written contractual agreement between the Affiliated Company, on the one hand, and the Corporation

or any of its Affiliated Companies, on the other hand.

Section 3.            Certain

Definitions. For purposes of this Article TWELVE and Article FOURTEEN:

“Affiliated Company”

means (a) CEG and (b) any Person controlled by CEG, other than the Corporation. For purposes of this definition “is controlled

by” means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of

voting securities, by contract or otherwise.

“Controlled Company”

means any Person controlled by the Corporation. For purposes of this definition “is controlled by” means the power to direct

or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or

otherwise.

“Dual Opportunity”

means any potential transaction or matter within the same or similar business activities or related lines of business as those in which

the Corporation or any Controlled Company may engage, and/or other business activities that overlap with or compete with those in which

the Corporation, directly or indirectly, participates or which may be a corporate opportunity for the Corporation or any Controlled Company,

on the one hand, and for the Affiliated Company, on the other hand.

“Dual Role Person”

means any individual who is an officer or director of both the Corporation and the Affiliated Company.

“Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

Section 4.            Termination.

The provisions of this Article TWELVE shall have no further force or effect at such time as (i) the Corporation and the Affiliated

Company are no longer affiliates of each other and (ii) none of the directors and/or officers of the Affiliated Company serve as

directors and/or officers of the Corporation and any Controlled Company; provided, however, that any such termination shall

not terminate the effect of such provisions with respect to any agreement, arrangement or other understanding between the Corporation

or a Controlled Company thereof, on the one hand, and the Affiliated Company, on the other hand, that was entered into before such time

or any transaction entered into in the performance of such agreement, arrangement or other understanding, whether entered into before

or after such time.

Section 5.            Deemed

Notice. Any person or entity purchasing or otherwise acquiring or obtaining any interest in any capital stock of the Corporation shall

be deemed to have notice and to have consented to the provisions of this Article TWELVE.

Section 6.            Severability.

The invalidity or unenforceability of any particular provision, or part of any provision, of this Article TWELVE shall not affect

the other provisions or parts hereof, and this Article TWELVE shall be construed in all respects as if such invalid or unenforceable

provisions or parts were omitted.

ARTICLE THIRTEEN

Notwithstanding any other

provisions of this Certificate or any provisions of law which might otherwise permit a lesser vote or no vote, but in addition to any

affirmative vote of the holders of the capital stock required by law or this Certificate (including any duly authorized certificate of

designation of any series of Preferred Stock), the affirmative vote of the holders of at least 662/3% of the combined

voting power of all of the then outstanding shares of the Corporation eligible to be cast in the election of directors generally voting

as a single class shall be required to alter, amend or repeal Section 1 of Article FOUR hereof, Article EIGHT hereof, Article NINE

hereof, Section 4 of Article SEVEN hereof, Articles ELEVEN and TWELVE hereof, this Article THIRTEEN, or Article FOURTEEN

hereof or any provision thereof or hereof.

ARTICLE FOURTEEN

The Corporation hereby elects

not to be governed by Section 203 of the DGCL until such time as the Affiliated Company ceases to beneficially own at least 5% of

the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors

voting together as a single class, whereupon the Corporation shall immediately and automatically, without further action on the part of

the Corporation or any holder of stock of the Corporation become governed by Section 203 of the DGCL.

ARTICLE FIFTEEN

The Court of Chancery of the

State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including

a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting

a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s

stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to

any provision of the DGCL, this Certificate (as may be amended, altered, changed or repealed) or the Bylaws or (iv) any action asserting

a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each

of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject

to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of

Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the

Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this

Article FIFTEEN shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any

reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other

circumstance and of the remaining provisions of this Article FIFTEEN (including, without limitation, each portion of any sentence

of this Article FIFTEEN containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be

invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any

way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in any shares of the Corporation

shall be deemed to have notice of and to have consented to the provisions of this Article FIFTEEN.

ARTICLE SIXTEEN

Except as expressly provided

herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate, in the manner

now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors or any other person herein are granted subject

to this reservation.

* * * * * *

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2613249d1_ex4-1.htm · Sequence: 4

Exhibit 4.1

Execution Version

FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

CLEARWAY ENERGY LLC

Dated and effective as of

May 1, 2026

THE LIMITED LIABILITY COMPANY INTERESTS IN CLEARWAY

ENERGY LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE

SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED

OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY

OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT;

AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THE LIMITED

LIABILITY COMPANY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE MANAGING MEMBER AND THE APPLICABLE

MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF

THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

TABLE OF CONTENTS

Page

Article I DEFINITIONS

Section 1.1.

Definitions

Section 1.2.

Other Definitions

Section 1.3.

Construction

Article II ORGANIZATIONAL AND OTHER MATTERS

Section 2.1.

Formation

Section 2.2.

Name

Section 2.3.

Limited Liability

Section 2.4.

Registered Office; Registered Agent; Principal Office in the United States; Other Offices

Section 2.5.

Purpose; Powers

Section 2.6.

Existing and Good Standing; Foreign Qualification

Section 2.7.

Term

Section 2.8.

No State Law Partnership

Article III MEMBERS; CAPITALIZATION

Section 3.1.

Members; Units

Section 3.2.

Class C Common Stock Sale; Exchanges; Authorization and Issuance of Additional Units

Section 3.3.

Capital Account.

Section 3.4.

No Withdrawal

Section 3.5.

Loans From Members

Section 3.6.

No Right of Partition

Section 3.7.

Non-Certification of Units; Legend; Units are Securities

Section 3.8.

Outside Activities of the Members

Article IV DISTRIBUTIONS

Section 4.1.

Determination of Distributions

Section 4.2.

Successors

Section 4.3.

Withholding

Section 4.4.

Limitation

Article V ALLOCATIONS

Section 5.1.

Allocations for Capital Account Purposes

Section 5.2.

Allocations for Tax Purposes

Section 5.3.

Members’ Tax Reporting

Section 5.4.

Certain Costs and Expenses

Article VI MANAGEMENT

Section 6.1.

Managing Member; Delegation of Authority and Duties

Section 6.2.

Officers

Section 6.3.

Liability of Members

Section 6.4.

Indemnification by the Company

Section 6.5.

Liability of Indemnitees

Section 6.6.

Investment Representations of Members

Article VII WITHDRAWAL; DISSOLUTION; TRANSFER OF MEMBERSHIP INTERESTS; ADMISSION OF NEW MEMBERS

Section 7.1.

Member Withdrawal

Section 7.2.

Dissolution

Section 7.3.

Transfer by Members

Section 7.4.

Admission or Substitution of New Members

Section 7.5.

Additional Requirements

Section 7.6.

Bankruptcy

Section 7.7.

Mandatory Exchange

Article VIII BOOKS AND RECORDS; FINANCIAL STATEMENTS AND OTHER INFORMATION; TAX MATTERS

Section 8.1.

Books and Records

Section 8.2.

Information

Section 8.3.

Fiscal Year

Section 8.4.

Certain Tax Matters

Article IX MISCELLANEOUS

Section 9.1.

Separate Agreements; Schedules

Section 9.2.

Governing Law; Disputes

Section 9.3.

Parties in Interest

Section 9.4.

Amendments and Waivers

Section 9.5.

Notices

Section 9.6.

Counterparts

Section 9.7.

Power of Attorney

Section 9.8.

Entire Agreement

Section 9.9.

Remedies

Section 9.10.

Severability

Section 9.11.

Creditors

Section 9.12.

Waiver

Section 9.13.

Further Action

Section 9.14.

Delivery by Facsimile or Email

FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

CLEARWAY ENERGY LLC

This FIFTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Clearway Energy LLC, a Delaware limited liability company

(the “Company”), dated and effective as of 12:01 a.m., Eastern Time, on May 1, 2026 (the “Effective

Time”), is made by and among the Members (as defined below).

WHEREAS, as of March 5,

2013, NRG Energy Inc., a Delaware corporation (“NRG”), at that time the sole stockholder of Clearway Energy, Inc.

(formerly known as NRG Yield, Inc.), a Delaware corporation (“Clearway Inc.”), formed the Company under the Act

(as defined below) under the name “NRG Yieldco LLC” by executing the Limited Liability Agreement of NRG Yieldco LLC (the

“Original Agreement”) and filing a Certificate of Formation with the Office of the Secretary of State of the State

of Delaware (the “Delaware Secretary of State”), at which time NRG was issued 1,000 Units;

WHEREAS, as of May 17,

2013, NRG filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Formation of the Company, which

changed the Company’s name from “NRG Yieldco LLC” to “NRG Yield LLC” under the Act, and NRG amended and

restated the Original Agreement in its entirety (the “First Amended Agreement”);

WHEREAS, as of July 16,

2013, NRG amended and restated the First Amended Agreement in its entirety in connection with Clearway Inc.’s initial public offering

to provide for, among other things, the designation of Clearway Inc. as the Managing Member of the Company and to create another class

of limited liability company interests of the Company (the “Second Amended Agreement”);

WHEREAS, as of May 14,

2015, NRG and Clearway Inc. amended and restated the Second Amended Agreement in its entirety (the “Third Amended Agreement”)

in connection with a recapitalization of Clearway Inc. and the Company, pursuant to which (i) each share of Class A Common

Stock (as defined below) of Clearway Inc. was split into one share of Class A Common Stock and one share of Class C Common

Stock (as defined below), (ii) each share of Class B Common Stock (as defined below) of Clearway Inc. was split into one share

of Class B Common Stock and one share of Class D Common Stock (as defined below), (iii) each Class A Unit (as defined

below) of the Company was recapitalized into one Class A Unit and one Class C Unit (as defined below) and (iv) each Class B

Unit (as defined below) of the Company was recapitalized into one Class B Unit and one Class D Unit (as defined below);

WHEREAS, as of August 31,

2018, Clearway Inc. and Clearway Energy Group LLC (formerly known as Zephyr Renewables LLC), a Delaware limited liability company (“CEG”),

amended and restated the Third Amended Agreement in its entirety (the “Fourth Amended Agreement”) in connection with

that certain Purchase and Sale Agreement, pursuant to which NRG sold to GIP III Zephyr Acquisition Partners, L.P. one hundred percent

(100%) of the outstanding membership interests of CEG, which included ownership by CEG of (a) one hundred percent (100%) of the

shares of Class B Common Stock and one hundred percent (100%) of the shares of Class D Common Stock and (b) one hundred

percent (100%) of the Class B Units and one hundred percent (100%) of the Class D Units;

WHEREAS, as of August 31,

2018, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Formation of the Company,

which changed the Company’s name from “NRG Yield LLC” to “Clearway Energy LLC” under the Act;

WHEREAS, on October 28,

2024, the Company, Clearway Inc. and CEG entered into that certain Second Amended and Restated Exchange Agreement, dated as of October 28,

2024 (the “Prior Exchange Agreement”), pursuant to which the CEG Member (as defined below) was entitled to, from time

to time, (i) exchange its Class B Units for shares of Class A Common Stock and (ii) exchange its Class D Units

for shares of Class C Common Stock, in each case, on a one-for-one basis, subject to equitable adjustments for stock splits, stock

dividends and reclassifications;

WHEREAS, as of immediately

prior to the Effective Time, Clearway Inc. owned (i) 34,613,853 Class A Units, which represented 100% of the Class A Units

issued and outstanding as of immediately prior to the Effective Time, and (ii) 86,554,172 Class C Units, which represented

100% of the Class C Units issued and outstanding as of immediately prior to the Effective Time;

WHEREAS, on April 29,

2026, Clearway Inc. filed with the Delaware Secretary of State a Fifth Amended and Restated Certificate of Incorporation of Clearway

Inc., pursuant to which, among other things, each share of Class A Common Stock is being converted into one share of Class C

Common Stock, effective as of the Effective Time (the “Class A Common Stock Conversion”);

WHEREAS, in connection with

the Class A Common Stock Conversion, the Members desire to convert each Class A Unit issued and outstanding as of immediately

prior to the Effective Time into one Class C Unit, effective as of the Effective Time, in accordance with the terms and conditions

set forth in Section 3.1(c) of this Agreement (the “Class A Unit Conversion”);

WHEREAS, in anticipation

of the Class A Common Stock Conversion, on April 1, 2026, the Company, Clearway Inc. and CEG amended and restated the Prior

Exchange Agreement in its entirety by entering into the Exchange Agreement (as defined below), pursuant to which the CEG Member may,

from time to time, (i) exchange its Class B Units for shares of Class C Common Stock (rather than shares of Class A

Common Stock) and (ii) exchange its Class D Units for shares of Class C Common Stock, in each case, on a one-for-one basis,

subject to equitable adjustments for stock splits, stock dividends and reclassifications; and

WHEREAS, the parties hereto

desire to amend and restate the Fourth Amended Agreement in its entirety as provided in this Agreement to, among other things, reflect

the Class A Common Stock Conversion, the Class A Unit Conversion and the entry into the Exchange Agreement.

NOW, THEREFORE, in consideration

of the premises and the covenants and provisions hereinafter contained, the Members hereby adopt the following:

Article I

DEFINITIONS

Section 1.1.            Definitions.

As used in this Agreement,

the following terms have the following meanings:

“Act”

means the Delaware Limited Liability Company Act, as amended.

“Additional Member”

means any Person that has been admitted to the Company as a Member pursuant to Section 7.4 by virtue of having received its

Membership Interest from the Company and not from any other Member or Assignee.

“Adjusted Capital

Account” means the Capital Account maintained for each Member as of the end of each Fiscal Year of the Company, (a) increased

by any amounts that such Member is obligated to restore under the standards set by Treasury Regulations Section 1.704-1(b)(2)(ii)(c) (or

is deemed obligated to restore under Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the

amount of all losses and deductions that, as of the end of such Fiscal Year, are reasonably expected to be allocated to such Member in

subsequent years under Section 706(d) of the Code and Treasury Regulations Section 1.751-1(b)(2)(ii), and (ii) the

amount of all distributions that, as of the end of such Fiscal Year, are reasonably expected to be made to such Member in subsequent

years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Member’s

Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected

to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 5.1(b)(i) or Section 5.1(b)(ii)).

The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b) (2)(ii)(d) and

shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Member in respect of a Unit shall be the

amount that such Adjusted Capital Account would be if such Unit were the only interest in the Company held by such Member from and after

the date on which such Unit was first issued.

“Adjusted Property”

means any property the Carrying Value of which has been adjusted pursuant to Section 3.3(c)(i) or Section 3.3(c)(ii).

“Affiliate”

means, with respect to any Person, any Person directly or indirectly through one or more intermediaries, Controlling, Controlled by or

under common Control with such Person.

“Agreed Value”

of any Contributed Property means the Fair Market Value of such property or other consideration at the time of contribution as determined

by the Managing Member, without taking into account any liabilities to which such Contributed Property was subject at such time. The

Managing Member shall use such method as it determines to be appropriate to allocate the aggregate Agreed Value of Contributed Properties

contributed to the Company in a single transaction or series of related transactions among each separate property on a basis proportional

to the Fair Market Value of each Contributed Property.

“Agreement”

has the meaning set forth in the preamble of this Agreement.

“Assignee”

means any Transferee to which a Member or another Assignee has Transferred all or a portion of its interest in the Company in accordance

with the terms of this Agreement, but that is not admitted to the Company as a Member.

“Bankruptcy”

means, with respect to any Person, (a) if such Person (i) makes an assignment for the benefit of creditors, (ii) files

a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in

any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition,

readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting

or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents

to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties,

or (b) if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition,

readjustment, liquidation or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within

90 days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such Person

or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within 90 days after the expiration

of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall

supersede and replace the definition of “Bankruptcy” set forth in Sections 18-101(1) and 18-304 of the Act.

“Book-Tax Disparity”

means, with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between

the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as

of such date.

“Business Day”

means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America

or the State of New York shall not be regarded as a Business Day.

“Capital Account”

means the capital account maintained for a Member pursuant to Section 3.3 of this Agreement.

“Capital Contribution”

means, with respect to any Member, the amount of any cash or cash equivalents or the Fair Market Value of other property contributed

or deemed to be contributed to the Company by such Member with respect to any Unit or other Equity Securities issued by the Company (net

of liabilities assumed by the Company or to which such property is subject).

“Carrying Value”

means (a) with respect to a Contributed Property, subject to the following sentence, the Agreed Value of such property reduced (but

not below zero) by all depreciation, amortization and cost recovery deductions charged to the Members’ Capital Accounts in respect

of such Contributed Property, and (b) with respect to any other Company property, subject to the following sentence and Section 3.3(b)(iv),

the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property

shall be adjusted from time to time in accordance with Section 3.3(c)(i) and Section 3.3(c)(ii) and

to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Company properties, as

deemed appropriate by the Managing Member.

“CEG Member”

means CEG and its Permitted Transferees.

“Certificate”

means the Certificate of Formation of the Company, as filed with the Delaware Secretary of State.

“Class A Common

Stock” means the Class A common stock, par value $0.01 per share, of Clearway Inc., all of which shares of Class A

Common Stock are being converted into shares of Class C Common Stock, effective as of the Effective Time, pursuant to the Class A

Common Stock Conversion.

“Class A Common

Stock Conversion” has the meaning set forth in the recitals of this Agreement.

“Class A Unit”

means a Unit that, prior to the Class A Unit Conversion, represented a fractional part of the equity interest in the Company having

the rights and obligations specified with respect to the Class A Units in the Fourth Amended Agreement, all of which Class A

Units are deemed to be converted into Class C Units, effective as of the Effective Time, pursuant to the Class A Unit Conversion.

For the avoidance of doubt, as of the Effective Time, no Class A Units remain outstanding and no additional Class A Units are

issuable under this Agreement.

“Class A Unit

Conversion” has the meaning set forth in the recitals of this Agreement.

“Class B Common

Stock” means the Class B common stock, par value $0.01 per share, of Clearway Inc.

“Class B Member”

means a holder of Class B Units as relates to the ownership of such Units, executing this Agreement as a Class B Member or

hereafter admitted to the Company as a Class B Member as provided in this Agreement, but does not include any Person who has ceased

to be a Member.

“Class B Unit”

means a Unit representing a fractional part of the equity interest in the Company having the rights and obligations specified with respect

to the Class B Units in this Agreement.

“Class C Common

Stock” means the Class C common stock, par value $0.01 per share, of Clearway Inc.

“Class C Common

Stock Sale” means the sale or issuance by Clearway Inc. of one or more shares of Class C Common Stock for cash.

“Class C Member”

means a holder of Class C Units as relates to the ownership of such Units, executing this Agreement as a Class C Member or

hereafter admitted to the Company as a Class C Member as provided in this Agreement, but does not include any Person who has ceased

to be a Member.

“Class C Unit”

means a Unit representing a fractional part of the equity interest in the Company having the rights and obligations specified with respect

to the Class C Units in this Agreement.

“Class D Common

Stock” means the Class D common stock, par value $0.01 per share, of Clearway Inc.

“Class D Member”

means a holder of Class D Units as relates to the ownership of such Units, executing this Agreement as a Class D Member or

hereafter admitted to the Company as a Class D Member as provided in this Agreement, but does not include any Person who has ceased

to be a Member.

“Class D Unit”

means a Unit representing a fractional part of the equity interest in the Company having the rights and obligations specified with respect

to the Class D Units in this Agreement.

“Clearway Inc.”

has the meaning set forth in the recitals of this Agreement.

“Clearway Inc. Charter”

means the Restated Certificate of Incorporation of Clearway Inc., as restated as of May 1, 2026, and as the same may be amended,

supplemented or otherwise modified from time to time in accordance with its terms.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Company”

has the meaning set forth in the preamble of this Agreement.

“Company Minimum

Gain” has the meaning set forth for the term “partnership minimum gain” in Treasury Regulations Section 1.704-2(d).

“Control”

(including the correlative terms “Controlled by” and “Controlling”) means, when used with reference to any Person,

the possession, directly or indirectly, of the power to direct, or to cause the direction of, the management and policies of such Person,

whether through ownership of voting securities, by contract or otherwise.

“Contributed Property”

means any property contributed to the Company by a Member.

“Delaware Secretary

of State” has the meaning set forth in the recitals of this Agreement.

“Economic Risk of

Loss” has the meaning set forth in Section 5.1(b)(vi).

“Effective Time”

has the meaning set forth in the preamble of this Agreement.

“Equity Securities”

means, as applicable, (i) any capital stock, limited liability company or membership interests, partnership interests, or other

equity interest, (ii) any securities directly or indirectly convertible into or exchangeable for any capital stock, limited liability

company or membership interests, partnership interests, or other equity interest or containing any profit participation features, (iii) any

rights or options directly or indirectly to subscribe for or to purchase any capital stock, limited liability company or membership interests,

partnership interest, other equity interest or securities containing any profit participation features or to subscribe for or to purchase

any securities directly or indirectly convertible into or exchangeable for any capital stock, limited liability company or membership

interests, partnership interest, other equity interests or securities containing any profit participation features, (iv) any equity

appreciation rights, phantom equity rights or other similar rights, or (v) any Equity Securities issued or issuable with respect

to the securities referred to in clauses (i) through (iv) above in connection with a combination, recapitalization, merger,

consolidation or other reorganization.

“Exchange”

means the exchange of Class B Units or Class D Units for Class C Common Stock pursuant to this Agreement and the Exchange

Agreement.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder as in effect from time to time.

“Exchange Agreement”

means the Third Amended and Restated Exchange Agreement, dated as of April 1, 2026, among the Managing Member, the Company and the

Persons from time to time party thereto, as it may be amended or supplemented from time to time.

“Exchange Election”

has the meaning set forth in Section 3.2(c)(i).

“Exchange Shares”

has the meaning set forth in Section 3.2(c)(ii).

“Exchanging Class B

Member” means a Class B Member Transferring Class B Units as contemplated in Section 3.2(c).

“Exchanging Class D

Member” means a Class D Member Transferring Class D Units as contemplated in Section 3.2(c).

“Fair Market Value”

means, with respect to any assets or securities, the fair market value for such assets or securities as determined in good faith by the

Managing Member in its sole discretion.

“First Amended Agreement”

has the meaning set forth in the recitals hereof.

“Fiscal Year”

means the fiscal year of the Company which shall end on December 31 of each calendar year unless, for United States federal income

tax purposes, another fiscal year is required. The Company shall have the same fiscal year for United States federal income tax purposes

and for accounting purposes.

“Fourth Amended

Agreement” has the meaning set forth in the recitals of this Agreement.

“GAAP”

means accounting principles generally accepted in the United States of America, consistently applied and maintained throughout the applicable

periods.

“HSR Act”

has the meaning set forth in Section 7.2(f).

“Income”

means individual items of Company income and gain determined in accordance with the definitions of Net Income and Net Loss.

“Indemnitees”

means (a) any Person who is or was a member, partner, shareholder, director, officer, fiduciary or trustee of the Company or any

Affiliate of the Company, (b) any Person who is or was serving at the request of the Managing Member as an officer, director, member,

partner, fiduciary or trustee of another Person, in each case, acting in such capacity (provided that a Person shall not be an

Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services) and (c) any Person the

Managing Member designates as an “Indemnitee” for purposes of this Agreement.

“Loss”

means individual items of Company loss and deduction determined in accordance with the definitions of Net Income and Net Loss.

“Managing Member”

means, initially, Clearway Inc. and any assignee to which the managing member of the Company Transfers all Units held by such managing

member of the Company that is admitted to the Company as the managing member of the Company, in its capacity as the managing member of

the Company.

“Member”

means each Person listed on the Schedule of Members on the date hereof (including the Managing Member) and each other Person who is hereafter

admitted as a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall

include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance

with the provisions of this Agreement.

“Member Nonrecourse

Debt” has the meaning set forth for the term “partner nonrecourse debt” in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse

Debt Minimum Gain” has the meaning set forth for the term “partner nonrecourse debt minimum gain” in Treasury Regulations

Section 1.704-2(i)(2).

“Member Nonrecourse

Deduction” has the meaning set forth for the term “partner nonrecourse deduction” in Treasury Regulation Section 1.704-2(i)(1).

“Membership Interests”

means, collectively, the limited liability company interests of the Members in the Company as represented by Units.

“Membership Interest

Certificate” has the meaning set forth in Section 3.7.

“Net Income”

means, for any taxable year, the excess, if any, of the Company’s items of income and gain for such taxable year over the Company’s

items of loss and deduction for such taxable year. The items included in the calculation of Net Income shall be determined in accordance

with Section 3.3(b) and shall not include any items specially allocated under Section 5.1(b).

“Net Loss”

means, for any taxable year, the excess, if any, of the Company’s items of loss and deduction for such taxable year over the Company’s

items of income and gain for such taxable year. The items included in the calculation of Net Loss shall be determined in accordance with

Section 3.3 and shall not include any items specially allocated under Section 5.1(b).

“Nonrecourse Deductions”

means any and all items of loss, deduction, or expenditure (including, without limitation, any expenditure described in Section 705(a)(2)(B) of

the Code) that, in accordance with the principles of Treasury Regulations Section 1.704-2(b), are attributable to a Nonrecourse

Liability.

“Nonrecourse Liability”

has the meaning set forth in Treasury Regulations Section 1.752-1(a)(2).

“NRG”

has the meaning set forth in the recitals of this Agreement.

“Officer”

means each Person designated as an officer of the Company pursuant to and in accordance with the provisions of Section 6.2, subject

to any resolution of the Managing Member appointing such Person as an officer of the Company or relating to such appointment.

“Original Agreement”

has the meaning set forth in the recitals hereof.

“Partnership Representative”

has the meaning set forth in Section 8.4(d).

“Percentage Interest”

means, with respect to any Member as of any date of determination, the product obtained by multiplying 100% by the quotient obtained

by dividing the number of Units held by such Member by the total number of all outstanding Units.

“Permitted Transferee”

means with respect to any Person, any Affiliate of such Person.

“Person”

means any individual, partnership, corporation, limited liability company, trust or other entity, including any governmental entity.

“Prior Exchange

Agreement” has the meaning set forth in the recitals of this Agreement.

“Reclassified Units”

has the meaning set forth in Section 3.2(c)(i).

“Required Allocations”

has the meaning set forth in Section 5.1(b)(ix)(A).

“Schedule of Members”

has the meaning set forth in Section 3.1(b).

“Second Amended

Agreement” has the meaning set forth in the recitals of this Agreement.

“Securities Act”

means the Securities Act of 1933, as amended, and the rules and regulations thereunder as in effect from time to time.

“Subsidiary”

means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if

a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency)

to vote in the election of directors, managers or trustees thereof that is at the time owned or controlled, directly or indirectly, by

that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company,

partnership, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest

thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination

thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company,

partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority

of limited liability company, partnership, association or other business entity gains or losses or shall control the management of any

such limited liability company, partnership, association or other business entity. For purposes hereof, references to a “Subsidiary”

of any Person shall be given effect only at such times that such Person has one or more Subsidiaries and, unless otherwise indicated,

the term “Subsidiary” refers to a Subsidiary of the Company.

“Substituted Member”

means a Person who is admitted as a Member to the Company pursuant to Section 7.4 with all the rights of a Member and who

is shown as a Member on the Schedule of Members.

“Successor in Interest”

means any (i) trustee, custodian, receiver or other Person acting in any Bankruptcy or reorganization proceeding with respect to,

(ii) assignee for the benefit of the creditors of, or (iii) trustee or receiver, or current or former officer, director or

partner, or other fiduciary acting for or with respect to the dissolution, liquidation or termination of.

“Tax Matters Member”

has the meaning set forth in Section 8.4(d).

“Third Amended Agreement”

has the meaning set forth in the recitals of this Agreement.

“Transfer”

means sell, assign, convey, contribute, distribute, give, or otherwise transfer, whether directly or indirectly, voluntarily or involuntarily,

by operation of law or otherwise, or any act of the foregoing, including any Transfer upon foreclosure of any pledge, encumbrance, hypothecation

or mortgage; provided, that any Transfer of Equity Securities in a private equity or infrastructure fund or its affiliated funds

or Transfers of such Equity Securities to direct or indirect limited partners or other equityholders thereof (including in connection

with Transfers of such Equity Securities at or in connection with the end of such fund’s term) shall not be deemed to be a Transfer.

The terms “Transferee,” “Transferor,” “Transferred,” “Transferring

Member,” “Transferor Member” and other forms of the word “Transfer” shall have the correlative

meanings.

“Treasury Regulations”

means the regulations, including temporary regulations, promulgated by the United States Treasury Department under the Code, as such

regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Units”

means the Class B Units, the Class C Units, the Class D Units and any other series of limited liability company interests

in the Company denominated as “Units” that are established in accordance with this Agreement, which shall constitute limited

liability company interests in the Company as provided in this Agreement and under the Act, entitling the holders thereof to the relative

rights, title and interests in the profits, losses, deductions and credits of the Company at any particular time as set forth in this

Agreement, and any and all other benefits to which a holder thereof may be entitled as a Member as provided in this Agreement, together

with the obligations of such Member to comply with all terms and provisions of this Agreement.

“Unrealized Gain”

attributable to any item of Company property means, as of any date of determination, the excess, if any, of (a) the Fair Market

Value of such property as of such date (as determined under Section 3.3(c)) over (b) the Carrying Value of such property

as of such date (prior to any adjustment to be made pursuant to Section 3.3(c) as of such date).

“Unrealized Loss”

attributable to any item of Company property means, as of any date of determination, the excess, if any, of (a) the Carrying Value

of such property as of such date (prior to any adjustment to be made pursuant to Section 3.3(c) as of such date) over

(b) the Fair Market Value of such property as of such date (as determined under Section 3.3(c)).

Section 1.2.            Other

Definitions. Other terms defined herein have the meanings so given them.

Section 1.3.            Construction.

Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. All references

to Articles and Sections refer to articles and sections of this Agreement, all references to “including” shall be construed

as meaning “including without limitation” and all references to Exhibits are to Exhibits attached to this Agreement, each

of which is made a part for all purposes.

Article II

ORGANIZATIONAL AND OTHER MATTERS

Section 2.1.            Formation.

The Company was formed as a Delaware limited liability company on March 5, 2013 by the execution and filing of a Certificate of

Formation of the Company (the “Certificate”) by an authorized person under and pursuant to the Act and the execution

of the Original Agreement. The Members agree to continue the Company as a limited liability company under the Act, upon the terms and

subject to the conditions set forth in this Agreement. The rights, powers, duties, obligations and liabilities of the Members shall be

determined pursuant to the Act and this Agreement. This Agreement is the “limited liability company agreement” of the Company

within the meaning of Section 18-101(7) of the Act. To the extent that this Agreement is inconsistent in any respect with the

Act, this Agreement shall, to the extent permitted by the Act, control.

Section 2.2.            Name.

The name of the Company is “Clearway Energy LLC”. The business of the Company has been and shall be conducted under

that name, or under any other name adopted by the Managing Member in accordance with the Act. Subject to the Act, the Managing Member

may change the name of the Company (and amend this Agreement to reflect such change) at any time and from time to time without the consent

of any other Person. Prompt notification of any such change shall be given to all Members.

Section 2.3.            Limited

Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, are and shall be

the debts, obligations and liabilities solely of the Company, and a Member shall not be obligated personally for any of such debts, obligations

or liabilities solely by reason of being a Member.

Section 2.4.            Registered

Office; Registered Agent; Principal Office in the United States; Other Offices. The registered office of the Company in the State

of Delaware shall be the initial registered office designated in the Certificate or such other office (which need not be a place of business

of the Company) as the Managing Member may designate from time to time in the manner provided by law. The registered agent of the Company

in the State of Delaware shall be the initial registered agent designated in the Certificate or such other Person or Persons as the Managing

Member may designate from time to time in the manner provided by law. The registered office of the Company in the United States shall

be at the place specified in the Certificate, or such other place(s) as the Managing Member may designate from time to time. The

Company may have such other offices as the Managing Member may determine appropriate.

Section 2.5.            Purpose;

Powers. The Company may carry on any lawful business, purpose or activity permitted by the Act. The Company may engage in any and

all activities necessary, desirable or incidental to the accomplishment of the foregoing. Subject to the provisions of this Agreement

and except as prohibited by the Act, (i) the Company may, with the approval of the Managing Member, enter into and perform any and

all documents, agreements and instruments, all without any further act, vote or approval of any Member and (ii) the Managing Member

may authorize any Person (including any Member or Officer) to enter into and perform any document on behalf of the Company.

Section 2.6.            Existing

and Good Standing; Foreign Qualification. The Managing Member may take all action which may be necessary or appropriate (i) for

the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and of

each other jurisdiction in which such existence is necessary to enable the Company to conduct the business in which it is engaged) and

(ii) for the maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement

and applicable laws and regulations. The Managing Member may file or cause to be filed for recordation in the office of the appropriate

authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Company is formed or

qualified, such certificates (including certificates of limited liability companies and fictitious name certificates) and other documents

as are required by the applicable statutes, rules or regulations of any such jurisdiction or as are required to reflect the identity

of the Members and the amounts of their respective capital contributions. Each Member shall execute, acknowledge, swear to and deliver

all certificates and other instruments conforming to this Agreement that are necessary or appropriate to qualify, or, as appropriate,

to continue or terminate such qualification of, the Company as a foreign limited liability company in all such jurisdictions in which

the Company may conduct business.

Section 2.7.            Term.

The Company commenced on the date the Certificate was filed with the Delaware Secretary of State and shall continue in existence until

it is liquidated or dissolved in accordance with this Agreement and the Act.

Section 2.8.             No

State Law Partnership.

(a)            The

Members intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Member or

Officer shall be a partner or joint venturer of any other Member or Officer by virtue of this Agreement, for any purposes other than

as is set forth in the last sentence of this Section 2.8(a), and this Agreement shall not be construed to the contrary. The

Members intend that the Company shall be treated as a partnership for federal and, if applicable, state or local income tax purposes,

as of the date Clearway Inc. first became a Member, and each Member, Assignee and the Company shall file all tax returns and shall otherwise

take all tax and financial reporting positions in a manner consistent with such treatment. Neither the Company nor any Member shall take

any action inconsistent with such treatment.

(b)            So

long as the Company is treated as a partnership for federal income tax purposes, to ensure that Units are not traded on an established

securities market within the meaning of Treasury Regulations Section 1.7704-1(b) or readily tradable on a secondary market

or the substantial equivalent thereof within the meaning of Regulations Section 1.7704-1(c), notwithstanding anything to the contrary

contained herein, (i) the Company shall not participate in the establishment of any such market or the inclusion of its Units thereon,

and (ii) the Company shall not recognize any Transfer made on any such market by: (A) redeeming the Transferor Member (in the

case of a redemption or repurchase by the Company); or (B) admitting the Transferee as a Member or otherwise recognizing any rights

of the Transferee, such as a right of the Transferee to receive Company distributions (directly or indirectly) or to acquire an interest

in the capital or profits of the Company.

Article III

MEMBERS; CAPITALIZATION

Section 3.1.            Members;

Units.

(a)            Limited

Liability Company Interests. Interests in the Company shall be represented by Units, or such other Equity Securities in the Company,

or such other Company securities, in each case as the Managing Member may establish in its sole discretion in accordance with the terms

hereof. As of the Effective Time, the Units are comprised of three Classes: “Class B Units,” “Class C Units,”

and “Class D Units.”

(b)            Schedule

of Units; Schedule of Members. The Company shall maintain a schedule setting forth (i) the name and address of each Member,

(ii) the number of Units (by Class) owned by such Member, (iii) the aggregate number of outstanding Units by Class (including

rights, options or warrants convertible into or exchangeable or exercisable for Units), and (iv) the aggregate amount of cash Capital

Contributions that have been made by each of the Members and the Fair Market Value of any property other than cash contributed by each

of the Members with respect to such Units (including, if applicable, a description and the amount of any liability assumed by the Company

or to which contributed property is subject) (such schedule, the “Schedule of Members”). The Schedule of Members shall

be the definitive record of ownership of each Unit or other Equity Security in the Company and all relevant information with respect

to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of

Units or other Equity Securities in the Company for all purposes and shall not be bound to recognize any equitable or other claim to

or interest in Units or other Equity Securities in the Company on the part of any other Person, whether or not it shall have express

or other notice thereof, except as otherwise provided by the Act.

Unit Conversion. Effective as of the Effective Time, (i) each Class A Unit issued and outstanding as of immediately prior

to the Effective Time is deemed, without further action on the part of the Company or any Member, to be converted into one Class C

Unit, (ii) such Class A Units are deemed, without any further action on the part of the Company or any Member, to be cancelled

and null, void and of no further force or effect and (iii) no additional Class A Units shall be issuable under this Agreement.

Each of the Company and the Members shall treat the Class A Unit Conversion for U.S. federal, state and local income tax purposes

as a tax-free amendment to the terms of and/or tax-free Section 721 exchange of the Membership Interests in the Company held by

Clearway Inc. which does not result in any shift or other reallocation of capital among the Members. The provisions of this Agreement

shall be interpreted and applied consistently with such treatment and neither the Company nor any Member shall take any position inconsistent

with such treatment on any report, return, claim for refund or other filing for federal, state or other tax purposes unless each party

hereto agrees otherwise or as otherwise may be required by a “determination” within the meaning of Section 1313(a) of

the Code (or any analogous or corresponding concept under state or local applicable law).

(d)            Class B

Units. The Schedule of Members sets forth the identity of all Class B Members and the number of Class B Units held by each

Class B Member. Class B Units are issuable to the CEG Member. Upon the Exchange contemplated in any Exchange Election, the

Class B Units covered by such Exchange Election shall be exchanged for Exchange Shares pursuant to the Exchange Agreement and, in

connection with such Exchange, reclassified as Class C Units. The Class B Units shall rank pari passu with, and have all the

same rights (including the rights to share in Net Income and Net Loss or items thereof and distributions made in accordance with ARTICLE IV)

and be subject to all of the same obligations, as the Class C Units and the Class D Units.

(e)            Class C

Units. The Schedule of Members sets forth the identity of all Class C Members and the number of Class C Units held by each

Class C Member. The Class C Units shall rank pari passu with, and have all the same rights (including the rights to share in

Net Income and Net Loss or items thereof and distributions made in accordance with ARTICLE IV) and be subject to all of the

same obligations, as the Class B Units and the Class D Units.

(f)            Class D

Units. The Schedule of Members sets forth the identity of all Class D Members and the number of Class D Units held by each

Class D Member. Class D Units are issuable to the CEG Member. Upon the Exchange contemplated in any Exchange Election, the

Class D Units covered by such Exchange Election shall be exchanged for Exchange Shares pursuant to the Exchange Agreement and, in

connection with such Exchange, reclassified as Class C Units. The Class D Units shall rank pari passu with, and have all the

same rights (including the rights to share in Net Income and Net Loss or items thereof and distributions made in accordance with ARTICLE IV)

and be subject to all of the same obligations, as the Class B Units and the Class C Units.

Section 3.2.            Class C

Common Stock Sale; Exchanges; Authorization and Issuance of Additional Units.

(a)            General.

Notwithstanding anything expressed or implied to the contrary in this Agreement (including Section 7.4 hereof), neither a

Class B Member nor a Class D Member may Transfer, directly or indirectly, all or any portion of its respective Class B

Units or Class D Units, except in connection with (i) a Class C Common Stock Sale, (ii) a Transfer of such Units

in accordance with the procedures set forth in Section 3.2(c) or (iii) a Transfer of Class B Units or Class D

Units held by such Class B Member or Class D Member, as applicable (as an “Exchanging Class B Member”

or “Exchanging Class D Member,” as applicable) to one or more Permitted Transferees in accordance with Section 7.3.

No Transfer of any Class B Units by a Class B Member or of any Class D Units by a Class D Member to a Permitted Transferee

shall effect a release of the transferring Class B Member’s or Class D Member’s obligations under this Agreement

to the Class C Members, and as a condition to such Transfer, each such Permitted Transferee shall expressly assume in writing all

of the obligations of the transferring Class B Member or Class D Member, as applicable, whether arising prior to, on or after

the date of Transfer, to the Class C Members.

(b)            Class C

Common Stock Sale. In connection with any Class C Common Stock Sale, the Managing Member shall cause the Company to use the

related net cash proceeds from such sale (upon the receipt thereof from Clearway Inc.) to either (i) issue Class C Units, in

an amount equal to the number of shares of Class C Common Stock related to such Class C Common Stock Sale, to the Class C

Member or (ii) as contemplated in the Exchange Agreement, purchase Class B Units or Class D Units from one or more “Clearway

LLC Unitholders” under the Exchange Agreement, which Class B Units or Class D Units, as applicable, shall automatically

be reclassified into Class C Units upon the consummation of the purchase set forth in this clause (ii). Alternatively, the Managing

Member shall cause Clearway Inc. to use a portion of the net cash proceeds to purchase Class B Units or Class D Units from

the CEG Member, which Class B Units or Class D Units then will convert into Class C Units immediately upon such purchase.

The determination of whether to apply the net cash proceeds received by the Company from any Class C Common Stock Sale in accordance

with (i) or (ii) set forth in this Section 3.2(b) or in accordance with the immediately preceding sentence

of this Section 3.2(b) shall be made in the Managing Member’s sole discretion.

(i)            Step

1. An Exchanging Class B Member or an Exchanging Class D Member shall deliver to the Managing Member the written election

of exchange (an “Exchange Election”) as contemplated by Section 2.1(b) of the Exchange Agreement.

Upon the Exchange contemplated by an Exchange Election, the number of Class B Units or Class D Units designated in the Exchange

Election shall be reclassified into an equal number of Class C Units (such Class C Units, the “Reclassified Units”)

and such Reclassified Units shall be exchanged as contemplated by Step 2 below and the Exchange Agreement.

(ii)            Step

2. The Reclassified Units shall be delivered to Clearway Inc. in exchange for shares of Class C Common Stock (“Exchange

Shares”) as contemplated by the Exchange Agreement, which shares of Class C Common Stock shall be delivered by or on behalf

of the Company to the Exchanging Class B Member or Exchanging Class D Member, as applicable (as set forth in the Exchange Election).

The Reclassified Units shall be deemed automatically issued to Clearway Inc. upon the issuance of the Exchange Shares to the Exchanging

Class B Member or Exchanging Class D Member, as applicable.

(d)            Authorization

and Issuance of Additional Units. Subject to the limitations on issuing additional Units set forth in this Agreement (including Section 7.4),

the requirements set forth in the Exchange Agreement and any applicable listing exchange requirements, the Managing Member may issue

additional Classes of Units, other Equity Securities in the Company or other Company securities from time to time with such rights, obligations,

powers, designations, preferences and other terms, which may be different from, including senior to, any then existing or future Classes

of Units, other Equity Securities in the Company or other Company securities, as the Managing Member shall determine from time to time,

in its sole discretion, without the vote or consent of any other Member or any other Person, including (i) the right of such Units,

other Equity Securities in the Company or other Company securities to share in Net Income and Net Loss or items thereof, (ii) the

right of such Units, other Equity Securities in the Company or other Company securities to share in Company distributions, (iii) the

rights of such Units, other Equity Securities or other Company securities upon dissolution and liquidation of the Company, (iv) whether,

and the terms and conditions upon which, the Company may or shall be required to redeem such Units, other Equity Securities in the Company

or other Company securities (including sinking fund provisions), (v) whether such Units, other Equity Securities in the Company

or other Company securities are issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion

or exchange, (vi) the terms and conditions upon which such Units, other Equity Securities in the Company or other Company securities

will be issued, evidenced by certificates or assigned or transferred, (vii) the terms and conditions of the issuance of such Units,

other Equity Securities in the Company or other Company securities (including, without limitation, the amount and form of consideration,

if any, to be received by the Company in respect thereof, the Managing Member being expressly authorized, in its sole discretion, to

cause the Company to issue Units, other Equity Securities in the Company or other Company securities for less than Fair Market Value),

and (viii) the right, if any, of the holder of such Units, other Equity Securities in the Company or other Company securities to

vote on Company matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units,

other Equity Securities in the Company or other Company securities. The Managing Member, without the vote or consent of any other Member

or any other Person but subject to Sections 3.1(d) and 3.1(e) and any applicable listing exchange requirements,

is authorized (i) to issue any Units, other Equity Securities in the Company or other Company securities of any such newly established

Class, and (ii) to amend this Agreement to reflect the creation of any such new series, the issuance of Units, other Equity Securities

in the Company or other Company securities of such series, and the admission of any Person as a Member which has received Units or other

Equity Securities of any such Class, in accordance with this Section 3.2, 7.3 and 9.4. Except as expressly

provided in this Agreement to the contrary, any reference to “Units” shall include the Class B Units, the Class C

Units, the Class D Units and any other series of Units that may be established in accordance with this Agreement.

Section 3.3.            Capital

Account.

(a)            The

Managing Member shall maintain for each Member owning Units a separate Capital Account with respect to such Units in accordance with

the rules of Treasury Regulations Section 1.704-1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount

of all Capital Contributions made to the Company with respect to such Units pursuant to this Agreement and (ii) all items of Company

income and gain (including, without limitation, income and gain exempt from tax) computed in accordance with Section 3.3(b) and

allocated with respect to such Units pursuant to Section 5.1, and decreased by (x) the amount of cash or Fair Market

Value of all actual and deemed distributions of cash or property made with respect to such Units pursuant to this Agreement and (y) all

items of Company deduction and loss computed in accordance with Section 3.3(b) and allocated with respect to such Units

pursuant to Section 5.1. The foregoing provisions and the other provisions of this Agreement relating to the maintenance

of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied

in a manner consistent with such Treasury Regulations. In the event the Managing Member shall determine that it is prudent to modify

the manner in which the Capital Accounts or any adjustments thereto (including, without limitation, adjustments relating to liabilities

which are secured by contributed or distributed property or which are assumed by the Company or any Members) are computed in order to

comply with such Treasury Regulations, the Managing Member, without the consent of any other Person, may make such modification, notwithstanding

the terms of this Agreement; provided that it is not likely to have a material effect on the amounts distributed or distributable

to any Person pursuant to ARTICLE VII hereof upon the dissolution of the Company. The Managing Member, without the consent

of any other Person, also shall (i) make any adjustments, notwithstanding the terms of this Agreement, that are necessary or appropriate

to maintain equality among the Capital Accounts of the Members and the amount of capital reflected on the Company’s balance sheet,

as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate

modifications, notwithstanding the terms of this Agreement, in the event unanticipated events might otherwise cause this Agreement not

to comply with Treasury Regulations Section 1.704-1(b).

(b)            For

purposes of computing the amount of any item of income, gain, loss or deduction, which is to be allocated pursuant to ARTICLE V

and is to be reflected in the Members’ Capital Accounts, the determination, recognition and classification of any such item shall

be the same as its determination, recognition and classification for federal income tax purposes (including, without limitation, any

method of depreciation, cost recovery or amortization used for that purpose); provided, that:

(i)            Solely

for purposes of this Section 3.3, the Company shall be treated as owning directly its proportionate share (as determined

by the Managing Member) of all property owned by any partnership, limited liability company, unincorporated business or other entity

or arrangement that is classified as a partnership or disregarded entity for federal income tax purposes, of which the Company is, directly

or indirectly, a partner (in the case of a partnership) or owner (in the case of a disregarded entity).

(ii)            Except

as otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and

deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Company and, as to

those items described in Section 705(a) (1) (B) or 705(a)(2)(B) of the Code, without regard to the fact that

such items are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To

the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code

is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts,

the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.

(iii)            Any

income, gain or loss attributable to the taxable disposition of any Company property shall be determined as if the adjusted basis of

such property as of such date of disposition were equal in amount to the Company’s Carrying Value with respect to such property

as of such date.

(iv)            In

accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization

attributable to any Contributed Property shall be determined in the manner described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3) as

if the adjusted basis of such property on the date it was acquired by the Company were equal to the Agreed Value of such property. Upon

an adjustment pursuant to Section 3.3(c) to the Carrying Value of any Adjusted Property that is subject to depreciation,

cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property

shall be determined in the manner described in Treasury Regulations Sections 1.704-1(b)(2)(iv)(g) (3) and 1.704-3(a)(6)(i) as

if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment; provided,

however, that, if the asset has a zero adjusted basis for federal income tax purposes, depreciation, cost recovery or amortization

deductions shall be determined using any method that the Managing Member may adopt.

a Member transfers an interest in the Company to a new or existing Member, the transferee Member shall succeed to that portion of the

transferor’s Capital Account that is attributable to the transferred interest. Any reference in this Agreement to a Capital Contribution

of, or Distribution to, a Member that has succeeded any other Member shall include any Capital Contributions or Distributions previously

made by or to the former Member on account of the interest of such former Member transferred to such successor Member. In addition, the

following shall apply:

(i)            In

accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Units for cash or Contributed Property,

the Capital Account of all Members and the Carrying Value of each Company property immediately prior to such issuance shall be adjusted

upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Company property, as if such Unrealized Gain

or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such issuance and had been allocated

to the Members at such time pursuant to Section 5.1 in the same manner as a corresponding item of gain or loss actually recognized

during such period would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and Fair

Market Value of all Company assets (including, without limitation, cash or cash equivalents) immediately prior to the issuance of additional

Units shall be determined by the Managing Member using such method of valuation as it may adopt; provided, however, that

the Managing Member, in arriving at such valuation, must take fully into account the Fair Market Value of the Units of all Members at

such time. The Managing Member shall allocate such aggregate value among the assets of the Company (in such manner as it determines)

to arrive at a Fair Market Value for individual properties.

(ii)            In

accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Member

of any Company property (other than a distribution of cash that is not in redemption or retirement of a Unit), the Capital Accounts of

all Members and the Carrying Value of all Company property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized

Loss attributable to such Company property, as if such Unrealized Gain or Unrealized Loss had been recognized in a sale of such property

immediately prior to such distribution for an amount equal to its Fair Market Value, and had been allocated to the Members, at such time,

pursuant to Section 5.1 in the same manner as a corresponding item of gain or loss actually recognized during such period

would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and Fair Market Value of

all Company assets (including, without limitation, cash or cash equivalents) immediately prior to a distribution shall (A) in the

case of an actual distribution that is not made pursuant to ARTICLE VII or in the case of a deemed distribution, be determined

and allocated in the same manner as that provided in Section 3.3(c) or (B) in the case of a liquidating distribution

pursuant to ARTICLE VII, be determined and allocated by the Person winding up the Company pursuant to Section 7.2(c) using

such method of valuation as it may adopt.

(iii)            The

Managing Member may make the adjustments described in this Section 3.3(c) in the manner set forth herein if the Managing

Member determines that such adjustments are necessary or useful to effectuate the intended economic arrangement among the Members, including

Members who received Units in connection with the performance of services to or for the benefit of the Company.

(d)            Notwithstanding

anything expressed or implied to the contrary in this Agreement, in the event the Managing Member shall determine, in its sole and absolute

discretion, that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in

order to effectuate the intended economic sharing arrangement of the Members, the Managing Member may make such modification, notwithstanding

any other provision hereof, without the consent of any other Person.

Section 3.4.            No

Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contributions or Capital Account or to

receive any distribution from the Company, except as expressly provided herein.

Section 3.5.            Loans

From Members. Loans by Members to the Company shall not be considered Capital Contributions. If any Member shall loan funds to the

Company, then the making of such loans shall not result in any increase in the Capital Account balance of such Member. The amount of

any such loans shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions

upon which such loans are made.

Section 3.6.            No

Right of Partition. To the fullest extent permitted by law, no Member shall have the right to seek or obtain partition by court decree

or operation of law of any property of the Company or any of its Subsidiaries or the right to own or use particular or individual assets

of the Company or any of its Subsidiaries, or, except as expressly contemplated by this Agreement, be entitled to distributions of specific

assets of the Company or any of its Subsidiaries.

Section 3.7.            Non-Certification

of Units; Legend; Units are Securities.

(a)            Units

shall be issued in non-certificated form; provided that the Managing Member may cause the Company to issue certificates to a Member

representing the Units held by such Member.

(b)            If

the Managing Member determines that the Company shall issue certificates representing Units to any Member, the following provisions of

this Section 3.7 shall apply:

(i)            The

Company shall issue one or more certificates in the name of such Person in such form as it may approve, subject to Section 3.7(b)(ii) (a

“Membership Interest Certificate”), which shall evidence the ownership of the Units represented thereby. Each such

Membership Interest Certificate shall be denominated in terms of the number of Units evidenced by such Membership Interest Certificate

and shall be signed by the Managing Member or an Officer on behalf of the Company.

(ii)            Each

Membership Interest Certificate shall bear a legend substantially in the following form:

THIS CERTIFICATE EVIDENCES A CLASS UNIT

REPRESENTING AN INTEREST IN CLEARWAY ENERGY LLC AND SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND SHALL BE GOVERNED

BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8-102(A)(15) THEREOF) AS IN EFFECT FROM TIME

TO TIME IN THE STATE OF DELAWARE, AND (II) THE CORRESPONDING PROVISIONS OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE

JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW

INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY

14, 1995.

THE INTERESTS IN CLEARWAY ENERGY LLC

REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE FIFTH AMENDED AND RESTATED LIMITED LIABILITY

COMPANY AGREEMENT OF CLEARWAY ENERGY LLC, DATED AS OF MAY 1, 2026 BY AND AMONG EACH OF THE MEMBERS FROM TIME TO TIME PARTY THERETO,

AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

(iii)            Each

Unit shall constitute a “security” within the meaning of, and shall be governed by, (i) Article 8 of the Uniform

Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the

corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes

the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on

Uniform State Laws and approved by the American Bar Association on February 14, 1995.

(iv)            The

Company shall issue a new Membership Interest Certificate in place of any Membership Interest Certificate previously issued if the holder

of the Units represented by such Membership Interest Certificate, as reflected on the books and records of the Company:

(A)            makes

proof by affidavit, in form and substance satisfactory to the Company, that such previously issued Membership Interest Certificate has

been lost, stolen or destroyed;

(B)            requests

the issuance of a new Membership Interest Certificate before the Company has notice that such previously issued Membership Interest Certificate

has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

requested by the Company, delivers to the Company such security, in form and substance satisfactory to the Company, as the Managing Member

may direct, to indemnify the Company against any claim that may be made on account of the alleged loss, destruction or theft of the previously

issued Membership Interest Certificate; and

(D)            satisfies

any other reasonable requirements imposed by the Company.

(v)            Upon

a Member’s Transfer in accordance with the provisions of this Agreement of any or all Units represented by a Membership Interest

Certificate, the Transferee of such Units shall deliver such Membership Interest Certificate, duly endorsed for Transfer by the Transferee,

to the Company for cancellation, and the Company shall thereupon issue a new Membership Interest Certificate to such Transferee for the

number of Units being Transferred and, if applicable, cause to be issued to such Transferring Member a new Membership Interest Certificate

for the number of Units that were represented by the canceled Membership Interest Certificate and that are not being Transferred.

Section 3.8.            Outside

Activities of the Members. Any Member or any of their respective Affiliates shall be entitled to have business interests and engage

in business activities in addition to those relating to the Company, including business interests and activities in direct competition

with the Company or any of its Subsidiaries or any Person in which the Company or any of its Subsidiaries has an ownership interest.

Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any business ventures of any other

Member.

Article IV

DISTRIBUTIONS

Section 4.1.            Determination

of Distributions. Distributions shall be made to the Members pro rata in accordance with their Percentage Interests when and in such

amounts as determined by the Managing Member, in accordance with the terms of this Agreement; provided, however that in

the event the Company issues Class C Units or securities convertible or exchangeable for Class C Units for less than Fair Market

Value, the amount distributed on account of Class B Units and Class D Units relative to Class C Units shall be equitably

adjusted by the Managing Member.

Section 4.2.            Successors.

For purposes of determining the amount of distributions under Section 4.1, each Member shall be treated as having made the

Capital Contributions and as having received the distributions made to or received by its predecessors in respect of any of such Member’s

Units.

Section 4.3.            Withholding.

Notwithstanding any other provision of this Agreement, the Managing Member is authorized to take any action that may be required to cause

the Company to comply with any withholding requirements established under the Code or any other federal, state or local law including

pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Company is required or elects to withhold and pay

over to any taxing authority any amount resulting from the allocation or distribution of income to any Member (including by reason of

Section 1446 of the Code), the Managing Member may treat the amount withheld as a distribution of cash pursuant to this ARTICLE IV

in the amount of such withholding from such Member. Each Member hereby agrees, to the maximum extent permitted by law, to indemnify and

hold harmless the Company and the other Members from and against any liability, claim or expense (including, without limitation, any

liability for taxes, penalties, additions to tax or interest) with respect to any tax withholdings made or required to be made on behalf

of or with respect to such Member. In the event the Company is liquidated and a liability or claim is asserted against, or expense borne

by, the Company or any Member for tax withholdings made or required to be made, such person shall have the right to be reimbursed from

the Member on whose behalf such tax withholding was made or required to be made.

Section 4.4.            Limitation.

Notwithstanding any other provision of this Agreement, the Company, and the Managing Member on behalf of the Company, shall not be required

to make a distribution (a) if such distribution to any Member or Assignee would violate the Act or other applicable law, or (b) in

any form other than cash.

Article V

ALLOCATIONS

Section 5.1.            Allocations

for Capital Account Purposes.

(a)            Except

as otherwise provided in this Agreement, Net Income and Net Losses (and, to the extent necessary, individual items of income, gain or

loss or deduction of the Company) shall be allocated in a manner such that the Capital Account of each Member after giving effect to

the special allocations set forth in Section 5.1(b) is, as nearly as possible, equal (proportionately) to (i) the

distributions that would be made pursuant to Section 7.2 if the Company were dissolved, its affairs wound up and its assets

sold for cash equal to their Carrying Value, all Company liabilities were satisfied (limited with respect to each non-recourse liability

to the Carrying Value of the assets securing such liability) and the net assets of the Company were distributed to the Members pursuant

to this Agreement, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed

immediately prior to the hypothetical sale of assets.

(b)            Special

Allocations. Notwithstanding any other provision of this Section 5.1, the following special allocations shall be made

for such taxable period:

(i)            Company

Minimum Gain Chargeback. Notwithstanding any other provision of this Section 5.1, if there is a net decrease in Company

Minimum Gain during any Company taxable period, each Member shall be allocated items of Company income and gain for such period (and,

if necessary, subsequent periods) in the manner and amounts determined according to Treasury Regulations Sections 1.704-2(f) and

1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 5.1(b), each Member’s Adjusted Capital Account

balance shall be determined, and the allocation of income and gain required hereunder shall be effected, prior to the application of

any other allocations pursuant to this Section 5.1(b) with respect to such taxable period (other than an allocation

pursuant to Section 5.1(b)(iii) and Section 5.1(b)(vi)). This Section 5.1(b)(i) is intended

to comply with the Company Minimum Gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted

consistently therewith.

(ii)            Chargeback

of Member Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 5.1 (other than Section 5.1(b)(i)),

except as provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum

Gain during any Company taxable period, any Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such taxable

period shall be allocated items of Company income and gain for such period (and, if necessary, subsequent periods) in the manner and

amounts determined according to Treasury Regulations Sections 1.704-2(i)(4), or any successor provisions. For purposes of this Section 5.1(b),

each Member’s Adjusted Capital Account balance shall be determined, and the allocation of income and gain required hereunder shall

be effected, prior to the application of any other allocations pursuant to this Section 5.1(b), other than Section 5.1(b)(i) and

other than an allocation pursuant to Section 5.1(b)(i)(v) and Section 5.1(b)(i)(vi), with respect to such

taxable period. This Section 5.1(b)(ii) is intended to comply with the chargeback of items of income and gain requirement

in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(iii)            Qualified

Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury

Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gain shall be specially allocated to such Member

in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of

the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly

as possible, unless such deficit balance is otherwise eliminated pursuant to Section 5.1(b)(i) or (ii). This Section 5.1(b)(iii) is

intended to qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and

shall be interpreted consistently therewith.

(iv)            Gross

Income Allocations. In the event any Member has a deficit balance in its Capital Account at the end of any Company taxable period

in excess of the sum of (A) the amount such Member is required to restore pursuant to the provisions of this Agreement and (B) the

amount such Member is deemed obligated to restore pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), such Member

shall be specially allocated items of Company gross income and gain in the amount of such excess as quickly as possible; provided,

that an allocation pursuant to this Section 5.1(b)(iv) shall be made only if and to the extent that such Member would

have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 5.1 have

been tentatively made as if this Section 5.1(b)(iv) were not in this Agreement.

(v)            Nonrecourse

Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their respective Percentage

Interests. If the Managing Member determines that the Company’s Nonrecourse Deductions should be allocated in a different ratio

to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the Managing

Member is authorized, upon notice to the other Members, to revise the prescribed ratio to the numerically closest ratio that does satisfy

such requirements.

(vi)            Member

Nonrecourse Deductions. Member Nonrecourse Deductions for any taxable period shall be allocated 100% to the Member that bears the

“Economic Risk of Loss” (as defined in the Treasury Regulations) with respect to the Member Nonrecourse Debt to which such

Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i). If more than one Member

bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, such Member Nonrecourse Deductions attributable thereto shall

be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.

(vii)            Nonrecourse

Liabilities. Nonrecourse Liabilities of the Company described in Treasury Regulations Section 1.752-3(a)(3) shall be allocated

to the Members in accordance with their respective Percentage Interests.

(viii)            Code

Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or

743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in

determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment

increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially

allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant

to such Section of the Treasury Regulations.

(ix)            Curative

Allocation.

(A)            The

allocations set forth in Section 5.1(b)(i), (ii), (iii) and (viii) (the “Required Allocations”) are

intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible,

all Required Allocations shall be offset either with other Required Allocations or with special allocations of other items of Company

income, gain, loss or deduction pursuant to this Section 5.1(b)(ix)(A). Therefore, notwithstanding any other provision of

this ARTICLE V (other than the Required Allocations), the Managing Member shall make such offsetting special allocations

of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are

made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would

have had if the Required Allocations were not part of this Agreement and all Company items were allocated pursuant to the economic agreement

among the Members.

(B)            The

Managing Member shall, with respect to each taxable period, (1) apply the provisions of Section 5.1(b)(ix)(A) in

whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide

all allocations pursuant to Section 5.1(b)(ix)(A) among the Members in a manner that is likely to minimize such economic

distortions.

(x)            Deficit

Capital Accounts. No Member shall be required to pay to the Company, to any other Member or to any third party any deficit balance

which may exist from time to time in the Member’s Capital Account.

Section 5.2.            Allocations

for Tax Purposes.

(a)            The

income, gains, losses and deductions of the Company shall be allocated for federal, state and local income tax purposes among the Members

in accordance with the allocation of such income, gains, losses and deductions among the Members for purposes of computing their Capital

Accounts; except that if any such allocation is not permitted by the Code or other applicable law, then the Company’s subsequent

income, gains, losses and deductions for tax purposes shall be allocated among the Members so as to reflect as nearly as possible the

allocation set forth herein in computing their Capital Accounts.

(b)            In

an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or an Adjusted Property, items of income, gain, loss,

depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Members as follows:

(i)            In

the case of a Contributed Property, such items attributable thereto shall be allocated among the Members in the manner provided under

Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted

basis at the time of contribution.

(ii)            In

the case of an Adjusted Property, such items shall (A) first, be allocated among the Members in a manner consistent with the principles

of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and

the allocations thereof pursuant to Section 3.3(c)(i) or Section 3.3(c)(ii), and (B) second, in the

event such property was originally a Contributed Property, be allocated among the Members in a manner consistent with Section 5.2(b)(i)(A).

(iii)            In

order to eliminate Book-Tax Disparities, the Managing Member may cause the Company to use any method described in Treasury Regulations

Section 1.704-3.

purposes of determining the items of Company income, gain, loss, deduction, or credit allocable to any Member with respect to any period,

such items shall be determined on a daily, monthly, or other basis, as determined by the Managing Member using any permissible method

under Code Section 706 and the Treasury Regulations promulgated thereunder.

(d)            Tax

credits, tax credit recapture and any items related thereto shall be allocated to the Members according to their interests in such items

as reasonably determined by the Managing Member taking into account the principles of Treasury Regulations Sections 1.704-1(b)(4)(ii) and

1.704-1T(b)(4)(xi).

(e)            Allocations

pursuant to this Section 5.2 are solely for the purposes of federal, state and local taxes and shall not affect, or in any

way be taken into account in computing, any Member’s Capital Account or share of Income, Loss, distributions or other Company items

pursuant to any provision of this Agreement.

(f)            For

the proper administration of the Company, the Managing Member shall (i) adopt such conventions as it deems appropriate in determining

the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes

of income (including, without limitation, gross income) or deductions; (iii) without the consent of any other Person being required,

amend the provisions of this Agreement as appropriate to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or

Section 704(c) of the Code; and (iv) adopt and employ such methods for (A) the maintenance of capital accounts for

book and tax purposes, (B) the determination and allocation of adjustments under Sections 734 and 743 of the Code, (C) the

determination and allocation of taxable income, tax loss and items thereof under this Agreement and pursuant to the Code, (D) the

determination of the identities and tax classification of Members, (E) the provision of tax information and reports to the Members,

(F) the adoption of reasonable conventions and methods for the valuation of assets and the determination of tax basis, (G) the

allocation of asset values and tax basis, (H) the adoption and maintenance of accounting methods, (I) the recognition of the

transfer of Units and (J) tax compliance and other tax-related requirements, including without limitation, the use of computer software,

in each case, as it determines in its sole discretion are necessary and appropriate to execute the provisions of this Agreement and to

comply with federal, state and local tax law. The Managing Member may adopt such conventions and make such allocations as provided in

this Section 5.2(f) without the consent of a Member only if such conventions or allocations would not have a material

adverse effect on such affected Member, and if such allocations are consistent with the principles of Section 704 of the Code.

Section 5.3.            Members’

Tax Reporting. The Members acknowledge and are aware of the income tax consequences of the allocations made pursuant to this ARTICLE V

and, except as may otherwise be required by applicable law or regulatory requirements, hereby agree to be bound by the provisions of

this ARTICLE V in reporting their shares of Company income, gain, loss, deduction and credit for federal, state and local

income tax purposes.

Section 5.4.            Certain

Costs and Expenses. The Company shall (i) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of

the Company (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel

providing services to the Company) incurred in pursuing and conducting, or otherwise related to, the activities of the Company, and (ii) reimburse

the Managing Member for any costs, fees or expenses incurred by it in connection with serving as the Managing Member. To the extent that

the Managing Member determines in its sole discretion that such expenses are related to the business and affairs of the Managing Member

that are conducted through the Company and/or its subsidiaries (including expenses that relate to the business and affairs of the Company

and/or its subsidiaries and that also relate to other activities of the Managing Member), the Managing Member may cause the Company to

pay or bear all expenses of the Managing Member, including, without suggesting any limitation of any kind, costs of securities offerings

not borne directly by Members, board of directors compensation and meeting costs, cost of periodic reports to its stockholders, litigation

costs and damages arising from litigation, accounting and legal costs and franchise taxes, provided that the Company shall not pay or

bear any income tax obligations of the Managing Member.

Article VI

MANAGEMENT

Section 6.1.            Managing

Member; Delegation of Authority and Duties.

(a)            Authority

of Managing Member. The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction

of the Managing Member, which may from time to time delegate authority to Officers or to others to act on behalf of the Company. Without

limiting the foregoing provisions of this Section 6.1(a), the Managing Member shall have the sole power to manage or cause

the management of the Company, including the power and authority to effectuate the sale, lease, transfer, exchange or other disposition

of any, all or substantially all of the assets of the Company (including, but not limited to, the exercise or grant of any conversion,

option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or

the merger, consolidation, reorganization or other combination of the Company with or into another entity. Clearway Inc. is the initial

Managing Member of the Company.

(b)            Other

Members. No Member who is not also a Managing Member, in his or her or its capacity as such, shall participate in or have any control

over the business of the Company. Except as expressly provided herein, the Units, other Equity Securities in the Company, or the fact

of a Member’s admission as a member of the Company do not confer any rights upon the Members to participate in the management of

the affairs of the Company. Except as expressly provided herein, no Member who is not also a Managing Member shall have any right to

vote on any matter involving the Company, including with respect to any merger, consolidation, combination or conversion of the Company,

or any other matter that a Member might otherwise have the ability to vote or consent with respect to under the Act, at law, in equity

or otherwise. The conduct, control and management of the Company shall be vested exclusively in the Managing Member. In all matters relating

to or arising out of the conduct of the operation of the Company, the decision of the Managing Member shall be the decision of the Company.

Except as required by law or expressly provided in Section 6.1(c) or by separate agreement with the Company, no Member

who is not also a Managing Member (and acting in such capacity) shall take any part in the management or control of the operation or

business of the Company in its capacity as a Member, nor shall any Member who is not also a Managing Member (and acting in such capacity)

have any right, authority or power to act for or on behalf of or bind the Company in his or her or its capacity as a Member in any respect

or assume any obligation or responsibility of the Company or of any other Member.

by Managing Member. The Company may employ one or more Members from time to time, and such Members, in their capacity as employees

or agents of the Company (and not, for clarity, in their capacity as Members of the Company), may take part in the control and management

of the business of the Company to the extent such authority and power to act for or on behalf of the Company has been delegated to them

by the Managing Member. To the fullest extent permitted by law, the Managing Member shall have the power and authority to delegate to

one or more other Persons the Managing Member’s rights and powers to manage and control the business and affairs of the Company,

including to delegate to agents and employees of a Member or the Company (including Officers), and to delegate by a management agreement

or another agreement with, or otherwise to, other Persons. The Managing Member may authorize any Person (including any Member or Officer)

to enter into and perform any document on behalf of the Company.

Section 6.2.            Officers.

(a)            Designation

and Appointment. The Managing Member may, from time to time, employ and retain Persons as may be necessary or appropriate for the

conduct of the Company’s business, including employees, agents and other Persons (any of whom may be a Member) who may be designated

as Officers of the Company, with such titles as and to the extent authorized by the Managing Member. Any number of offices may be held

by the same Person. In its discretion, the Managing Member may choose not to fill any office for any period as it may deem advisable.

Officers need not be residents of the State of Delaware or Members. Any Officers so designated shall have such authority and perform

such duties as the Managing Member may from time to time delegate to them. The Managing Member may assign titles to particular Officers.

Each Officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign

or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company

shall be fixed from time to time by the Managing Member. Designation of an Officer shall not of itself create any employment or, except

as provided in Section 6.4, contractual rights.

(b)            Resignation

and Removal. Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time

specified therein, or if no time is specified, at the time of its receipt by the Managing Member. The acceptance of a resignation shall

not be necessary to make it effective, unless expressly so provided in the resignation. All employees, agents and Officers shall be subject

to the supervision and direction of the Managing Member and may be removed, with or without cause, from such office by the Managing Member

and the authority, duties or responsibilities of any employee, agent or Officer of the Company may be suspended by or altered by the

Managing Member from time to time, in each case in the sole discretion of the Managing Member.

as Agents. The Officers, to the extent of their powers, authority and duties set forth in this Agreement or an employment agreement

or otherwise vested in them by the Managing Member, are agents of the Company for the purposes of the Company’s business and the

actions of the Officers taken in accordance with such powers shall bind the Company.

Section 6.3.            Liability

of Members.

(a)            No

Personal Liability. Except as otherwise required by applicable law and as expressly set forth in this Agreement, no Member shall

have any personal liability whatsoever in such Person’s capacity as a Member, whether to the Company, to any of the other Members,

to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the

Company or for any losses of the Company. Except as otherwise required by the Act, each Member shall be liable only to make such Member’s

Capital Contribution to the Company, if applicable, and the other payments provided for expressly herein.

(b)            Return

of Distributions. In accordance with the Act and the laws of the State of Delaware, a Member may, under certain circumstances, be

required to return amounts previously distributed to such Member. It is the intent of the Members that no distribution to any Member

pursuant to ARTICLE IV shall be deemed a return of money or other property paid or distributed in violation of the Act. The

payment of any such money or distribution of any such property to a Member shall be deemed to be a compromise within the meaning of Section 18-502(b) of

the Act, and, to the fullest extent permitted by law, any Member receiving any such money or property shall not be required to return

any such money or property to the Company or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding

the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member

and not of any other Member.

Duties. Notwithstanding any other provision of this Agreement or any duty otherwise existing at law, in equity or otherwise, the

parties hereby agree that the Members (including without limitation, the Managing Member), shall, to the maximum extent permitted by

law, including Section 18-1101(c) of the Act, owe no duties (including fiduciary duties) to the Company, the other Members

or any other Person who is a party to or otherwise bound by this Agreement; provided, however, that nothing contained in

this Section 6.3(c) shall eliminate the implied contractual covenant of good faith and fair dealing. To the extent that,

at law or in equity, any Member (including without limitation, the Managing Member) has duties (including fiduciary duties) and liabilities

relating thereto to the Company, to another Member or to another Person who is a party to or otherwise bound by this Agreement, the Members

(including without limitation, the Managing Member) acting under this Agreement will not be liable to the Company, to any such other

Member or to any such other Person who is a party to or otherwise bound by this Agreement, for their good faith reliance on the provisions

of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities relating

thereto of any Member (including without limitation, the Managing Member) otherwise existing at law, in equity or otherwise, are agreed

by the parties hereto to replace to that extent such other duties and liabilities of the Members (including without limitation, the Managing

Member) relating thereto. The Managing Member may consult with legal counsel, accountants and financial or other advisors and any act

or omission suffered or taken by the Managing Member on behalf of the Company or in furtherance of the interests of the Company in good

faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification

for any such act or omission, and the Managing Member will be fully protected in so acting or omitting to act so long as such counsel

or accountants or financial or other advisors were selected with reasonable care. Notwithstanding any other provision of this Agreement

or otherwise applicable provision of law or equity, whenever in this Agreement the Managing Member is permitted or required to make a

decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude,

the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall,

to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors

affecting the Company or the other Members, or (ii) in its “good faith” or under another expressed standard, the Managing

Member shall act under such express standard and shall not be subject to any other or different standards.

Section 6.4.            Indemnification

by the Company.

(a)            To

the fullest extent permitted by applicable law (as the same exists or may hereafter be amended (but, in the case of any such amendment,

only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company

to provide prior to such amendment)) but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified

and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including

legal fees and expenses), judgments, fines, penalties (including excise and similar taxes and punitive damages), interest, settlements

or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or

investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its acting

in the capacity that gave rise to its status as an Indemnitee (a “Proceeding”); provided, that the Indemnitee

shall not be indemnified and held harmless if there has been a final and non-appealable judgment entered by a court of competent jurisdiction

determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 6.4,

the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge

that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 6.4 shall be made only out

of the assets of the Company, it being agreed that the Managing Member shall not be personally liable for such indemnification and shall

have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(b)            To

the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant

to Section 6.4(a) in defending any Proceeding shall, from time to time, be advanced by the Company prior to a determination

that the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee

to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.4.

rights provided by this Section 6.4 shall be deemed contract rights and shall be in addition to any other rights to which

an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of the Membership Interests, as a matter of law

or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall

continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns

and administrators of the Indemnitee.

(d)            The

Company may purchase and maintain insurance on behalf of the Company and its Subsidiaries and such other Persons as the Managing Member

shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with

the Company’s activities or such Person’s activities on behalf of the Company, regardless of whether the Company would have

the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)            For

purposes of this Section 6.4, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee

benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it

to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit

plan pursuant to applicable law shall constitute “fines” within the meaning of Section 6.4(a); and action taken

or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to

be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests

of the Company.

(f)            In

no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g)            An

Indemnitee shall not be denied indemnification in whole or in part under this Section 6.4 because the Indemnitee had an interest

in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this

Agreement.

(h)            The

provisions of this Section 6.4 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators

and shall not be deemed to create any rights for the benefit of any other Persons.

(i)             No

amendment, modification or repeal of this Section 6.4 or any provision hereof shall in any manner terminate, reduce or impair

the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify

any such Indemnitee under and in accordance with the provisions of this Section 6.4 as in effect immediately prior to such

amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to

such amendment, modification or repeal, regardless of when such claims may arise or be asserted. It is expressly acknowledged that the

indemnification provided in this Section 6.4 could involve indemnification for negligence or under theories of strict liability.

Notwithstanding the foregoing, no Indemnitee shall be entitled to any indemnity or advancement of expenses in connection with any Proceeding

brought (i) by such Indemnitee against the Company (other than to enforce the rights of such Indemnitee pursuant to this Section 6.4),

any Member or any Officer, or (ii) by or in the right of the Company, without the prior written consent of the Managing Member.

Section 6.5.            Liability

of Indemnitees.

(a)            Notwithstanding

anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company, the Members

or any other Persons who have acquired interests in the Company, for losses sustained or liabilities incurred as a result of any act

or omission of an Indemnitee unless there has been a final and nonappealable judgment entered by a court of competent jurisdiction determining

that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case

of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)            The

Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder

either directly or by or through its agents, and the Managing Member shall not be responsible for any misconduct or negligence on the

part of any such agent appointed by the Managing Member in good faith.

the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company

or to the Members, the Managing Member and any other Indemnitee acting in connection with the Company’s business or affairs shall

not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement.

(d)            Any

amendment, modification or repeal of this Section 6.5 or any provision hereof shall be prospective only and shall not in

any way affect the limitations on the liability of the Indemnitees under this Section 6.5 as in effect immediately prior

to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part,

prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 6.6.            Investment

Representations of Members. Each Member hereby represents, warrants and acknowledges to the Company that: (a) such Member has

such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in

the Company and is making an informed investment decision with respect thereto; (b) such Member is acquiring interests in the Company

for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof;

and (c) the execution, delivery and performance of this Agreement have been duly authorized by such Member.

Article VII

WITHDRAWAL; DISSOLUTION; TRANSFER OF MEMBERSHIP INTERESTS; ADMISSION OF NEW MEMBERS

Section 7.1.            Member

Withdrawal. No Member shall have the power or right to withdraw or otherwise resign or be expelled from the Company prior to the

dissolution and winding up of the Company except pursuant to a Transfer permitted under this Agreement.

Section 7.2.            Dissolution.

(a)            Events.

The Company shall be dissolved and its affairs shall be wound up on the first to occur of (i) the determination of the Managing

Member, (ii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act or (iii) the

termination of the legal existence of the last remaining Member or the occurrence of any other event which terminates the continued membership

of the last remaining Member in the Company unless the Company is continued without dissolution in a manner permitted by the Act. In

the event of a dissolution pursuant to clause (i) of the immediately preceding sentence, the relative economic rights of each Class of

Units immediately prior to such dissolution shall be preserved to the greatest extent practicable with respect to distributions made

to Members pursuant to Section 7.2(c) below in connection with the winding up of the Company, taking into consideration

tax and other legal constraints that may adversely affect one or more parties hereto and subject to compliance with applicable laws and

regulations, unless, with respect to any Class of Units, holders of not less than 90% of the Units of such Class consent in

writing to a treatment other than as described above.

(b)            Actions

Upon Dissolution. When the Company is dissolved, the business and property of the Company shall be wound up and liquidated by the

Managing Member or, in the event of the unavailability of the Managing Member or if the Managing Member shall so determine, such Member

or other liquidating trustee as shall be named by the Managing Member.

A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets

pursuant to Section 7.2 to minimize any losses otherwise attendant upon such winding up. Upon dissolution of the Company,

the assets of the Company shall be applied in the following manner and order of priority: (i) to creditors, including Members who

are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (including all contingent, conditional

or unmatured claims), whether by payment or the making of reasonable provision for payment thereof; and (ii) the balance shall be

distributed to the Members in accordance with ARTICLE IV.

(d)            Cancellation

of Certificate. The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for

all debts liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement

and (ii) the Certificate shall have been canceled in the manner required by the Act.

(e)            Return

of Capital. The liquidators of the Company shall not be personally liable for the return of Capital Contributions or any portion

thereof to the Members (it being understood that any such return shall be made solely from Company assets).

(f)            Hart

Scott Rodino. Notwithstanding any other provision in this Agreement, in the event the Hart Scott Rodino Antitrust Improvements Act

of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company

will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall

not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise

been terminated with respect to each such Member.

Section 7.3.            Transfer

by Members. No Member may Transfer all or any portion of its Units or other interests or rights in the Company except as provided

in Section 3.2 or otherwise with the written consent of the Managing Member (not to be unreasonably withheld, conditioned

or delayed); provided, however, that, subject to the provisions of Section 7.4(c) (other than the provisions

of Section 7.4(c)(v) to the extent that such provisions relate to the delivery of legal and/or tax opinions), without

the consent of the Managing Member, a Member may, at any time, Transfer any of such Member’s Units pursuant to the Exchange Agreement.

In addition, unless the Managing Member determines in good faith that a proposed Transfer would violate Section 7.4(c) below,

the Managing Member shall be deemed to have consented to a Transfer (i) by a Class B Member of Class B Units then held

by such Member to a Permitted Transferee, (ii) by a Class D Member of Class D Units then held by such Member to a Permitted

Transferee or (iii) to a Successor in Interest; provided, that in connection with any such Transfer, the transferor shall

transfer an equivalent number of shares of Class B Common Stock or Class D Common Stock (as applicable) to the transferee,

in accordance with the terms of the Clearway Inc. Charter. Any purported Transfer of all or a portion of a Member’s Units or other

interests in the Company not complying with this Section 7.3 shall be void and shall not create any obligation on the part

of the Company or the other Members to recognize that Transfer or to deal with the Person to which the Transfer purportedly was made.

Notwithstanding anything to the contrary herein, the Class C Units shall not be Transferable, except to a transferring Class C

Member’s Successor in Interest (as applicable) or pursuant to the Exchange Agreement.

Section 7.4.            Admission

or Substitution of New Members.

(a)            Admission.

Without the consent of any other Person, the Managing Member shall have the right to admit as a Substituted Member or an Additional Member,

any Person who acquires an interest in the Company, or any part thereof, from a Member or from the Company. Concurrently with the admission

of a Substituted Member or an Additional Member, the Managing Member shall forthwith (i) amend the Schedule of Members to reflect

the name and address of such Substituted Member or Additional Member and to eliminate or modify, as applicable, the name and address

of the Transferring Member with regard to the Transferred Units and (ii) cause any necessary papers to be filed and recorded and

notice to be given wherever and to the extent required showing the substitution of a Transferee as a Substituted Member in place of the

Transferring Member, or the admission of an Additional Member, in each case, at the expense, including payment of any professional and

filing fees incurred, of such Substituted Member or Additional Member.

(b)            Conditions

and Limitations. The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon such Person’s

written acceptance and adoption of all the terms and provisions of this Agreement by execution and delivery of the Adoption Agreement

in the form attached hereto as Exhibit A or such other written instrument(s) in form and substance satisfactory to the

Managing Member on behalf of the Company.

Transfers. Notwithstanding any contrary provision in this Agreement, unless each of the Members agrees otherwise in writing, in no

event may any Transfer of a Unit or other interest in the Company be made by any Member or Assignee if:

(i)            such

Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit or other interest in the Company;

(ii)            except

as otherwise provided pursuant to the Exchange Agreement, such Transfer (which solely for purposes of this Section 7.4(c) shall

include the issuance of Units upon the exercise of an option or warrant to acquire such Unit) would not be within (or would cause the

Company to fail to qualify for) one or more of the safe harbors described in paragraphs (e), (f), (g), (h) or (j) of Treasury

Regulations Section 1.7704-1 or otherwise would pose a material risk that the Company could be treated as a “publicly traded

partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder;

(iii)           such

Transfer would require the registration of such transferred Unit or other interest in the Company or of any Class of Unit or other

interest in the Company pursuant to any applicable United States federal or state securities laws (including, without limitation, the

Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws)

or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws;

(iv)            such

Transfer would cause any portion of the assets of the Company to become “plan assets” of any “benefit plan investor”

within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV,

Title 29 of the Code of Federal Regulations as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974,

as amended from time to time; or

(v)            to

the extent requested by the Managing Member, the Company does not receive such legal and/or tax opinions and written instruments (including,

without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee)

that are in a form satisfactory to the Managing Member, as determined in the Managing Member’s sole discretion.

In addition, notwithstanding

any contrary provision in this Agreement, to the extent the Managing Member shall determine that interests in the Company do not meet

or will not meet the requirements of Treasury Regulation Section 1.7704-1(h) or could cause the Company to be treated as a

publicly traded partnership within the meaning of Section 7704 of the Code, the Managing Member may impose such restrictions on

the Transfer of Units or other interests in the Company as the Managing Member may determine to be necessary or advisable so that the

Company is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code.

Any Transfer in violation

of Section 7.3 or this Section 7.4(c) shall be null and void ab initio and of no effect.

(d)            Effect

of Transfer to Substituted Member. Following the Transfer of any Unit or other interest in the Company that is permitted under Sections

7.3 and 7.4, the Transferee of such Unit or other interest in the Company shall be treated as having made all of the Capital

Contributions in respect of, and received all of the distributions received in respect of, such Unit or other interest in the Company,

shall succeed to the Capital Account balance associated with such Unit or other interest in the Company, shall receive allocations and

distributions under ARTICLE IV and ARTICLE V in respect of such Unit or other interest in the Company and otherwise

shall become a Substituted Member entitled to all the rights of a Member with respect to such Unit or other interest in the Company.

Section 7.5.            Additional

Requirements. Notwithstanding any contrary provision in this Agreement, for the avoidance of doubt, the Managing Member may impose

such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions

with respect to any interests in the Company that are outstanding as of the date of this Agreement or are created hereafter, with the

written consent of the holder of such interests in the Company. Such requirements, provisions and restrictions need not be uniform among

holders of interests in the Company and may be waived or released by the Managing Member in its sole discretion with respect to all or

a portion of the interests in the Company owned by any one or more Members or Assignees at any time and from time to time, and such actions

or omissions by the Managing Member shall not constitute the breach of this Agreement or of any duty hereunder or otherwise existing

at law, in equity or otherwise.

Section 7.6.            Bankruptcy.

Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member

of the Company and upon the occurrence of such an event, the Company shall continue without dissolution.

Section 7.7.            Mandatory

Exchange. The Managing Member may, with the consent of each of the Class B Members and Class D Members who, together with

its Affiliates and Permitted Transferees, beneficially own at least 75% of the Class B Units and Class D Units in the aggregate,

require all Members holding Class B Units or Class D Units to exchange all such Units held by them pursuant to the Exchange

Agreement. Any exchange of Class B Units and Class D Units pursuant to this Section 7.7 shall be treated as a transfer

of Units governed by Section 3.2(c).

Article VIII

BOOKS AND RECORDS; FINANCIAL STATEMENTS AND OTHER INFORMATION; TAX MATTERS

Section 8.1.            Books

and Records. The Company shall keep at its principal executive office (i) correct and complete books and records of account

(which, in the case of financial records, shall be kept in accordance with GAAP), (ii) minutes of the proceedings of meetings of

the Members, (iii) a current list of the directors and officers of the Company and its Subsidiaries and their respective residence

addresses, and (iv) a record containing the names and addresses of all Members, the total number of Units held by each Member, and

the dates when they respectively became the owners of record thereof. Any of the foregoing books, minutes or records may be in written

form or in any other form capable of being converted into written form within a reasonable time. Except as expressly set forth in this

Agreement, notwithstanding the rights set forth in Section 18-305 of the Act, no Member shall have the right to obtain information

from the Company.

Section 8.2.            Information.

(a)            The

Members shall be supplied at the Company’s expense with all other Company information reasonably necessary to enable each Member

to prepare its federal, state, and local income tax returns on a timely basis.

(b)            All

determinations, valuations and other matters of judgment required to be made for ordinary course accounting purposes under this Agreement

shall be made by the Managing Member and shall be conclusive and binding on all Members, their Successors in Interest and any other Person

who is a party to or otherwise bound by this Agreement, and to the fullest extent permitted by law or as otherwise provided in this Agreement,

no such Person shall have the right to an accounting or an appraisal of the assets of the Company or any successor thereto.

Section 8.3.            Fiscal

Year. The Fiscal Year of the Company shall end on December 31st unless otherwise determined by the Managing Member in its sole

discretion in accordance with Section 706 of the Code.

Section 8.4.            Certain

Tax Matters.

(a)            Preparation

of Returns. The Managing Member shall cause to be prepared all federal, state and local tax returns of the Company for each year

for which such returns are required to be filed and shall cause such returns to be timely filed. The Managing Member shall determine

the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions

under the tax laws of the United States of America, the several states and other relevant jurisdictions as to the treatment of any such

item or any other method or procedure related to the preparation of such tax returns. Except as specifically provided otherwise in this

Agreement, the Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws.

As promptly as practicable after the end of each Fiscal Year, the Managing Member shall cause the Company to provide to each Member a

Schedule K-1 for such Fiscal Year. Additionally, the Managing Member shall cause the Company to provide on a timely basis to each Member,

to the extent commercially reasonable and available to the Company without undue cost, any information reasonably required by the Member

to prepare, or in connection with an audit of, such Member’s income tax returns.

(b)            Consistent

Treatment. Each Member agrees that it shall not, except as otherwise required by applicable law or regulatory requirements, (i) treat,

on its individual income tax returns, any item of income, gain, loss, deduction or credit relating to its interest in the Company in

a manner inconsistent with the treatment of such item by the Company as reflected on the Schedule K-1 or other information statement

furnished by the Company to such Member for use in preparing its income tax returns or (ii) file any claim for refund relating to

any such item based on, or which would result in, such inconsistent treatment.

of the Tax Matters Member and Partnership Representative. In respect of an income tax audit of any tax return of the Company, the

filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on

any tax return of the Company, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended

return, claim for refund or denial of such claim, (i) the Managing Member shall direct the Tax Matters Member or Partnership Representative,

as applicable, to act for, and such action shall be final and binding upon, the Company and all Members except to the extent a Member

shall properly elect to be excluded from such proceeding pursuant to the Code, (ii) all expenses incurred by the Tax Matters Member

or Partnership Representative, as applicable, in connection therewith (including attorneys’, accountants’ and other experts’

fees and disbursements) shall be expenses of, and payable by, the Company, (iii) no Member shall have the right to (A) participate

in the audit of any Company tax return, (B) file any amended return or claim for refund in connection with any item of income, gain,

loss, deduction or credit (other than items which are not partnership items within the meaning of Code Section 6231(a) (4) or

which cease to be partnership items under Code Section 6231(b)) reflected on any tax return of the Company, (C) participate

in any administrative or judicial proceedings conducted by the Company, the Tax Matters Member or Partnership Representative, as applicable,

arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, or (D) appeal, challenge

or otherwise protest any adverse findings in any such audit conducted by the Company, the Tax Matters Member or Partnership Representative,

as applicable, or with respect to any such amended return or claim for refund filed by the Company, the Tax Matters Member or Partnership

Representative, as applicable, or in any such administrative or judicial proceedings conducted by the Company, the Tax Matters Member

or Partnership Representative, as applicable, and (iv) the Tax Matters Member or Partnership Representative, as applicable, shall

keep the Members reasonably apprised of the status of any such proceeding. Notwithstanding the previous sentence, if a petition for a

readjustment to any partnership item included in a final partnership administrative adjustment is filed with a District Court or the

Court of Claims and the IRS has elected to assess income tax against a Member with respect to that final partnership administrative adjustment

(rather than suspending assessments until the District Court or Court of Claims proceedings become final), such Member shall be permitted

to file a claim for refund within such period of time as to avoid application of any statute of limitations which would otherwise prevent

the Member from having any claim based on the final outcome of that review.

(d)            Tax

Matters Member and Partnership Representative. The Company and each Member hereby designate the Managing Member as (i) the “tax

matters partner” for purposes of Code Section 6231(a)(7) (the “Tax Matters Member”) and (ii) the

“partnership representative” for purposes of Code Section 6223 (the “Partnership Representative”).

(e)            Certain

Filings. Upon the Transfer of an interest in the Company (within the meaning of the Code), a sale of Company assets or a liquidation

of the Company, the Members shall provide the Managing Member with information and shall make tax filings as reasonably requested by

the Managing Member and required under applicable law.

(f)            Section 754

Election. The Managing Member shall cause the Company to make and to maintain and keep in effect at all times, in accordance with

Sections 734, 743 and 754 of the Code and applicable Treasury Regulations and comparable state law provisions, an election to adjust

basis in the event (i) any Class B Unit or Class D Unit is Transferred in accordance with this Agreement or the Exchange

Agreement or (ii) any Company property is distributed to any Member.

(g)            Imputed

Underpayment. If the Company pays an imputed underpayment pursuant to Section 6225 of the Code, to the extent possible, the

portion thereof attributable to a Member shall be treated as a withholding tax with respect to such Member under Section 4.3.

To the extent that such portion of an imputed underpayment cannot be withheld from a current distribution, the Member (or former Member)

shall be liable to the Company for the amount that cannot be so offset (including any liability for Taxes, penalties, additions to Tax

or interest). The Company may elect the alternative set forth in Section 6226 of the Code instead of paying the imputed underpayment.

Article IX

MISCELLANEOUS

Section 9.1.            Separate

Agreements; Schedules. Notwithstanding any other provision of this Agreement, including Section 9.4, or of any other

binding agreement between the Company and any Member, the Managing Member may, or may cause the Company to, without the approval of any

other Member or other Person, enter into separate agreements with individual Members with respect to any matter, which have the effect

of establishing rights under, or altering, supplementing or amending the terms of, this Agreement or any such separate agreement. The

parties hereto agree that any terms contained in any such separate agreement shall govern with respect to such Member(s) party thereto

notwithstanding the provisions of this Agreement. The Managing Member may from time to time execute and deliver to the Members schedules

which set forth information contained in the books and records of the Company and any other matters deemed appropriate by the Managing

Member. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

Section 9.2.            Governing

Law; Disputes.

(a)            THIS

AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT OF LAWS RULE

OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

(b)            Any

dispute, controversy or claim solely arising out of, relating to or in connection with rights or obligations of any Member holding Units

of a Class vis-à-vis a Member holding Units of another Class shall be finally settled by arbitration. The arbitration

shall take place in Wilmington, Delaware and be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration

Association (the “AAA”) then in effect (except as they may be modified by mutual agreement of the Member holding Units

of a Class and the affected Member holding Units of another Class.). The arbitration shall be conducted by three neutral, impartial

and independent arbitrators, who shall be appointed by the AAA, at least one of whom shall be a retired judge or a senior partner at

one of the nationally recognized Delaware-based law firms. The arbitration award shall be final and binding on the parties. Judgment

upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

The costs of the arbitration shall be borne by the Company. Performance under this Agreement shall continue if reasonably possible during

any arbitration proceedings. Notwithstanding the foregoing, the parties hereto may bring an action or special proceeding in any court

of competent jurisdiction for the purpose of compelling a party to arbitrate and/or seeking temporary or preliminary relief in aid of

an arbitration hereunder.

party agrees that it shall bring any action, suit, demand or proceeding (including counterclaims) in respect of any claim arising out

of or related to this Agreement or the transactions contemplated hereby, exclusively in the United States District Court for the District

of Delaware or any Delaware State court, in each case, sitting in the City of Wilmington, Delaware (the “Chosen Courts”),

and solely in connection with claims arising under this Agreement or the transactions contemplated hereby (i) irrevocably submits

to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action, suit, demand or

proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction

over any Party and (iv) agrees that service of process upon such party in any such action, suit, demand or proceeding shall be effective

if notice is given in accordance with Section 9.5.

(d)            EACH

PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, DEMAND OR PROCEEDING (INCLUDING COUNTERCLAIMS) ARISING

OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.3.            Parties

in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective Successors

in Interest; provided that no Person claiming by, through or under a Member (whether as such Member’s Successor in Interest or

otherwise), as distinct from such Member itself, shall have any rights as, or in respect to, a Member (including the right to approve

or vote on any matter or to notice thereof), and nothing in this Agreement (express or implied) is intended to confer upon any other

Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

Section 9.4.            Amendments

and Waivers. This Agreement may be amended, supplemented, waived or modified with the written consent of the Managing Member and

the Members holding a majority of each class of outstanding Units; provided, that so long as the Managing Member is Clearway Inc.,

any such amendment, supplement or waiver must be approved by a majority of Clearway Inc.’s independent directors (as determined

in accordance with the applicable listing rules of the exchange on which Clearway Inc.’s common stock is listed as of the

time of such amendment, supplement or waiver); provided, further, that the books and records of the Company (including

the Schedule of Members) shall be deemed amended from time to time to reflect the admission of a new Member, the withdrawal or resignation

of a Member, the adjustment of the Units or other interests in the Company resulting from any issuance, Transfer or other disposition

of Units or other interests in the Company, in each case that is made in accordance with the provisions hereof. If an amendment has been

approved in accordance with this Agreement, such amendment shall be adopted and effective with respect to all Members. Upon obtaining

such approvals as may be required by this Agreement, and without further action or execution on the part of any other Member or other

Person, any amendment to this Agreement may be implemented and reflected in a writing executed solely by the Managing Member and the

other Members shall be deemed a party to and bound by such amendment.

No failure or delay by any

party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein)

shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or

the exercise of any other right, power or privilege.

The rights and remedies herein

provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 9.5.            Notices.

Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing and shall be given to any Member

at such Member’s address, facsimile number or email address shown in the Company’s books and records, or, if given to the

Company, at the following address or email address:

Clearway Energy LLC

300 Carnegie Center, Suite 300

Princeton, New Jersey 08540

Attention: General Counsel

Email: ogc@clearwayenergy.com

Each proper notice shall

be effective upon any of the following: (a) personal delivery to the recipient, (b) when sent by facsimile or email to the

recipient (with confirmation of receipt), (c) one Business Day after being sent to the recipient by reputable overnight courier

service (charges prepaid) or (d) three Business Days after being deposited in the mails (first class or airmail postage prepaid).

Section 9.6.            Counterparts.

This Agreement may be executed simultaneously in two or more separate counterparts, any one of which need not contain the signatures

of more than one party, but each of which shall be an original and all of which together shall constitute one and the same agreement

binding on all the parties hereto.

Section 9.7.            Power

of Attorney. Each Member hereby irrevocably appoints the Managing Member as such Member’s true and lawful representative and

attorney in fact, each acting alone, in such Member’s name, place and stead, (a) to make, execute, sign and file all instruments,

documents and certificates which, from time to time, may be required to set forth any amendment to this Agreement or which may be required

by this Agreement or by the laws of the United States of America, the State of Delaware or any other state in which the Company shall

determine to do business, or any political subdivision or agency thereof and (b) to execute, implement and continue the valid and

subsisting existence of the Company or to qualify and continue the Company as a foreign limited liability company in all jurisdictions

in which the Company may conduct business. Such power of attorney is coupled with an interest and shall survive and continue in full

force and effect notwithstanding the subsequent withdrawal from the Company of any Member for any reason and shall survive and shall

not be affected by the disability, incapacity, bankruptcy or dissolution of such Member. No power of attorney granted in this Agreement

shall revoke any previously granted power of attorney.

Section 9.8.            Entire

Agreement. This Agreement, the Exchange Agreement and the other documents and agreements referred to herein or entered into concurrently

herewith embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein; provided

that such other agreements and documents shall not be deemed to be a part of, a modification of or an amendment to this Agreement. There

are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred

to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter,

including the Fourth Amended Agreement.

Section 9.9.            Remedies.

Each Member shall have all rights and remedies set forth in this Agreement and all rights and remedies that such Person has been granted

at any time under any other agreement or contract and all of the rights that such Person has under any applicable law. Any Person having

any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to enforce such rights

specifically (without posting a bond or other security) to recover damages by reason of any breach of any provision of this Agreement

and to exercise all other rights granted by applicable law.

Section 9.10.         Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable

law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or

rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction,

but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision

had never been contained herein.

Section 9.11.         Creditors.

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any of its Affiliates,

and no creditor who makes a loan to the Company or any of its Affiliates may have or acquire (except pursuant to the terms of a separate

agreement executed by the Company in favor of such creditor) at any time as a result of making the loan any direct or indirect interest

in Company profits, losses, distributions, capital or property other than as a secured creditor.

Section 9.12.         Waiver.

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise

any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement

or condition.

Section 9.13.         Further

Action. The parties agree to execute and deliver all documents, provide all information and take or refrain from taking such actions

as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 9.14.         Delivery

by Facsimile or Email. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in

connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered

by means of a facsimile machine or email with scan or facsimile attachment, shall be treated in all manner and respects as an original

agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof

delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall

re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall

raise the use of a facsimile machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted

or communicated through the use of a facsimile machine or email as a defense to the formation or enforceability of a contract, and each

such party forever waives any such defense.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties

hereto have executed this Fifth Amended and Restated Limited Liability Company Agreement as of the date first above written.

MANAGING MEMBER

CLEARWAY ENERGY, INC.

By:

/s/ Craig Cornelius

Name:

Craig Cornelius

Title:

President and Chief Executive Officer

OTHER MEMBERS

CLEARWAY ENERGY GROUP LLC

By:

/s/ Craig Cornelius

Name:

Craig Cornelius

Title:

President and Chief Executive Officer

[Signature Page to Fifth

Amended and Restated LLC Agreement of Clearway Energy LLC]

EXHIBIT A

Adoption Agreement

This Adoption Agreement is

executed by the undersigned pursuant to the Fifth Amended and Restated Limited Liability Company Agreement of Clearway Energy LLC (the

“Company”), dated as of May 1, 2026, as amended, restated or supplemented from time to time, a copy of which

is attached hereto and is incorporated herein by reference (the “Agreement”). By the execution of this Adoption Agreement,

the undersigned agrees as follows:

1.            Acknowledgment.

The undersigned acknowledges that he/she is acquiring [Class [•] Units] of the Company as a Member, subject to the terms and

conditions of the Agreement (including the Exhibits thereto), as amended from time to time. Capitalized terms used herein without definition

are defined in the Agreement and are used herein with the same meanings set forth therein.

2.            Agreement.

The undersigned hereby joins in, and agrees to be bound by, subject to, and enjoy the benefit of the applicable rights set forth in,

the Agreement (including the Exhibits thereto), as amended from time to time, with the same force and effect as if he/she were originally

a party thereto.

3.            Notice.

Any notice required or permitted by the Agreement shall be given to the undersigned at the address listed below.

EXECUTED AND DATED on this            day

of                         ,

20 .

[Name]

Notice Address:

Facsimile:

Email:

A-1

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2613249d1_ex99-1.htm · Sequence: 5

Exhibit 99.1

Clearway Energy, Inc. Announces Results

of 2026 Annual Meeting of Stockholders

Stockholders Approve Proposal to Simplify Public

Share Class Structure

PRINCETON, N.J., April 29, 2026 (GLOBE NEWSWIRE) – Clearway

Energy, Inc. (NYSE: CWEN, CWEN.A) (the “Company”) today announced that, at the Company’s 2026 Annual Meeting of

Stockholders (the “Annual Meeting”), the Company’s stockholders approved the proposal to amend and restate the Company’s

certificate of incorporation (the “Charter Amendment”), as recommended by the Board of Directors of the Company (the “Board”),

to simplify the Company’s public share class structure into a single share class.

The Charter Amendment will result in the conversion of each share of

the Company’s Class A common stock into one share of the Company’s Class C common stock (the “Class A

Conversion”). Under the terms of the Charter Amendment, which the Company filed today with the Delaware Secretary of State, the

Class A Conversion will occur automatically at 12:01 a.m., Eastern Time, on May 1, 2026. Stockholders do not need to take

any action with respect to the Class A Conversion. The Company expects that the New York Stock Exchange (the “NYSE”)

will suspend trading in shares of the Class A common stock before the market opens on May 1, 2026 and that the shares of Class C

common stock that are received upon the Class A Conversion will commence trading on May 1, 2026.

In connection with the Class A Conversion, Clearway Energy

Group LLC (“CEG”), the owner of all of the Company’s outstanding Class B common stock and Class D common

stock, entered into a Voting Trust Agreement (the “Voting Trust Agreement”) designed to preserve the total relative voting

power of the Company’s public stockholders following the Class A Conversion.

In addition, the Company’s stockholders approved all other proposals

submitted for a vote at the Annual Meeting. The Company will report the final results of the Annual Meeting on a Current Report on Form 8-K

that will be filed with the U.S. Securities and Exchange Commission (the “SEC”).

About Clearway Energy, Inc.

Clearway Energy, Inc. is one of the largest owners of clean

energy generation assets in the U.S. Our portfolio comprises approximately 12.9 GW of gross capacity in 27 states, including

approximately 10.1 GW of wind, solar and battery energy storage systems and approximately 2.8 GW of conventional dispatchable power capacity

that provide critical grid reliability services. Through our diversified and primarily contracted clean energy portfolio, Clearway

Energy endeavors to provide its investors with stable and growing dividend income. Clearway Energy, Inc.’s Class C

and Class A common stock are traded on the New York Stock Exchange under the symbols CWEN and CWEN.A, respectively. Clearway

Energy, Inc. is sponsored by its controlling investor, Clearway Energy Group LLC. For more information, visit investor.clearwayenergy.com.

Safe Harbor Disclosure

This news release contains forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 potential

or anticipated benefits or effects of the Charter Amendment or the Class A Conversion, the tax consequences of the Class A Conversion

and other statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions

and future performance and condition.

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: unforeseen

or adverse changes in the capital markets generally or in trading conditions applicable to the Company’s securities; the impact

of the Class A Conversion on the Company’s ability to execute its capital allocation strategy; unanticipated costs or expenses

in connection with the Class A Conversion; potential litigation or other proceedings challenging the Charter Amendment or the Class A

Conversion; the effect of the announcement of the Charter Amendment on the trading prices of the Class A common stock and Class C

common stock; and risks related to the Company’s business, operations, financial condition and prospects.

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 news release should be considered in connection with information regarding risks and uncertainties that may affect the Company’s

future results included in its filings with the SEC at www.sec.gov. In addition, the Company makes available

free of charge at www.clearwayenergy.com, copies of materials it files with, or furnishes to, the SEC.

Contacts:

Investors:

Akil Marsh

investor.relations@clearwayenergy.com

609-608-1500

Jeanne Carr

MacKenzie Partners

jcarr@mackenziepartners.com

212-929-5916

Media:

Julia Poska

media@clearwayenergy.com

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+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration