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Item 6. EXHIBITS

14K characters. Original on sec.gov ·

Item 6. EXHIBITS

NumberDescriptionMethod of Filing
2.1Agreement and Plan of Merger dated as of December 6, 2022, by and among the Company, Merger Sub and Vivint.Incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on December 6, 2022.
3.1Series A Preferred Stock Certificate of Designation filed with the Secretary of the State of Delaware on March 9, 2023.Incorporated herein by reference to Exhibit 3.1 to the Registrant's current report on Form 8-K filed on March 10, 2023.
4.1Sixth Amendment to Second Amended and Restated Credit Agreement, dated as of February 14, 2023, by and among NRG Energy, Inc., its subsidiaries party thereto, the lenders and issuing banks party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as collateral trustee.Incorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on February 15, 2023.
4.2Seventh Amendment to Second Amended and Restated Credit Agreement, dated as of March 13, 2023, by and among NRG Energy, Inc., its subsidiaries party thereto, the lenders and issuing banks party thereto, Citicorp North America, Inc., as administrative agent and collateral agent, and Deutsche Bank Trust Company Americas, as collateral trustee.Filed herewith.
4.3Supplemental Indenture, dated March 9, 2023, among NRG Energy, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee, pertaining to the NotesIncorporated herein by reference to Exhibit 4.2 to the Registrant's current report on Form 8-K filed on March 10, 2023.
4.4Form of 7.000% Senior Secured First Lien Notes due 2033.Incorporated herein by reference to Exhibit 4.3 to the Registrant's current report on Form 8-K filed on March 10, 2023.
4.5Indenture, dated as of February 14, 2020, among APX Group, Inc., the guarantors party thereto and Wilmington Trust, National Association as trustee and collateral agent relating to APX Group, Inc.’s 6.75% Senior Secured Notes due 2027.Incorporated herein by reference to Exhibit 10.1 to Vivint Smart Home, Inc.'s Current Report on Form 8-K filed on February 19, 2020).
4.6Form of Note relating to APX Group, Inc.’s 6.75% Senior Secured Notes due 2027Included in Exhibit 4.5 above
4.7First Supplemental Indenture, dated as of May 6, 2020, among Vivint Smart Home, Inc., the indirect parent company of APX Group, Inc., and Wilmington Trust, National Association, as trustee relating to APX Group, Inc’s 6.75% Senior Secured Notes due 2027.Incorporated herein by reference to Exhibit 4.5 to Vivint Smart Home, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020
4.8Second Supplemental Indenture, dated as of May 13, 2020, among Vivint Amigo, Inc., Vivint Warranty and Home Insurance, LLC, and Wilmington Trust, National Association, as trustee relating to APX Group, Inc’s 6.75% Senior Secured Notes due 2027.Incorporated herein by reference to Exhibit 4.9 to Vivint Smart Home, Inc.'s Annual Report on Form 10-Kfiled on February 24, 2023
4.9Third Supplemental Indenture, dated as of June 29, 2022, among certain guaranteeing subsidiaries of Vivint Smart Home, Inc. and Wilmington Trust, National Association, as trustee relating to APX Group, Inc's 6.75% Senior Secured Notes 2027.Incorporated herein by reference to Exhibit 4.1 to Vivint Smart Home, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022
4.10Indenture, dated as of July 9, 2021, between APX Group, Inc., as the Issuer, the guarantors party hereto, and Wilmington Trust, National Association, as trustee, payment agent and registrar, relating to the Company's 5.75% Senior Notes due 2029.Incorporated herein by reference to Exhibit 10.1 to Vivint Smart Home, Inc.'s Current Report on Form 8-K filed on July 12, 2021
4.11Form of Note relating to APX Group, Inc.’s 5.75% Senior Notes due 2029.Included in Exhibit 4.10 above
4.12First Supplemental Indenture, dated as of June 29, 2022, among certain guaranteeing subsidiaries of Vivint Smart Home, Inc. and Wilmington Trust, National Association, as trustee relating to APX Group, Inc's 5.75% Senior Notes due 2029Incorporated herein by reference to Exhibit 4.2 to Vivint Smart Home, Inc.'s Quarterly Report on form 10-Q for the quarterly period ended June 30, 2022
4.13Second Amended and Restated Credit Agreement, dated as of July 9, 2021, among APX Group Holdings, Inc., as Holdings, APX Group, Inc., as the borrower, the guarantors party hereto from time to time, Bank of America, N.A., as administrative agent, swing line lender and an L/C issuer.Incorporated herein by reference to Exhibit 10.2 to Vivint Smart Home, Inc.'s Current Report on Form 8-K filed on July 12, 2021
10.1*Vivint Smart Home, Inc. 2020 Omnibus Incentive PlanIncorporated herein by reference to Exhibit 4.4 to Vivint's Post-Effective Amendment on Form S-8 to Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 24, 2020

Draft 4 04/21/2023

10.2*Vivint Smart Home, Inc. Long-Term Incentive Plan Relative Performance Stock Unit Agreement and Notice of Grant under the Vivint Smart Home, Inc. Omnibus Incentive Plan.Filed herewith.
10.3*Vivint Smart Home, Inc. Long-Term Incentive Plan Restricted Stock Unit Agreement and Notice of Grant under the Vivint Smart Home, Inc. Omnibus Incentive Plan.Filed herewith.
10.4*Amended and Restated Employee Stock Purchase PlanIncorporated herein by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed on May 2, 2023.
10.5*Retention letter, dated December 6, 2022, between Vivint Smart Home, Inc. and Rasesh Patel.Incorporated herein by reference to Exhibit 10.45 to Vivint Smart Home, Inc.'s Annual Report on Form 10-K for the annual period ended December 31, 2022.
10.6*Amended and Restated Employment Agreement, dated June 20, 2022, between Vivint Smart Home, Inc. and Rasesh PatelIncorporated by reference to Exhibit 10.5 to Vivint Smart Home, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022
22.1List of Guarantor SubsidiariesFiled herewith.
31.1Rule 13a-14(a)/15d-14(a) certification of Mauricio Gutierrez.Filed herewith.
31.2Rule 13a-14(a)/15d-14(a) certification of Alberto Fornaro.Filed herewith.
31.3Rule 13a-14(a)/15d-14(a) certification of Emily Picarello.Filed herewith.
32Section 1350 Certification.Furnished herewith.
101 INSInline XBRL Instance Document.The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101 SCHInline XBRL Taxonomy Extension Schema.Filed herewith.
101 CALInline XBRL Taxonomy Extension Calculation Linkbase.Filed herewith.
101 DEFInline XBRL Taxonomy Extension Definition Linkbase.Filed herewith.
101 LABInline XBRL Taxonomy Extension Label Linkbase.Filed herewith.
101 PREInline XBRL Taxonomy Extension Presentation Linkbase.Filed herewith.
104Cover Page Interactive Data File (the cover page interactive data file does not appear in Exhibit 104 because it's Inline XBRL tags are embedded within the Inline XBRL document).Filed herewith.
*Exhibit relates to compensation arrangements.

Draft 4 04/21/2023

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 thereunto duly authorized.

NRG ENERGY, INC. (Registrant)
/s/ MAURICIO GUTIERREZ
Mauricio Gutierrez
Chief Executive Officer (Principal Executive Officer)
/s/ ALBERTO FORNARO
Alberto Fornaro
Chief Financial Officer (Principal Financial Officer)
/s/ EMILY PICARELLO
Emily Picarello
Date: May 4, 2023Corporate Controller (Principal Accounting Officer)

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