Robert C. Flexon

Form of Non-Qualified Stock Option Award Agreement (Ceo) (May 5th, 2017)

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this "Agreement") is made as of the 1 day of March, 2017, between DYNEGY INC., a Delaware corporation ("Dynegy"), and all of its Affiliates (collectively, the "Company"), and Robert Flexon ("Employee"). A copy of the Dynegy Inc. 2012 Long Term Incentive Plan (the "Plan") is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

Form of Stock Unit Award Agreement (Ceo) (May 5th, 2017)

THIS STOCK UNIT AWARD AGREEMENT (this "Agreement") is made as of the 1 day of March, 2017, between DYNEGY INC., a Delaware corporation ("Dynegy"), and all of its Affiliates (collectively, the "Company"), and Robert Flexon (the "Employee"). A copy of the Amended and Restated Dynegy Inc. 2012 Long Term Incentive Plan (the "Plan") is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

Form of Performance Award Agreement (Ceo) (May 5th, 2017)

THIS PERFORMANCE AWARD AGREEMENT (this "Agreement") is made as of the 1 day of March, 2017, between DYNEGY INC., a Delaware corporation ("Dynegy"), and all of its Affiliates (collectively, the "Company"), and Robert Flexon ("Employee"). A copy of the Amended and Restated Dynegy Inc. 2012 Long Term Incentive Plan (the "Plan") is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

ASSET PURCHASE AGREEMENT by and Among AES Ohio Generation, LLC and the Dayton Power and Light Company as Seller Parties and Dynegy Zimmer, LLC and Dynegy Miami Fort, LLC as Buyers Dated as of April 21, 2017 (April 24th, 2017)

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of April 21, 2017, is entered into by and among (i) The Dayton Power and Light Company, an Ohio corporation (DP&L), and AES Ohio Generation, LLC, an Ohio limited liability company (AES Ohio), on the one hand, and (ii) Dynegy Zimmer, LLC, a Delaware limited liability company (Zimmer Buyer), and Dynegy Miami Fort, LLC, a Delaware limited liability company (MF Buyer and together with Zimmer Buyer, the Buyers and each, individually, a Buyer), on the other hand. AES Ohio, DP&L and each Buyer are herein referred to individually as a Party and collectively as the Parties. Prior to the consummation of the Restructuring (as defined below), DP&L shall be deemed to be Seller as used herein and, from and after the consummation of the Restructuring and notification by DP&L to Buyers of same prior to Closing (unless otherwise determined by DP&L in its sole discretion pursuant to Section 2.1), AES Ohio shall be deemed to be Seller as used her

ASSET PURCHASE AGREEMENT by and Between AEP Generation Resources Inc. As Seller and Dynegy Zimmer, LLC as Buyer Dated as of February 23, 2017 (February 28th, 2017)

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of February 23, 2017, is entered into by and between AEP Generation Resources Inc., a Delaware corporation (Seller), and Dynegy Zimmer, LLC, a Delaware limited liability company (Buyer). Seller and Buyer are herein referred to individually as a Party and collectively as the Parties.

ASSET PURCHASE AGREEMENT by and Between Dynegy Conesville, LLC as Seller and AEP Generation Resources Inc. As Buyer Dated as of February 23, 2017 (February 28th, 2017)

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of February 23, 2017, is entered into by and between Dynegy Conesville, LLC, a Delaware limited liability company (Seller), and AEP Generation Resources Inc., a Delaware corporation (Buyer). Seller and Buyer are herein referred to individually as a Party and collectively as the Parties.

Investor Rights Agreement (February 8th, 2017)

This Investor Rights Agreement (this Agreement) is made and entered into as of February 7, 2017, by and between Dynegy Inc., a Delaware corporation (Dynegy), and Terawatt Holdings, LP, a Delaware limited partnership (Purchaser and, together with Dynegy, the Parties).

First Amendment to Amended and Restated Stock Purchase Agreement (February 8th, 2017)

This First Amendment to Amended and Restated Stock Purchase Agreement (this Amendment) is made and entered into as of January 24, 2017, by and among Atlas Power Finance, LLC, a Delaware limited liability company (Purchaser), GDF SUEZ Energy North America, Inc., a Delaware corporation (the Company), and International Power, S.A., a societe anonyme under the laws of Belgium (Seller). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement (as defined below).

Amendment to Restructuring Support Agreement (November 2nd, 2016)

This AMENDMENT, dated as of October 21, 2016 (this "Amendment"), to that certain Restructuring Support Agreement, dated as of October 14, 2016 (as amended, supplemented or otherwise modified from time to time, the "RSA"), is entered into by and among Illinois Power Generating Company ("Genco"), Dynegy Inc. ("Dynegy") and the undersigned Noteholders (as defined in the RSA) party to the RSA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the RSA.

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among Elwood Expansion Holdings, LLC, Elwood Energy Holdings, LLC, Elwood Energy Holdings II, LLC, and Tomcat Power, LLC, as the Sellers, and J-Power USA Development Co., Ltd., as the Purchaser (August 4th, 2016)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is dated as of August 3, 2016, and is by and among Elwood Expansion Holdings, LLC, a Delaware limited liability company (the Expansion Seller), Elwood Energy Holdings, LLC, a Delaware limited liability company (the Elwood Seller I), Tomcat Power, LLC, a Delaware limited liability company (the O&M Seller), Elwood Energy Holdings II, LLC, a Delaware limited liability company (the Elwood Seller II, together with the Expansion Seller, the Elwood Seller I and the O&M Seller, the Tier One Sellers or the Sellers), and J-POWER USA Development Co., Ltd., a Delaware corporation (the Purchaser). Each of the Expansion Seller, the Elwood Seller I, the O&M Seller, the Elwood Seller II and the Purchaser is, individually, a Party, and, collectively, they are referred to as the Parties.

Limited Guarantee (June 28th, 2016)

This limited guarantee (Guarantee) dated as of June 27, 2016, of Dynegy Inc., a corporation organized under the laws of the State of Delaware (Guarantor), is for the benefit of and delivered to GDF SUEZ Energy North America, Inc., a Delaware corporation (Company).

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT BY AND AMONG ATLAS POWER FINANCE, LLC, as Purchaser GDF SUEZ ENERGY NORTH AMERICA, INC., as the Company AND INTERNATIONAL POWER, S.A., as Seller June 27, 2016 (June 28th, 2016)

This STOCK PURCHASE AGREEMENT (the Agreement), dated as of June 27, 2016, is entered into by and among Atlas Power Finance, LLC, a Delaware limited liability company (Purchaser), GDF SUEZ Energy North America, Inc., a Delaware corporation (the Company), and International Power, S.A., a societe anonyme under the laws of Belgium (Seller).

June 27, 2016 (June 28th, 2016)

Re: Amended and Restated Stock Purchase Agreement, dated as of the date hereof, by and among Atlas Power Finance, LLC, GDF SUEZ Energy North America, Inc. and International Power, S.A.

Amended and Restated Interim Sponsors Agreement (June 28th, 2016)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of ATLAS POWER, LLC, a Delaware limited liability company (the Company), dated and effective as of [*] (the Effective Date), is made and entered into by and among:

First Supplemental Indenture Dated as of June 21, 2016 to the Indenture Dated as of June 21, 2016 (June 21st, 2016)

FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of June 21, 2016, between Dynegy Inc., a Delaware corporation (the Company), and Wilmington Trust, National Association as trustee (the Trustee), supplements the indenture, dated as of June 21, 2016, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the Base Indenture and together with the Supplemental Indenture, the Indenture).

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 (June 21st, 2016)

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).

INDENTURE Dated as of June 21, 2016 (June 21st, 2016)

INDENTURE, dated as of June 21, 2016, by and between Dynegy Inc., a Delaware corporation, and Wilmington Trust, National Association, as Trustee (as defined below).

Amended and Restated Interim Sponsors Agreement (June 15th, 2016)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement) of ATLAS POWER, LLC, a Delaware limited liability company (the Company), dated and effective as of [*] (the Effective Date), is made and entered into by and among:

Form of Performance Award Agreement (Ceo) (March 14th, 2016)

THIS PERFORMANCE AWARD AGREEMENT (this "Agreement") is made as of the 8th day of March, 2016, between DYNEGY INC., a Delaware corporation ("Dynegy"), and all of its Affiliates (collectively, the "Company"), and Robert Flexon ("Employee"). A copy of the Dynegy Inc. 2012 Long Term Incentive Plan (the "Plan") is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

Form of Stock Unit Award Agreement (Ceo) (March 14th, 2016)

THIS STOCK UNIT AWARD AGREEMENT (this "Agreement") is made as of the 8th day of March, 2016, between DYNEGY INC., a Delaware corporation ("Dynegy"), and all of its Affiliates (collectively, the "Company"), and Robert Flexon (the "Employee"). A copy of the Dynegy Inc. 2012 Long Term Incentive Plan (the "Plan") is annexed to this Agreement and shall be deemed a part hereof as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined in this Agreement but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

Form of Non-Qualified Stock Option Award Agreement (Ceo) (March 14th, 2016)

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this "Agreement") is made as of the 8th day of March, 2016, between DYNEGY INC., a Delaware corporation ("Dynegy"), and all of its Affiliates (collectively, the "Company"), and Robert Flexon ("Employee"). A copy of the Dynegy Inc. 2012 Long Term Incentive Plan (the "Plan") is annexed to this Agreement and shall be deemed a part of this Agreement as if fully set forth herein. Unless the context otherwise requires, all terms that are not defined herein but which are defined in the Plan shall have the same meaning given to them in the Plan when used herein.

Limited Guarantee (March 1st, 2016)

This limited guarantee ("Guarantee") dated February 24, 2016, of Dynegy Inc., a corporation organized under the laws of the State of Delaware ("Guarantor"), is for the benefit of and delivered to GDF SUEZ Energy North America, Inc., a Delaware corporation ("Company").

Agreement to Sell and Purchase (March 1st, 2016)

This STOCK PURCHASE AGREEMENT, dated as of February 24, 2016 (this "Agreement"), is entered into by and between Dynegy Inc., a Delaware corporation ("Dynegy"), and Terawatt Holdings, LP, a Delaware limited partnership ("Purchaser" and together with Dynegy, the "Parties").

Interim Sponsors Agreement (March 1st, 2016)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of ATLAS POWER, LLC, a Delaware limited liability company (the "Company"), dated and effective as of [*] (the "Effective Date"), is made and entered into by and among:

February 24, 2016 (March 1st, 2016)

Stock Purchase Agreement, dated as of the date hereof, by and among Atlas Power Finance, LLC, GDF SUEZ Energy North America, Inc. and International Power, S.A.

February 24, 2016 (March 1st, 2016)

Re: Stock Purchase Agreement, dated as of the date hereof, by and among Atlas Power Finance, LLC, GDF SUEZ Energy North America, Inc. and International Power, S.A.

STOCK PURCHASE AGREEMENT BY AND AMONG ATLAS POWER FINANCE, LLC, as Purchaser GDF SUEZ ENERGY NORTH AMERICA, INC., as the Company AND INTERNATIONAL POWER, S.A., as Seller February 24, 2016 (March 1st, 2016)

This STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of February 24, 2016, is entered into by and among Atlas Power Finance, LLC, a Delaware limited liability company ("Purchaser"), GDF SUEZ Energy North America, Inc., a Delaware corporation (the "Company"), and International Power, S.A., a "societe anonyme" under the laws of Belgium ("Seller").

Fifth Supplemental Indenture Subsidiary Guarantee (November 5th, 2015)

FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of September 21, 2015, among Sithe/Independence Power Partners, L.P., a Delaware limited partnership (the "Guaranteeing Subsidiary") and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the "Trustee").

Fifth Supplemental Indenture (November 5th, 2015)

FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of September 21, 2015, among Sithe/Independence Power Partners, L.P., a Delaware limited partnership (the "Guaranteeing Subsidiary") and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to herein (the "Trustee").

Fifth Supplemental Indenture Subsidiary Guarantee (November 5th, 2015)

FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of September 21, 2015, among Sithe/Independence Power Partners, L.P., a Delaware limited partnership (the "Guaranteeing Subsidiary") and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the "Trustee").

Amendment to Non-Qualified Stock Option Award Agreement (November 5th, 2015)

WHEREAS, Dynegy Inc. (the "Company") sponsors the Dynegy Inc. 2012 Long Term Incentive Plan (the "Plan") for the benefit of eligible employees; and

Fifth Supplemental Indenture Subsidiary Guarantee (November 5th, 2015)

FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of September 21, 2015, among Sithe/Independence Power Partners, L.P., a Delaware limited partnership (the "Guaranteeing Subsidiary") and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the "Trustee").

Fourth Supplemental Indenture (August 7th, 2015)

FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 11, 2015, among Dynegy Resource Holdings, LLC, a Delaware limited liability company (the "Guaranteeing Subsidiary") and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to herein (the "Trustee").

Fourth Supplemental Indenture Subsidiary Guarantee (August 7th, 2015)

FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 11, 2015, among Dynegy Resource Holdings, LLC, a Delaware limited liability company (the "Guaranteeing Subsidiary") and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the "Trustee").

Fourth Supplemental Indenture Subsidiary Guarantee (August 7th, 2015)

FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 11, 2015, among Dynegy Resource Holdings, LLC, a Delaware limited liability company (the "Guaranteeing Subsidiary") and a wholly-owned domestic subsidiary of Dynegy Inc. (or its permitted successor), a Delaware corporation (the "Company"), the Company, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the indenture referred to below (the "Trustee").