0001104659-16-128637 Sample Contracts

PURCHASE CONTRACT AGREEMENT Dated as of June 21, 2016 Between DYNEGY INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Purchase Contract Agent and as Trustee under the Indenture referred to herein
Purchase Contract Agreement • June 21st, 2016 • Dynegy Inc. • Electric services • New York

PURCHASE CONTRACT AGREEMENT, dated as of June 21, 2016, between Dynegy Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association, acting as Purchase Contract Agent (as defined herein) and attorney-in-fact for the Holders (as defined herein) of Purchase Contracts (as defined herein) from time to time and as Trustee (as defined herein).

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DYNEGY INC. 4,000,000 7.00% Tangible Equity Units UNDERWRITING AGREEMENT
Underwriting Agreement • June 21st, 2016 • Dynegy Inc. • Electric services • New York

Each Security has a stated amount of $100.00 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to deliver on July 1, 2019, subject to postponement in certain circumstances and subject to any early settlement or redemption of such Purchase Contract pursuant to the provisions thereof and of the purchase contract agreement (the “Purchase Contract Agreement”), to be dated as of the Closing Date (as defined herein), among the Company, Wilmington Trust, National Association, as purchase contract agent (the “Purchase Contract Agent”), Wilmington Trust, National Association, as attorney-in-fact for the holders of the Purchase Contracts from time to time, and Wilmington Trust, National Association, as trustee (the “Trustee”), a number of shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), determined pursuant to the terms of the Purchase Contr

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