Material Agreement Form 8 K

As previously announced, Vistra Operations Company LLC, a Delaware limited liability company ("Parent") and an indirect wholly owned subsidiary of Vistra Corp., and Vistra Vision Holdings I LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent ("Vistra Vision Holdings"), entered into a Unit Purchase Agreement on September 18, 2024, with each of (i) VV Aggregator Holdings 1 LLC, a Delaware limited liability company, an affiliate of certain funds managed by Avenue Capital Management II, L.P. (collectively, "Avenue") (the "Original Avenue UPA"), and (ii) certain funds and accounts advised by Nuveen Asset Management, LLC (collectively, "Nuveen), pursuant to which, upon the terms and subject to the conditions thereof, Vistra Vision Holdings will purchase Avenue's and Nuveen's combined 15% equity interest in Vistra Vision LLC ("Vistra Vision"), a Delaware limited liability company (the "Transactions").

On November 17, 2024, Parent and Vistra Vision Holdings entered into a letter agreement with Avenue (the "Letter Agreement"), pursuant to which, upon the terms and subject to the conditions thereof, if Parent successfully prices at least $1.25 billion of notes though a private offering on or before December 20, 2024 (the "Financing Condition"), Vistra Vision Holdings and Avenue will amend and restate the Original Avenue UPA (the "A&R Avenue UPA") to provide that the full purchase price owed to Avenue, without any interest, shall be payable in a single installment on the closing of the Transactions, which is anticipated to be December 31, 2024. If the Financing Condition is not satisfied by December 20, 2024, the terms and conditions of the Original Avenue UPA shall remain in effect.

The foregoing description of the Letter Agreement, including the A&R Avenue UPA, does not purport to be complete and is qualified in its entirety by the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein. The Letter Agreement has been attached to provide investors with information regarding their terms. They are not intended to provide any other factual information about Vistra Corp., Parent, Vistra Vision Holdings or Vistra Vision. In particular, the representations, warranties and covenants of each party set forth in any of the Letter Agreement and, if entered into, the A&R Avenue UPA have been made only for the purposes of, and were and are solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure schedules made for the purposes of allocating contractual risk between the parties thereto instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Original Avenue UPA, the Letter Agreement and, if entered into, the A&R Avenue UPA.