Jennifer A. Hein

JENNIFER A. HEIN

7304 Rue Michael Office (760) 710-2187 La Jolla, California 92037 Mobile (760) 271-0307 [email protected]

NRG Energy, Inc. Carlsbad, California General Counsel, NRG Renew (2011-present) General Counsel, West Region (2010-2012)

Provide expert and strategic legal advice to senior management and project teams to capture emerging opportunities in the renewable energy industry within the U.S and international markets Advise clients in connection with mergers, acquisitions and dispositions in the renewable energy industry of assets under development or in operation, with focus on equity interest purchase agreements, third party consents and governmental approvals Draft and negotiate project documents such as power purchase agreements, leases, EPC agreements and O&M agreements Negotiate financing documents, including tax equity and sale-leaseback structures and debt financing Manage and supervise outside counsel within budgetary constraints Provide legal advice on issues identified by asset management in connection with operating projects

Leadership Development Activities

Accepted invitation to participate in NRG’s 2013 Senior Leadership Development Program Served as executive sponsor for NRG’s 2015 Leader’s Edge Program

Latham & Watkins LLP (2006-2010) Washington, D.C. Counsel, Project Development and Finance Group

Advised clients as to most favorable structure for power purchase agreements or alternatives, including physical sale (energy, capacity, ancillary services or renewable energy credits), physical option (call, put or variation thereof) or commodity-related financial transaction (swap, financially-settled call option or heat rate call option), in each case using appropriate documentation (proprietary form, EEI Master Power Purchase and Sale Agreement, or 1992 and 2002 ISDA Master Agreements, together with Credit Support Annex, North American Power Annex or U.S. Emissions Allowance Transaction Annex)

Advised developers and lenders in connection with renewable energy construction and financings, with focus on EPC Agreements, O&M Agreements, interconnection agreements, fuel supply agreements (natural gas, coal and oil), transportation agreements, transmission agreements, energy management agreements and supporting implementation agreements, security agreements, mortgages and pledge agreements, equity capital contribution agreements, guarantees, letters of credit and other credit support documents, interest rate hedges, consents, waivers, forbearance agreements and governmental approvals JENNIFER A. HEIN [email protected]

Advised clients in connection with mergers, acquisitions and dispositions in the power generation industry, with focus on asset purchase agreements, equity interest purchase agreements, third party consents and governmental approvals

Good Citizen of Latham Activities

Presented seminar at firm-wide meeting on commodity hedges and the ISDA Master Agreement Coordinated pro bono project entitled “Blueprint to Reform America’s Immigration Courts” Serve as mentor for junior associates and summer associates Serve as office representative on Women Enriching Business (WEB) Committee Lead annual career day event for DC high school students, involving clients as coaches

PG&E National Energy Group (NEG) (1998-2005) Bethesda, Maryland Assistant General Counsel

Reported to General Counsel and supervised and mentored four other attorneys Directly supported the President and Senior VP of Energy Trading Interfaced with personnel in trading, risk management, credit, asset management, finance and marketing Interfaced with administrators of real-time and day-ahead energy markets and forward capacity markets Negotiated power purchase agreements (energy, capacity and ancillary services) and tolling agreements Negotiated transactions relating to fuel supply (natural gas, coal and oil) for NEG’s generating assets Negotiated trading master agreements and netting agreements for both physical and financial transactions, including regional master agreements such as the WSPP Agreement and the ERCOT Agreement Negotiated transportation agreements and transmission agreements Oversaw pleadings in response to inquiries from governmental authorities (FERC, CFTC and DOJ) Attended ISO/RTO and other industry meetings to monitor relevant developments Managed and supervised outside counsel on certain litigation and regulatory matters Supervised manager of trade confirmation administrators Assisted with bankruptcy filings and liquidation of assets following cessation of trading operations Received Unsung Hero Award (1998)

Piper & Marbury L.L.P. (1992-1998) Washington, D.C. Associate, Corporate Department

Advised both banks and borrowers in connection with secured commercial lending transactions Advised acquirors in both stock and asset acquisitions Advised issuers in preferred stock transactions; Represented lenders in connection with SBA-guaranteed loans Represented issuer in initial public offering Assisted companies with general corporate requirements Served on hiring committee and as chair of summer recruiting program

2 JENNIFER A. HEIN [email protected]

EDUCATION

University of Virginia School of Law (JD 1992) President of Phi Delta Phi (Legal Ethics) College of the Holy Cross (BA 1989) Cum Laude

Commonwealth of Virginia (1992) District of Columbia (1993) California Registered In-House Counsel (2010)

COMMUNITY

President, San Diego Canoe and Kayak Team (June 2016-Present)