Item 1.01 Entry Into a Material Definitive Agreement.

On December 23, 2022, VP-Arica Parent Holdco LLC (the "Purchaser"), a subsidiary of Clearway Energy, Inc. (the "Company"), entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with VP-Arica CE Seller LLC (the "Seller"), an affiliate of Clearway Energy Group LLC. Pursuant to the terms of the Purchase Agreement, Purchaser will acquire from Seller 100% of the Class A membership interests in VP-Arica TargetCo LLC ("Target Company"), which owns two solar and energy storage projects located in California representing 649 megawatts of capacity, for a purchase price of approximately $227,754,913 million in cash, subject to customary working capital adjustments (the "Transaction"). Upon the closing of the Transaction, the Purchaser will own 40% of the limited liability company membership interests in the Target Company.

The Purchase Agreement contains customary representations and warranties and covenants made by the parties. Each of the Purchaser and the Seller are obligated, subject to certain limitations, to indemnify the other for certain customary and other specified matters, including breaches of representations and warranties, nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.

The closing of the Transaction is subject to customary closing conditions and certain third-party approvals. The Company expects the Transaction to close in the fourth quarter of 2023.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





 (d) Exhibits




Exhibit
No.                                         Document

  10.1†*       Membership Interest Purchase Agreement, dated as of December 23,
             2022, by and between VP-Arica CE Seller LLC and VP-Arica Parent Holdco
             LLC.
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 (the "SEC") upon request.
*   Certain portions of this Exhibit have been redacted pursuant to Item
    601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material
    and (ii) would likely cause competitive harm to the Company if publicly
    disclosed.  The Company agrees to furnish supplementally an unredacted copy
    of this Exhibit to the SEC upon request.

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