0001047469-13-007134 Sample Contracts

NRG YIELD, INC., NRG YIELD LLC and NRG YIELD OPERATING LLC and NRG ENERGY, INC. as Manager
Management Services Agreement • June 21st, 2013 • NRG Yield, Inc. • Electric services • New York
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RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • June 21st, 2013 • NRG Yield, Inc. • Electric services • Delaware

THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2013, by and between NRG ENERGY, INC., a Delaware corporation (“NRG”), and NRG YIELD, INC., a Delaware corporation (the “Yield”). NRG and Yield are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

INDEMNIFICATION AGREEMENT dated as of , 2013 (as supplemented, waived or amended from time to time, this “Agreement”), between NRG Yieldco, Inc., a Delaware corporation (the “Company”), and , a natural person (“Indemnitee”).
Indemnification Agreement • June 21st, 2013 • NRG Yield, Inc. • Electric services • Delaware

WHEREAS, the Board of Directors of the Company (the “Board”) is aware that the Company needs to attract and retain qualified persons as directors and officers of the Company, in accordance with the best interests of the Company’s stockholders, and that the Company should act to assure such persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and

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