Form 8-K

8-K — NEXTERA ENERGY INC

Accession: 0001104659-26-063001

Filed: 2026-05-18

Period: 2026-05-15

CIK: 0000753308

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2614888d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2614888d1_ex2-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2614888d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2614888d1_ex99-2.htm)

GRAPHIC (tm2614888d1_ex99-1img001.jpg)

GRAPHIC (tm2614888d1_ex99-1img002.jpg)

GRAPHIC (tm2614888d1_ex99-2img001.jpg)

GRAPHIC (tm2614888d1_ex99-2img002.jpg)

GRAPHIC (tm2614888d1_ex99-2img003.jpg)

GRAPHIC (tm2614888d1_ex99-2img004.jpg)

GRAPHIC (tm2614888d1_ex99-2img005.jpg)

GRAPHIC (tm2614888d1_ex99-2img006.jpg)

GRAPHIC (tm2614888d1_ex99-2img007.jpg)

GRAPHIC (tm2614888d1_ex99-2img008.jpg)

GRAPHIC (tm2614888d1_ex99-2img009.jpg)

GRAPHIC (tm2614888d1_ex99-2img010.jpg)

GRAPHIC (tm2614888d1_ex99-2img011.jpg)

GRAPHIC (tm2614888d1_ex99-2img012.jpg)

GRAPHIC (tm2614888d1_ex99-2img013.jpg)

GRAPHIC (tm2614888d1_ex99-2img014.jpg)

GRAPHIC (tm2614888d1_ex99-2img015.jpg)

GRAPHIC (tm2614888d1_ex99-2img016.jpg)

GRAPHIC (tm2614888d1_ex99-2img017.jpg)

GRAPHIC (tm2614888d1_ex99-2img018.jpg)

GRAPHIC (tm2614888d1_ex99-2img019.jpg)

GRAPHIC (tm2614888d1_ex99-2img020.jpg)

GRAPHIC (tm2614888d1_ex99-2img021.jpg)

GRAPHIC (tm2614888d1_ex99-2img022.jpg)

GRAPHIC (tm2614888d1_ex99-2img023.jpg)

GRAPHIC (tm2614888d1_ex99-2img024.jpg)

GRAPHIC (tm2614888d1_ex99-2img025.jpg)

GRAPHIC (tm2614888d1_ex99-2img026.jpg)

GRAPHIC (tm2614888d1_ex99-2img027.jpg)

GRAPHIC (tm2614888d1_ex99-2img028.jpg)

GRAPHIC (tm2614888d1_ex99-2img029.jpg)

GRAPHIC (tm2614888d1_ex99-2img030.jpg)

GRAPHIC (tm2614888d1_ex99-2img031.jpg)

GRAPHIC (tm2614888d1_ex99-2img032.jpg)

GRAPHIC (tm2614888d1_ex99-2img033.jpg)

GRAPHIC (tm2614888d1_ex99-2img034.jpg)

GRAPHIC (tm2614888d1_ex99-2img035.jpg)

GRAPHIC (tm2614888d1_ex99-2img036.jpg)

GRAPHIC (tm2614888d1_ex99-2img037.jpg)

GRAPHIC (tm2614888d1_ex99-2img038.jpg)

GRAPHIC (tm2614888d1_ex99-2img039.jpg)

GRAPHIC (tm2614888d1_ex99-2img040.jpg)

GRAPHIC (tm2614888d1_ex99-2img041.jpg)

GRAPHIC (tm2614888d1_ex99-2img042.jpg)

GRAPHIC (tm2614888d1_ex99-2img043.jpg)

GRAPHIC (tm2614888d1_ex99-2img044.jpg)

GRAPHIC (tm2614888d1_ex99-2img045.jpg)

GRAPHIC (tm2614888d1_ex99-2img046.jpg)

GRAPHIC (tm2614888d1_ex99-2img047.jpg)

GRAPHIC (tm2614888d1_ex99-2img048.jpg)

GRAPHIC (tm2614888d1_ex99-2img049.jpg)

GRAPHIC (tm2614888d1_ex99-2img050.jpg)

GRAPHIC (tm2614888d1_ex99-2img051.jpg)

GRAPHIC (tm2614888d1_ex99-2img052.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2614888d1_8k.htm · Sequence: 1

false

0000753308

2026-05-15

0000753308

NEE:CommonStock0.01ParValueMember

2026-05-15

0000753308

NEE:Sec7.299CorporateUnitsMember

2026-05-15

0000753308

NEE:Sec7.234CorporateUnitsMember

2026-05-15

0000753308

NEE:Sec7.375CorporateUnitsMember

2026-05-15

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest

event reported: May 15, 2026

Commission

File

Number

Exact name of registrant as specified in its

charter, address of principal executive offices and

registrant's telephone number

IRS Employer

Identification

Number

1-8841

NEXTERA ENERGY, INC.

59-2449419

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4000

State or other jurisdiction of incorporation or

organization: Florida

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 Par Value

NEE

New York Stock Exchange

7.299% Corporate Units

NEE.PRS

New York Stock Exchange

7.234% Corporate Units

NEE.PRT

New York Stock Exchange

7.375% Corporate Units

NEE.PRV

New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

SECTION 1 – REGISTRANT’S BUSINESS

AND OPERATIONS

Item 1.01 Entry into a Material Definitive

Agreement

On May 15, 2026, NextEra Energy,

Inc., a Florida corporation (“NextEra Energy”), WG Development Corp., a Virginia corporation and direct wholly owned subsidiary

of NextEra Energy (“Merger Sub Corp”), CS Holdco, LLC, a Virginia limited liability company and direct wholly owned subsidiary

of NextEra Energy (“LLC Sub”), and Dominion Energy, Inc., a Virginia corporation (“Dominion Energy”), entered

into an Agreement and Plan of Merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the

Merger Agreement, (i) Merger Sub Corp will merge with and into Dominion Energy, with Dominion Energy as the surviving corporation (the

“Surviving Corporation”) and a wholly owned subsidiary of NextEra Energy (the “First Merger”), and (ii) immediately

following the First Merger, the Surviving Corporation will merge with and into LLC Sub, with LLC Sub as the surviving entity (the “Surviving

Entity”) and a wholly owned subsidiary of NextEra Energy (the “Second Merger” and, together with the First Merger, the

“Mergers”). The First Merger will become effective at the time the Clerk of the Virginia State Corporation Commission issues

a certificate of merger with respect to the articles of merger pertaining to the First Merger or at such later time as may be agreed by

NextEra Energy and Dominion Energy in writing and specified in such articles of merger (such time, as applicable, the “Effective

Time”).

Under the terms of the Merger

Agreement and the applicable Plan of Merger (as defined below) and as more fully described below, at the Effective Time: (a) each share

of common stock, no par value, of Dominion Energy (“Dominion Energy Common Stock”) issued and outstanding immediately prior

to the Effective Time (other than shares to be cancelled, as described below) will be cancelled and cease to exist, and each such share

will be automatically converted into the right to receive (i) its pro rata share of an aggregate amount equal to $360 million in cash,

without interest, and (ii) 0.8138 shares of common stock, par value $0.01 per share, of NextEra Energy (“NextEra Energy Common Stock”);

(b) each share of Dominion Energy Common Stock owned by NextEra Energy or Dominion Energy, or by any wholly owned subsidiary of NextEra

Energy (including Merger Sub Corp) or Dominion Energy will be cancelled and will cease to exist, and no consideration will be delivered

in exchange therefor; and (c) each share of capital stock of Merger Sub Corp issued and outstanding immediately prior to the Effective

Time will be converted into one share of capital stock of the Surviving Corporation. At the effective time of the Second Merger (the “Second

Effective Time”), (i) each share of capital stock of the Surviving Corporation issued and outstanding immediately prior to the Second

Effective Time will be cancelled without any conversion thereof and no consideration will be delivered in exchange therefor and (ii) the

membership interests of LLC Sub will be unaffected by the Second Merger and will remain outstanding as membership interests of the Surviving

Entity. The Merger Agreement also specifies the treatment of Dominion Energy’s outstanding equity awards in connection with the

Mergers.

The board of directors of

NextEra Energy (the “Board”) unanimously has (i) approved the Merger Agreement, the plans of merger attached thereto (the

“Plans of Merger”) and the transactions contemplated thereby, including the Mergers (the “Transactions”), (ii)

directed that the issuance of NextEra Energy Common Stock in connection with the First Merger (the “Share Issuance”) be submitted

to the holders of NextEra Energy Common Stock for their consideration and (iii) resolved to recommend that NextEra Energy’s shareholders

approve the Share Issuance.

NextEra Energy and Dominion

Energy have agreed to certain governance-related matters. NextEra Energy will cause the Board to take all necessary action as soon as

practical after the Effective Time to cause the Board to consist of 14 members, and to appoint four mutually agreeable members of Dominion

Energy’s current board of directors or executive management, one of which will be Dominion Energy’s current chief executive

officer, as directors to serve on the Board. Following the Effective Time, NextEra Energy will maintain Dominion Energy’s current

headquarters in Richmond, Virginia and an operating headquarters in Cayce, South Carolina.

Under the terms of the Merger

Agreement, Dominion Energy is required to redeem all of its currently issued and outstanding 4.35% Series C Fixed-Rate Reset Cumulative

Redeemable Perpetual Preferred Stock prior to the Effective Time if the Effective Time occurs after January 15, 2027.

The closing of the First Merger

is subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) approval of the Merger Agreement

and the Plan of Merger with respect to the First Merger by the affirmative vote of the holders of a majority of the outstanding shares

of Dominion Energy Common Stock represented in person or by proxy and entitled to vote thereon (the “Dominion Energy Shareholder

Approval”), (ii) approval of the Share Issuance by the affirmative vote of the holders of a majority of the votes cast by the holders

of the outstanding shares of NextEra Energy Common Stock represented in person or by proxy and entitled to vote thereon, in accordance

with the rules and regulations of the New York Stock Exchange (the “NYSE”) (the “NextEra Energy Shareholder Approval”

and, together with the Dominion Energy Shareholder Approval, the “Shareholder Approvals”), (iii) the expiration or termination

of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”),

(iv) Dominion Energy and NextEra Energy obtaining specified consents of or under (a) the HSR Act, (b) the Federal Energy Regulatory Commission,

(c) the U.S. Nuclear Regulatory Commission, (d) the Virginia State Corporation Commission, (e) the North Carolina Utilities Commission

and (f) the Public Service Commission of South Carolina (collectively, the “Regulatory Clearances”), in each case, without

the imposition, individually or in the aggregate, of a Burdensome Condition (as defined in the Merger Agreement), (v) the absence of legal

restraints prohibiting the First Merger, (vi) approval for listing on the NYSE of the shares of NextEra Energy Common Stock to be issued

in connection with the Transactions, (vii) the initial and continued effectiveness of the registration statement on Form S-4 that includes

the joint proxy statement/prospectus described below, (viii) the accuracy of each party’s representations and warranties (subject

to certain materiality and knowledge qualifiers) and compliance by each party with its covenants under the Merger Agreement in all material

respects and (ix) absence of a material adverse effect on either Dominion Energy or NextEra Energy.

The Merger Agreement contains

customary representations and warranties for a transaction of this nature. The Merger Agreement also contains customary covenants of NextEra

Energy and Dominion Energy, including pre-closing covenants to refrain from taking certain actions without the consent of the other party

and relating to conducting their respective businesses in the ordinary course consistent with past practice. NextEra Energy and Dominion

Energy have also agreed, subject to the terms and conditions set forth in the Merger Agreement, to use their reasonable best efforts to

obtain all consents and permits from governmental authorities (including all necessary regulatory clearances) or any other person necessary

to consummate the Transactions; provided, that neither NextEra Energy nor Dominion Energy is required to agree to or take any action that

would constitute a Burdensome Condition.

The Merger Agreement provides

that, from the date of the Merger Agreement, each of NextEra Energy and Dominion Energy will be subject to certain restrictions on its

ability to solicit an alternative Parent Acquisition Proposal or Company Acquisition Proposal (each as defined in the Merger Agreement),

respectively, from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding

alternative Parent Acquisition Proposals or Company Acquisition Proposals, as applicable, subject to customary exceptions.

The Merger Agreement contains

customary termination rights for each of NextEra Energy and Dominion Energy, including, among others, (1) if the First Merger has not

been consummated by November 15, 2027, which date is extendable to August 15, 2028 if specified conditions relating to the Regulatory

Clearances, the absence of a Burdensome Condition or the absence of certain governmental orders have not been satisfied, (2) if either

of the required Shareholder Approvals is not obtained or (3) upon a change of recommendation or a material breach by the other party,

in each case, on the terms set forth in the Merger Agreement.

In certain circumstances in

connection with or following termination of the Merger Agreement, including, without limitation, (1) upon a termination to enter into

a definitive agreement for a superior proposal, (2) following a change of recommendation by Dominion Energy’s board of directors,

or (3) upon the entry into an alternative transaction within 12 months following the public announcement or disclosure of another bona

fide acquisition proposal with respect to Dominion Energy prior to such termination (where such termination is due to a failure to obtain

the Dominion Energy Shareholder Approval or certain breaches of the Merger Agreement by Dominion Energy), Dominion Energy will be required

to pay NextEra Energy a termination fee of $2.24 billion, and in comparable reciprocal circumstances, NextEra Energy will be required

to pay Dominion Energy a termination fee of $6.52 billion. In other specified circumstances where the Merger Agreement is terminated and

such termination results from the failure of one or more specified conditions relating to or involving certain regulatory matters having

been satisfied or waived, NextEra Energy will be required to pay Dominion Energy a termination fee of $4.83 billion.

The foregoing description

is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report

on Form 8-K (this “Report”) and incorporated herein by reference.

The representations, warranties

and covenants contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations,

warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by (a) matters specifically

disclosed in any reports filed by NextEra Energy or Dominion Energy with the Securities and Exchange Commission (the “SEC”)

prior to the date of the Merger Agreement (subject to certain exceptions) and (b) confidential disclosures made in confidential disclosure

letters delivered in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement

that may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other

date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating contractual

risk between the parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included with this Report only

to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual

information regarding the parties thereto or their respective businesses. Investors should not rely on the representations, warranties

and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger

Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations

and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in NextEra

Energy’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other

information regarding NextEra Energy and Dominion Energy that is or will be contained in, or incorporated by reference into, the Annual

Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that NextEra Energy or Dominion Energy files with the SEC.

SECTION 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On May 18, 2026,

NextEra Energy and Dominion Energy issued a joint press release announcing the entry into the Merger Agreement. A copy of the press release

is attached as Exhibit 99.1 to this Report and is incorporated by reference herein.

On May 18, 2026,

in connection with the announcement of the Merger Agreement, NextEra Energy and Dominion Energy intend to hold a joint conference call

available to investors and the public. Details for accessing the conference call can be found in the press release attached as Exhibit

99.1 hereto. An investor presentation for reference during such call is attached as Exhibit 99.2 to this Report and is incorporated by

reference herein.

The information

contained in Item 7.01 of this Report, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information

contained in Item 7.01 of this Report, including Exhibit 99.1 and Exhibit 99.2, shall not be incorporated by reference into any filing

of NextEra Energy, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing,

unless expressly incorporated by specific reference to such filing.

Forward-Looking Statements

This Report includes

“forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform

Act of 1995. All statements other than statements of historical fact included or incorporated by reference in this Report, including,

among other things, statements regarding the proposed business combination transaction between NextEra Energy and Dominion Energy and

future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed Transactions,

the anticipated impact of the proposed Transactions on the combined company’s business and future financial and operating results,

the anticipated closing date for the proposed Transactions and other aspects of NextEra Energy’s or Dominion Energy’s operations

or operating results are forward-looking statements. Words and phrases such as “ambition,” “anticipate,” “estimate,”

“believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,”

“potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,”

“objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,”

“effort,” “target,” the negative of such terms or other variations thereof and words and terms of similar substance

used in connection with any discussion of future plans, actions or events can be used to identify forward-looking statements. Where, in

any forward-looking statement, NextEra Energy or Dominion Energy expresses an expectation or belief as to future results, such expectation

or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. Any forward-looking

statement is not a guarantee of future performance, outcomes or results and is subject to numerous risks, uncertainties and other factors,

many of which are beyond NextEra Energy’s or Dominion Energy’s control, that could cause actual performance, outcomes or results

to differ materially from what is expressed or implied in the forward-looking statement.

These factors include

a failure by NextEra Energy to successfully integrate Dominion Energy’s businesses and technologies, which may result in the combined

company not operating as effectively and efficiently as expected; the risk that the expected benefits of the proposed Transactions may

not be fully realized or may take longer to realize than expected; each party’s ability to obtain the approval of its shareholders

required to consummate the proposed Transactions and the timing of the closing of the proposed Transactions, including the risk that the

conditions to closing are not satisfied on a timely basis or at all or the failure of the Transactions to close for any other reason or

to close on the anticipated terms, including with the anticipated tax treatment; the risk that any governmental or regulatory approval,

consent or authorization that may be required for the proposed Transactions is not obtained, is delayed or is obtained subject to conditions

that are not anticipated or that cause the termination of the Merger Agreement and abandonment of the Transactions; the occurrence of

any event, change or other circumstance that could give rise to the termination of the Merger Agreement by either party; the risk that

certain provisions in the Merger Agreement or the pendency of the Transactions may impact either party’s ability to pursue certain

business opportunities or strategic transactions; unanticipated difficulties, liabilities or expenditures relating to the Transactions,

including the impact of potential litigation relating to the Transactions; the effect of the announcement, pendency or completion of the

proposed Transactions on the parties’ business relationships and business operations generally, including the parties’ relationship

with regulators, suppliers, vendors and customers; the effect of the announcement or pendency of the proposed Transactions on the parties’

common stock prices and uncertainty as to the long-term value of either party’s common stock; risks that the proposed Transactions

disrupt either party’s current plans and operations, including due to the diversion of the attention of management from ordinary

course business operations, and potential difficulties in hiring or retaining employees as a result of the proposed Transactions; any

rating agency actions; and the impact of the announcement or pendency of the proposed Transactions on either party’s ability to

access capital, including the short- and long-term debt markets, on a timely and affordable basis; general worldwide economic conditions

and related uncertainties; the effect and timing of changes in laws or in governmental regulations (including environmental); fluctuations

in trading prices of securities of NextEra Energy and in the financial results of NextEra Energy or Dominion Energy; and the timing and

extent of changes in interest rates, commodity prices and demand and market prices for electricity or gas. The registration statement

on Form S-4 and joint proxy statement/prospectus that will be filed with the SEC will describe additional risks in connection with the

proposed Transactions. While the list of factors presented here is, and the list of factors to be presented in the registration statement

on Form S-4 and joint proxy statement/prospectus are considered representative, no such list should be considered to be a complete statement

of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially

from those described in the forward-looking statements, please refer to NextEra Energy’s and Dominion Energy’s respective

periodic reports and other filings with the SEC, including the risk factors contained in NextEra Energy’s and Dominion Energy’s

most recently filed Annual Reports on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q.

Any forward-looking

statements included in this Report represent current expectations and are inherently uncertain and are made only as of the date hereof

(or, if applicable, the dates indicated in such statement). Except as required by law, neither NextEra Energy nor Dominion Energy undertakes

or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events

or circumstances or otherwise.

No Offer or Solicitation

This Report is

not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation

of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities

shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Transactions and Where to Find

In connection with

the proposed Transactions, NextEra Energy intends to file with the SEC a registration statement on Form S-4 that will include a joint

proxy statement of NextEra Energy and Dominion Energy that also constitutes a prospectus of NextEra Energy. Each of NextEra Energy and

Dominion Energy may also file other relevant documents with the SEC regarding the proposed Transactions. This Report is not a substitute

for the joint proxy statement/prospectus or registration statement or any other document that NextEra Energy or Dominion Energy may file

with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of NextEra Energy

and Dominion Energy. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, AND

ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND

IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXTERA ENERGY, DOMINION

ENERGY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

Investors and security

holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (if and when available)

and other documents containing important information about NextEra Energy, Dominion Energy and the proposed Transactions, once such documents

are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by NextEra

Energy will be available free of charge on NextEra Energy’s website at http://www.investor.nexteraenergy.com/ or by contacting NextEra

Energy’s Investor Relations Department by email at investors@nexteraenergy.com or by phone at (800) 222-4511. Copies of the documents

filed with the SEC by Dominion Energy will be available free of charge on Dominion Energy’s website at http://investors.dominionenergy.com

or by contacting Dominion Energy’s Investor Relations Department by email at investor.relations@dominionenergy.com or by phone at

(804) 819-2438.

Participants in the Solicitation

NextEra Energy,

Dominion Energy and certain of their respective directors and executive officers may be deemed to be participants in the solicitation

of proxies in respect of the proposed Transactions. Information about the directors and executive officers of NextEra Energy, including

a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i) NextEra Energy’s proxy

statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 1, 2026, including under the headings “Proposal

1: Election as directors of the nominees specified in this proxy statement,” “Director Compensation,” “Executive

Compensation,” and “Common Stock Ownership of Certain Beneficial Owners and Management,” (ii) NextEra Energy’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 13, 2026, including under

the heading “Item 1. Business—Information About Our Executive Officers” and (iii) to the extent certain holdings of

NextEra Energy securities by its directors or executive officers have changed since the amounts set forth in NextEra Energy’s proxy

statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial Statement of Beneficial

Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial

Ownership of Securities on Form 5, filed with the SEC.

Information about

the directors and executive officers of Dominion Energy, including a description of their direct or indirect interests, by security holdings

or otherwise, is set forth in (i) Dominion Energy’s proxy statement for its 2026 annual meeting of shareholders, which was filed

with the SEC on March 19, 2026, including under the headings “Item 1: Election of Directors – Director Nominees,” “Compensation

of Non-Employee Directors,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and

Management,” (ii) Dominion Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed

with the SEC on February 23, 2026, including under the heading “Information about our Executive Officers” and (iii) to the

extent certain holdings of Dominion Energy securities by its directors or executive officers have changed since the amounts set forth

in Dominion Energy’s proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on

Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4 or Annual Statement

of Changes in Beneficial Ownership of Securities on Form 5, filed with the SEC.

Other information

regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or

otherwise, will be contained in the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC

regarding the proposed Transactions when such materials become available. Investors should read the joint proxy statement/prospectus carefully

when it becomes available before making any voting or investment decisions. Copies of the documents filed with the SEC by NextEra Energy

and Dominion Energy will be available free of charge through the website maintained by the SEC at www.sec.gov. Additionally, copies of

documents filed with the SEC by NextEra Energy and Dominion Energy will be available free of charge through the sources indicated above.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Description

2.1

Agreement and Plan of Merger, dated as of May 15, 2026, among NextEra Energy, Inc., WG Development Corp., CS Holdco, LLC and Dominion Energy, Inc.*

99.1

Joint Press Release dated May 18, 2026

99.2

Joint Investor Presentation dated May 18, 2026

101

Interactive data files for this Form 8-K formatted in Inline XBRL

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Certain schedules and exhibits to Exhibit 2.1 have been omitted as

permitted by Item 601 of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 18, 2026

NEXTERA ENERGY, INC.

(Registrant)

/s/ Charles E. Sieving

Charles E. Sieving

Executive Vice President, Chief Legal, Environmental

and Federal Regulatory Affairs Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2614888d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER

by and among

NextEra Energy, Inc.,

WG Development Corp.,

CS Holdco, LLC

and

Dominion Energy, Inc.

Dated as of May 15, 2026

TABLE

OF CONTENTS

Page

Article I The Mergers

Section 1.01

The Mergers

Section 1.02

Closing

Section 1.03

Effective Times

Section 1.04

Organizational Documents

Section 1.05

Directors and Officers

Article II Effect of the MergerS on the Capital Stock Of the Constituent Corporations

Section 2.01

Effect on Capital Stock

Section 2.02

Treatment of Company Equity Awards

Section 2.03

Exchange of Company Shares

Section 2.04

Withholding Rights

Section 2.05

No Dissenters’ Rights

Section 2.06

Adjustments

Article III Representations and Warranties

Section 3.01

Representations and Warranties of the Company

Section 3.02

Representations and Warranties of Parent and the Merger Subs

Article IV Covenants Relating to Conduct of Business

Section 4.01

Conduct of Business Pending the First Merger

Section 4.02

Company Acquisition Proposals

Section 4.03

Parent Acquisition Proposals

Article V Additional Agreements

Section 5.01

Form S-4 and Joint Proxy Statement/Prospectus; Shareholders Meetings

Section 5.02

Filings; Other Actions; Notification

Section 5.03

Access and Reports; Confidentiality

Section 5.04

Stock Exchange Delisting and Listing

Section 5.05

Publicity

Section 5.06

Employee Matters

Section 5.07

Expenses

Section 5.08

Indemnification; Directors’ and Officers’ Insurance

Section 5.09

Financing

Section 5.10

Rule 16b-3

Section 5.11

Parent Consent

Section 5.12

Merger Subs, Surviving Corporation and Surviving Entity Compliance

Section 5.13

Takeover Statutes

Section 5.14

Control of Operations

Section 5.15

Resignation of Directors

Section 5.16

Additional Matters

Section 5.17

Shareholder Litigation

Section 5.18

Advice of Changes

Section 5.19

Certain Tax Matters

Section 5.20

Dividends

Section 5.21

Redemption of Series C Preferred and DERI Notes

Article VI Conditions

Section 6.01

Conditions to Each Party’s Obligation to Effect the First Merger

Section 6.02

Additional Conditions to Obligations of Parent and Merger Subs

Section 6.03

Additional Conditions to Obligation of the Company

Section 6.04

Frustration of Closing Conditions

Article VII Termination

Section 7.01

Termination

Section 7.02

Effect of Termination and Abandonment

Article VIII Miscellaneous

Section 8.01

Non-Survival

Section 8.02

Modification or Amendment

Section 8.03

Waiver

Section 8.04

No Other Representations or Warranties

Section 8.05

Notices

Section 8.06

Definitions

Section 8.07

Interpretation

Section 8.08

Counterparts

Section 8.09

Parties in Interest

Section 8.10

Governing Law

Section 8.11

Entire Agreement; Assignment

Section 8.12

Specific Enforcement; Consent to Jurisdiction

Section 8.13

WAIVER OF JURY TRIAL

Section 8.14

Severability

Section 8.15

Transfer Taxes

Section 8.16

Disclosure Letters

Exhibits

Exhibit A

–

Definitions

Exhibit B-1

–

First Plan of Merger

Exhibit B-2

–

Second Plan of Merger

Agreement

and Plan of Merger

This AGREEMENT AND PLAN OF

MERGER, dated as of May 15, 2026 (this “Agreement”), is entered into by and among NextEra Energy, Inc.,

a Florida corporation (“Parent”), WG Development Corp., a Virginia corporation and a wholly-owned Subsidiary of Parent

(“Merger Sub Corp”), CS Holdco, LLC, a Virginia limited liability company and wholly-owned Subsidiary of Parent (“LLC

Sub” and together with Merger Sub Corp, the “Merger Subs”) and Dominion Energy, Inc., a Virginia corporation

(the “Company”).

RECITALS

WHEREAS, the board of directors

of Parent (the “Parent Board”) has (a) determined, in accordance with its good faith business judgment, that it

is in the best interests of Parent and, as the sole shareholder of Merger Sub Corp and sole member of LLC Sub, the Merger Subs, that Parent

and the Merger Subs enter into this Agreement and consummate the merger of Merger Sub Corp with and into the Company (the “First

Merger”) and, immediately following the First Merger, the merger of the Surviving Corporation (as defined below) with and into

LLC Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with LLC Sub continuing

as the surviving entity as a wholly-owned Subsidiary of Parent, (b) approved this Agreement and the plans of merger in the form attached

hereto as Exhibit B-1 (the “First Plan of Merger”) and Exhibit B-2 (the “Second Plan of Merger”

and together with the First Plan of Merger, the “Plans of Merger”) and approved the transactions contemplated by this

Agreement, including the Mergers and the issuance of Parent Shares in connection with the First Merger (the “Parent Share Issuance”),

in each case on the terms and subject to the conditions set forth in this Agreement and the Plans of Merger, and (c) resolved to

recommend that the shareholders of Parent approve the Parent Share Issuance and directed that such matter be submitted for consideration

of the shareholders of Parent at the Parent Shareholder Meeting;

WHEREAS, the board of directors

of the Company (the “Company Board”) has (a) determined, in accordance with its good faith business judgment,

that it is in the best interests of the Company and the shareholders of the Company that the Company enter into this Agreement and consummate

the Mergers (including, subject to Section 5.12(b), the Second Merger) and the other transactions contemplated by this Agreement

with respect to the Mergers (including, subject to Section 5.12(b), the Second Merger) on the terms and subject to the conditions

set forth in this Agreement and the Plans of Merger, (b) adopted this Agreement and the Plans of Merger (including, subject to Section 5.12(b),

the Second Plan of Merger) and approved the Mergers (including, subject to Section 5.12(b), the Second Merger) and the other

transactions contemplated by this Agreement with respect to the Mergers (including, subject to Section 5.12(b), the Second

Plan of Merger), (c) directed that the approval of this Agreement and the First Plan of Merger be submitted to a vote at the Company

Shareholders Meeting and (d) resolved to recommend that the shareholders of the Company approve this Agreement and the First Plan

of Merger;

WHEREAS, the board of directors

of Merger Sub Corp has (a) determined, in accordance with its good faith business judgment, that it is in the best interests of Merger

Sub Corp and the sole shareholder of Merger Sub Corp that Merger Sub Corp enter into this Agreement and consummate the First Merger and

the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement and the First

Plan of Merger, (b) adopted this Agreement and the First Plan of Merger and approved the transactions contemplated by this Agreement,

including the First Merger and (c) resolved to recommend that the sole shareholder of Merger Sub Corp approve this Agreement and

the First Plan of Merger;

WHEREAS, Parent, as the sole

member of LLC Sub, has adopted and approved this Agreement and the Second Plan of Merger and the transactions contemplated by this Agreement,

including the Second Merger, on the terms and subject to the conditions set forth in this Agreement and the Second Plan of Merger;

WHEREAS, for U.S. federal

income tax purposes, the parties hereto intend that (a) the Mergers, taken together, qualify as a “reorganization” within

the meaning of Section 368(a) of the Code (the “Intended Tax Treatment”), and (b) this Agreement is,

and be adopted as, a “plan of reorganization” for purposes of Sections 354 and 361 of the Code and Treasury Regulations Section 1.368-2(g);

and

WHEREAS, the Company, Parent

and the Merger Subs desire to make certain representations, warranties, covenants and agreements in connection with the Mergers and also

to prescribe various conditions to the First Merger.

NOW, THEREFORE, in consideration

of the premises, and of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally

bound hereby, the Company, Parent and the Merger Subs hereby agree as follows:

Article I

The

Mergers

Section 1.01     The

Mergers.

(a)            Upon

the terms and subject to the conditions set forth in this Agreement and in accordance with the VSCA, at the Effective Time, Merger Sub

Corp shall be merged with and into the Company and the separate corporate existence of Merger Sub Corp shall thereupon cease and the

Company shall continue as the surviving corporation in the First Merger (the “Surviving Corporation”) and a wholly-owned

Subsidiary of Parent. The First Merger shall have the effects set forth in this Agreement and the First Plan of Merger and in the applicable

provisions of the VSCA.

(b)            Immediately

following the Effective Time, the Surviving Corporation shall be merged with and into LLC Sub, and the separate corporate existence of

the Surviving Corporation shall thereupon cease and LLC Sub shall continue as the surviving entity in the Second Merger (the “Surviving

Entity”) and a wholly-owned Subsidiary of Parent. The Second Merger shall have the effects set forth in this Agreement and

in the applicable provisions of the VSCA and the Virginia Limited Liability Company Act (the “VLLCA”).

Section 1.02      Closing.

The closing of the First Merger (the “Closing”) shall take place remotely via the electronic exchange of executed

documents at 9:00 a.m. Eastern time on the third (3rd) Business Day following the day on which all of the conditions

set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject

to the satisfaction or waiver of those conditions at the Closing) have been satisfied or waived in accordance with this Agreement, or

at such other time and place as the Company and Parent may agree in writing. The date on which the Closing occurs is referred to in this

Agreement as the “Closing Date”.

Section 1.03     Effective

Times. As soon as practicable on the Closing Date, the Company and Parent will cause the First Merger to become effective by

filing the articles of merger containing the First Plan of Merger (the “Articles of First Merger”) with the Clerk

of the VSCC, which Articles of Merger will be executed and filed in accordance with the applicable provisions of the VSCA. The First

Merger shall become effective at the time when the VSCC issues a certificate of merger with respect to the Articles of First Merger or

at such later time as may be agreed by Parent and the Company in writing and specified in the Articles of First Merger (the “Effective

Time”). Subject to Section 5.12(b), immediately following the Effective Time, Parent and the Surviving Corporation

shall cause the Second Merger to become effective by filing articles of merger containing the Second Plan of Merger (the “Articles

of Second Merger”) with the Clerk of the VSCC in accordance with the applicable provisions of the VSCA and the VLLCA. The Second

Merger shall become effective at the time when the VSCC issues a certificate of merger with respect to the Articles of Second Merger

or at such later time as may be specified therein (the “Second Effective Time”).

Section 1.04     Organizational

Documents.

(a)            At

the Effective Time, the articles of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time, shall

be amended and restated as of the Effective Time to be in substantially the form of the articles of incorporation and bylaws of Merger

Sub Corp in effect immediately prior to the Effective Time until thereafter amended in accordance with the provisions thereof and applicable

Law; provided, however, that no such amendment shall be inconsistent with the obligations of Parent or the Surviving

Corporation under Section 5.08.

(b)            At

the Second Effective Time, the articles of organization and limited liability company agreement of LLC Sub in effect immediately prior

to the Second Effective Time shall be the articles of organization and limited liability company agreement of the Surviving Entity until

thereafter amended in accordance with the provisions thereof and applicable Law; provided, however, that no such amendment

shall be inconsistent with the obligations of Parent or the Surviving Entity under Section 5.08.

Section 1.05     Directors

and Officers.

(a)            The

directors of Merger Sub Corp will be appointed by Parent pursuant to applicable Law to be the directors of the Surviving Corporation

after the Effective Time following the resignation or removal of the individuals serving as directors of the Company prior to the Effective

Time in accordance with Section 5.15, with such directors appointed by Parent to serve until their respective successors

have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles

of incorporation and the bylaws of the Surviving Corporation.

(b)           The

officers of the Company as of immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the

Surviving Corporation until their respective successors have been duly elected or appointed and qualified or until their earlier death,

resignation or removal in accordance with the articles of incorporation and the bylaws of the Surviving Corporation.

directors and officers of the Surviving Corporation shall, from and after the Second Effective Time, be the managers (in the case of

the directors of the Surviving Corporation) and officers of the Surviving Entity until their respective successors have been duly elected

or appointed and qualified or until their earlier death, resignation or removal in accordance with the limited liability company agreement

of the Surviving Entity.

Article II

Effect

of the MergerS on the Capital Stock Of the

Constituent Corporations

Section 2.01     Effect

on Capital Stock. At the Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent,

Merger Sub Corp or the holders of any shares of capital stock of the Company, Parent or Merger Sub Corp:

(a)            Merger

Consideration. Each Company Share issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares,

which shall be treated in accordance with Section 2.01(b)) shall cease to be outstanding, shall be cancelled and shall cease

to exist, and each such Company Share, whether represented by a certificate (“Certificate”) or in non-certificated form

and represented by book-entry (“Book-Entry Share”), shall automatically be converted into the right to receive (i) an

amount equal to the Per Share Cash Amount, and (ii) 0.8138 validly issued, fully paid and non-assessable Parent Shares

(the “Per Share Stock Amount” and, together with the Per Share Cash Amount, the “Merger Consideration”).

Following the Effective Time, the holders of Company Shares as of immediately prior to the Effective Time shall cease to have any rights

with respect thereto, except for the rights set forth in Section 2.03(b)(v).

(b)            Cancellation

of Cancelled Shares. Each Company Share owned by Parent, Merger Sub Corp or any other wholly-owned Subsidiary of Parent and each

Company Share owned by the Company or any wholly-owned Subsidiary of the Company (collectively, the “Cancelled Shares”)

shall cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist.

Stock of Merger Sub Corp. Each share of common stock, without par value, of Merger Sub Corp issued and outstanding immediately prior

to the Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable share of

common stock, without par value, of the Surviving Corporation, and all such shares together shall constitute the only outstanding shares

of capital stock of the Surviving Corporation.

(d)            Effect

of Second Merger. At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Parent, the

Surviving Corporation, LLC Sub or any holder of capital stock thereof, (i) each share of capital stock of the Surviving Corporation

issued and outstanding immediately prior to the Second Effective Time shall be cancelled without any conversion thereof or payment of

any consideration therefor, and (ii) the membership interests of LLC Sub shall be unaffected by the Second Merger and shall remain

outstanding as membership interests of the Surviving Entity.

Section 2.02     Treatment

of Company Equity Awards.

(a)            Treatment

of Performance Shares and Performance Share Units. At the Effective Time, each performance share award and performance share unit

granted under a Company Equity Award Plan that is outstanding immediately prior to the Effective Time (a “Company Performance

Share Award”) shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be assumed

and converted into (or canceled and replaced by) an award of Parent restricted stock units (a “Parent RSU Conversion Award”)

relating to a number of Parent Shares equal to the product, rounded to the nearest whole number of shares, of (i) the number of

Company Shares subject to such Company Performance Share Award immediately prior to the Effective Time (with such number of Company Shares

determined based upon the number of Company Shares that would be earned if the performance level achieved was the greater of (A) the

“target” level of performance and (B) the actual level of performance measured based on a shortened performance period

ending immediately prior to the Effective Time, as reasonably determined by the Compensation and Talent Development Committee of the

Company Board in good faith (following consultation with Parent)) (such greater performance level, the “Subject Performance

Level”), and (ii) the Equity Award Exchange Ratio, with the same terms and conditions (including service-based vesting

conditions, forfeiture conditions and dividend equivalent rights, but excluding performance-based vesting conditions) that applied to

such Company Performance Share Award immediately prior to the Effective Time, and the terms of such Parent RSU Conversion Award will

also include an Equity Award Cash Distribution Right.

(b)            Treatment

of Restricted Stock. At the Effective Time, each restricted stock award in respect of Company Shares granted under a Company Equity

Award Plan that is outstanding immediately prior to the Effective Time (a “Company RSA”) shall be assumed and converted

into (or canceled and replaced by) a Parent Restricted Stock Award, relating to a number of Parent Shares equal to the product, rounded

to the nearest whole number of shares, of (A) the number of Company Shares subject to such Company RSA immediately prior to the

Effective Time, and (B) the Equity Award Exchange Ratio, with the same terms and conditions (including dividend rights) that applied

to such Company RSA immediately prior to the Effective Time, and the terms of such Parent Restricted Stock Award will also include an

Equity Award Cash Distribution Right.

of Deferred Units. At the Effective Time, each deferred unit in respect of Company Shares credited or deemed credited to a stock

unit account under the Company’s Non-Employee Directors Compensation Plan that is outstanding immediately prior to the Effective

Time (a “Company Deferred Unit”) shall be converted automatically into a number of deferred unit(s) in respect

of Parent Shares (a “Parent Deferred Unit”) equal to the product, rounded to the nearest whole number, of (x) the

number of Company Shares subject to such Company Deferred Unit (including any additional Company Shares credited as accumulated dividend

equivalent rights with respect to such Company Deferred Unit immediately prior to the Effective Time) multiplied by (y) the Equity

Award Exchange Ratio, to be payable pursuant to the terms of the Company’s Non-Employee Directors Compensation Plan, and the terms

of such Parent Deferred Unit will also include an Equity Award Cash Distribution Right.

(d)            Corporate

Actions. At or prior to the Effective Time, the Company, the Company Board or any authorized committee thereof, as applicable, shall

adopt any resolutions and take any actions that are necessary to effectuate the provisions of Section 2.02(a), Section 2.02(b) and

Section 2.02(c). The Company shall take all actions necessary to ensure that, from and after the Effective Time, neither

Parent nor the Surviving Corporation will be required to deliver Company Shares or other capital stock of the Company to any Person pursuant

to or in settlement of Company Performance Share Awards, Company RSAs, Company Deferred Units or any other awards under any Company Equity

Award Plan.

(e)            Registration.

As soon as reasonably practicable following the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor

form) with respect to the issuance of Parent Shares subject to Parent RSU Conversion Awards and Parent Restricted Stock Awards pursuant

to this Section 2.02 (collectively, “Converted Parent Awards”) that are eligible to be registered on Form S-8.

The Surviving Corporation shall cooperate with, and assist Parent in the preparation of, such registration statement. Parent shall maintain

the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses

contained therein) for so long as the Converted Parent Awards remain outstanding.

Section 2.03     Exchange

of Company Shares.

(a)            Exchange

Agent. Prior to the Effective Time, Parent shall select a paying and exchange agent reasonably acceptable to the Company (the “Exchange

Agent”) and enter into an agreement with such Exchange Agent in form and substance reasonably acceptable to the Company pursuant

to which the Exchange Agent will (i) act as agent for the shareholders of the Company in connection with the First Merger and receive

payment and delivery of the Merger Consideration to which the shareholders of the Company shall become entitled pursuant to Section 2.01(a) and

(ii) act as agent for Parent in transmitting the Merger Consideration to such shareholders following the occurrence of the Effective

Time in accordance with this Agreement. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange

Agent, in trust for the benefit of the holders of Company Shares, an amount of cash in immediately available funds and an amount of Parent

Shares in book-entry form, in each case, sufficient for the Exchange Agent to pay and deliver the Merger Consideration required to be

paid and delivered by Parent in accordance with Section 2.01(a). In addition, Parent shall deposit, or cause to be deposited,

with the Exchange Agent, from time to time after the Effective Time, (A) any dividends or other distributions payable pursuant to

Section 2.03(g) and (B) cash in lieu of any fractional Parent Shares payable pursuant to Section 2.03(h).

All cash and Parent Shares, together with any dividends or other distributions, deposited with the Exchange Agent pursuant to this Section 2.03(a) shall

be referred to as the “Exchange Fund.”

(b)           Exchange

Procedures.

(i)            Transmittal

Materials and Instructions. Promptly after the Effective Time (and in any event within three (3) Business Days thereafter),

Parent shall cause the Exchange Agent to mail or otherwise provide to each holder of record of Company Shares (other than holders of

Cancelled Shares) (A) transmittal materials, including a letter of transmittal in form as agreed by Parent and the Company, specifying

that delivery shall be effected, and risk of loss and title shall pass, with respect to Book-Entry Shares, only upon delivery of an “agent’s

message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence, if any, of the transfer as the Exchange

Agent may reasonably request), and with respect to Certificates, only upon delivery of the Certificates (or affidavits of loss in lieu

of the Certificates as provided in Section 2.03(f) to the Exchange Agent), all such transmittal materials to be in such

form and have such other provisions as Parent and the Company may reasonably agree, and (B) instructions for use in effecting the

surrender of the Book-Entry Shares or Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.03(f))

to the Exchange Agent.

(ii)           Certificates.

Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.03(f)) to the Exchange

Agent in accordance with the terms of transmittal materials and instructions referred to in Section 2.03(b)(i), the holder

of such Certificate shall be entitled to receive in exchange therefor (A) a cash amount in immediately available funds equal to

(1) the number of Company Shares represented by such Certificate (or affidavit of loss in lieu of the Certificate as provided in

Section 2.03(f)) multiplied by the Per Share Cash Amount, plus (2) any dividends and other distributions such holder

has the right to receive pursuant to Section 2.03(g) plus (3) any cash in lieu of any fractional Parent Shares

such holder has the right to receive pursuant to Section 2.03(h) and (B) the number of Parent Shares, in uncertificated

book-entry form, equal to the number of Company Shares represented by such Certificate (or affidavit of loss in lieu of the Certificate

as provided in Section 2.03(f)) multiplied by the Per Share Stock Amount. No interest will be paid or accrued on any cash

amount payable upon due surrender of the Certificates.

(iii)          Book-Entry

Shares. Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver

a Certificate or an executed letter of transmittal to the Exchange Agent to receive the aggregate Merger Consideration that such holder

is entitled to receive as a result of the First Merger pursuant to Section 2.01(a). In lieu thereof, each holder of record

of one or more Book-Entry Shares (other than Cancelled Shares) shall upon receipt by the Exchange Agent of an “agent’s message”

in customary form (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such Company Shares

upon receipt by the Exchange Agent of such “agent’s message” or such other evidence, if any, as the Exchange Agent

may reasonably request) be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable

after the Effective Time, (A) a cash amount in immediately available funds equal to (1) the number of Company Shares represented

by such Book-Entry Shares multiplied by the Per Share Cash Amount plus (2) any dividends and other distributions such holder has

the right to receive pursuant to Section 2.03(g) plus (3) any cash in lieu of any fractional Parent Shares such

holder has the right to receive pursuant to Section 2.03(h) and (B) the number of Parent Shares, in uncertificated

book-entry form, equal to the number of Company Shares represented by such Book-Entry Shares multiplied by the Per Share Stock Amount.

For Book-Entry Shares held through the Depository Trust Company (the “DTC”), Parent and the Company shall cooperate

to establish procedures with the DTC to ensure that the Exchange Agent will transmit the amounts set forth in the foregoing subclauses

(A) and (B) to the DTC or its nominees as soon as practicable after the Effective Time upon surrender of shares

held of record by the DTC or its nominees in accordance with the DTC’s customary surrender procedures. No interest will be paid

or accrued on any cash amount payable upon due surrender of the Book-Entry Shares.

(iv)          Unrecorded

Transfers; Other Payments. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records

of the Company or if payment and delivery of the Merger Consideration and the other payments contemplated by Section 2.01(a) and

this Section 2.03 is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry

Share is registered, such Certificate or Book-Entry Share may be exchanged in accordance with this Article II if the Certificate

or Book-Entry Share formerly representing such Company Shares is presented to the Exchange Agent accompanied by all documents required

(as reasonably determined by Parent) to evidence and effect such transfer and to evidence that any applicable transfer or other similar

Taxes have been paid or are not applicable.

(v)           Rights

of Holders of Company Shares; Expenses. Until surrendered or exchanged pursuant to this Section 2.03(b), each Certificate

or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender or

exchange the Merger Consideration pursuant to Section 2.01(a), any dividends and other distributions pursuant to Section 2.03(g) and

any cash in lieu of any fractional Parent Shares pursuant to Section 2.03(h). Parent shall pay all charges and expenses,

including those of the Exchange Agent, in connection with the exchange of Company Shares pursuant to this Article II.

of the Exchange Fund; No Liability. Any portion of the Exchange Fund (including the proceeds of any investment thereof) that remains

undistributed one (1) year after the Effective Time shall be delivered to Parent or the Surviving Entity, upon demand by Parent.

Any holders of Company Shares (other than Cancelled Shares) who have not theretofore complied with this Article II shall

thereafter be entitled to look only to Parent and the Surviving Entity for payment and delivery of the Merger Consideration pursuant

to Section 2.01(a), any dividends and other distributions pursuant to Section 2.03(g) and any cash in lieu

of any fractional Parent Shares pursuant to Section 2.03(h) upon surrender of their Certificates or exchange of their

Book-Entry Shares in accordance with the provisions set forth in Section 2.03(b), and Parent and the Surviving Entity shall

remain liable for (subject to applicable abandoned property, escheat or other similar Law) payment of their claims for the Merger Consideration

payable upon surrender of their Certificates or exchange of their Book-Entry Shares. Notwithstanding the foregoing, none of the Surviving

Corporation, the Surviving Entity, Parent, the Company, the Exchange Agent or any other Person shall be liable to any former holder of

Company Shares or any other Person for any amount properly delivered to a public official pursuant to applicable abandoned property,

escheat or other similar Law. Immediately prior to such date on which any portion of the Merger Consideration would otherwise escheat

to or become the property of any Governmental Entity, any portion of the Merger Consideration (or any dividends or distributions payable

to the holder thereof or cash in lieu of fractional Parent Shares issuable to former holders of Company Shares) remaining in the Exchange

Fund shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any

Person previously entitled thereto.

(d)            Investment

of the Exchange Fund. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by Parent; provided, however,

that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A-1 or P-1 or

better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, in certificates of

deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money

market funds that are invested in instruments that consist of U.S. Treasury obligations and repurchase agreements collateralized by U.S.

Treasury obligations or having a rating in the highest investment category granted by a recognized credit rating agency at the time of

acquisition or a combination of the foregoing and, in any such case, no such instrument shall have a maturity that could prevent or delay

payments to be made pursuant to this Agreement. Subject to Section 2.03(c), to the extent that there are losses with respect

to such investment of the cash portion of the Exchange Fund, or the cash portion of the Exchange Fund diminishes for other reasons, such

that the amount of cash in the Exchange Fund is below the level required to make prompt cash payment of any dividends and other distributions

pursuant to Section 2.03(g) and any cash in lieu of any fractional Parent Shares pursuant to Section 2.03(h),

Parent shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure

that the Exchange Fund is at all applicable times maintained at a level sufficient to make such cash payments. Any interest and other

income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the aggregate amount of

the payments described in the immediately preceding sentence will be promptly returned to Parent or the Surviving Entity, as requested

by Parent. The Exchange Fund shall not be used for any purpose other than as contemplated by Section 2.03(a) and

this Section 2.03(d).

(e)            Transfers.

From and after the Effective Time, the stock transfer books of the Company shall be closed and there shall be no transfers on the stock

transfer books of the Company of the Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective

Time, acceptable (as reasonably determined by Parent) evidence of a Certificate or Book-Entry Share is presented to the Surviving Entity,

Parent or the Exchange Agent for transfer, (i) in the case of Certificates, the holder of such Certificate shall be given a copy

of the transmittal materials and instructions referred to in Section 2.03(b)(i) and instructed to comply with the instructions

thereto in order to receive the Merger Consideration pursuant to Section 2.01(a) and (ii) in the case of Book-Entry

Shares, such Book-Entry Share shall be cancelled and exchanged as contemplated by this Article II.

(f)            Lost

Certificates. In the case of any Certificate that has been lost, stolen or destroyed, upon the making of an affidavit of that fact

by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent or Parent, the posting

by such Person of a bond in a reasonable amount as indemnity against any claim that may be made against it with respect to such Certificate,

the Exchange Agent shall pay and deliver in exchange for such Certificate the Merger Consideration pursuant to Section 2.01(a),

any dividends or other distributions payable pursuant to Section 2.03(g) and any cash in lieu of any fractional Parent

Shares pursuant to Section 2.03(h).

(g)           Dividends.

(i)            Certificates.

No dividends or other distributions declared or made with respect to Parent Shares with a record date after the Effective Time shall

be paid to the holder of any Certificate with respect to the Parent Shares that such holder would be entitled to receive upon surrender

of such Certificate, until such holder shall surrender such Certificate in accordance with Section 2.03(b)(ii). Subject to

applicable Law, following surrender of any such Certificate, there shall be paid to the holder of Parent Shares issued in exchange therefor,

without interest, (A) promptly after the time of such surrender, the amount of dividends and other distributions with a record date

after the Effective Time but prior to such surrender and a payment date prior to such surrender payable with respect to such Parent Shares

and (B) at the appropriate payment date, the amount of dividends and other distributions with a record date after the Effective

Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such Parent Shares.

(ii)            Book-Entry

Shares. Subject to applicable Law, there shall be paid to the holder of Parent Shares issued in exchange for Book-Entry Shares in

accordance with Section 2.03(b)(iii), without interest, (A) promptly upon receipt by the Exchange Agent of an “agent’s

message” (or such other evidence, if any, of surrender as the Exchange Agent may reasonably request), the amount of dividends and

other distributions with a record date after the Effective Time but prior to such receipt and a payment date prior to such receipt payable

with respect to such Parent Shares and (B) at the appropriate payment date, the amount of dividends and other distributions with

a record date after the Effective Time but prior to such receipt and a payment date subsequent to such receipt payable with respect to

such Parent Shares.

(h)            Fractional

Shares. No certificates or scrip representing fractional Parent Shares shall be issued upon the conversion of the Company Shares

into the Merger Consideration pursuant to Section 2.01(a), and such fractional share interests shall not entitle the owner

thereof to vote or to any rights of a holder of Parent Shares. For purposes of this Section 2.03(h), all fractional shares

to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to four (4) decimal places.

In lieu of any such fractional Parent Shares, each holder of Company Shares who would otherwise be entitled to such fractional Parent

Shares shall be entitled to receive an amount in cash, without interest, rounded to the nearest cent, equal to the product of (i) the

amount of such fractional Parent Share and (ii) the Average Price.

Section 2.04     Withholding

Rights. Each of Parent, the Surviving Corporation and the Surviving Entity shall be entitled to deduct and withhold from the

consideration otherwise payable pursuant to this Agreement to any holder of Company Shares, Company Performance Share Awards, Company

Deferred Units and Company RSAs such amounts as it is required to deduct and withhold with respect to the making of such payment under

the Code or any other applicable state, local or foreign Tax Law, taking into account any applicable exemption under such Law. To the

extent that amounts are so withheld by Parent, the Surviving Corporation or the Surviving Entity, as the case may be, such withheld amounts

(a) shall be promptly remitted by Parent, the Surviving Corporation or the Surviving Entity, as applicable, to the applicable Governmental

Entity and (b) shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares, Company

Performance Share Awards, Company Deferred Units and Company RSAs (as applicable) in respect of which such deduction and withholding

were made by the Surviving Entity, the Surviving Corporation or Parent, as the case may be.

Section 2.05     No

Dissenters’ Rights. In accordance with Section 13.1-730(B) of the VSCA, no holder of Company Shares shall be

entitled to exercise dissenters’ rights, appraisal rights or other similar rights in connection with the First Merger and the other

transactions contemplated by this Agreement with respect to the First Merger.

Section 2.06     Adjustments.

In the event of any change to the Company Shares or Parent Shares (or securities convertible thereto or exchangeable or exercisable therefor)

issued and outstanding in the period between the date of this Agreement and the Effective Time as a result of a reclassification, stock

split (including a reverse stock split), stock dividend or distribution, recapitalization, exchange or readjustment of shares, merger,

issuer tender or exchange offer, or other similar transaction, the Merger Consideration and any other payments to be made pursuant to

this Article II shall be equitably adjusted, without duplication, to provide the holders of Company Shares, Company

Performance Share Awards, Company RSAs and Company Deferred Units the same economic effect contemplated by this Agreement prior to such

change; provided, however, that nothing in this Section 2.06 shall be construed to permit the Company,

Parent, any of their respective Subsidiaries or any other Person to take any action that is otherwise prohibited by the terms of this

Agreement; and provided, further, that any adjustment pursuant to this Section 2.06 to any Company Performance

Share Awards, Company RSAs and Company Deferred Units shall be done in all respects in accordance with Section 409A of the Code,

if applicable, and the terms of the applicable Company Equity Award Plan.

Article III

Representations

and Warranties

Section 3.01     Representations

and Warranties of the Company. Except (x) as disclosed in the SEC Reports of the Company, Virginia Electric and Power Company

or Dominion Energy South Carolina, Inc. (each, a “Reporting Company”) filed with or furnished to the SEC since

January 1, 2024 and publicly available at least twenty-four (24) hours prior to the date of this Agreement (excluding any disclosures

set forth in any risk factor section or in any other section to the extent such disclosures are forward-looking statements or are cautionary,

predictive or forward-looking in nature), or (y) as set forth in the Company Disclosure Letter (it being agreed that disclosure

of any item in any subsection of Section 3.01 of the Company Disclosure Letter shall also be deemed disclosed with respect to any

other subsection of this Section 3.01 to which the relevance of such item is reasonably apparent), the Company represents

and warrants to Parent and the Merger Sub Corp as follows:

(a)            Organization,

Standing and Corporate Power. The Company is a corporation duly incorporated and validly existing under the Laws of the Commonwealth

of Virginia and has all requisite corporate power and authority to carry on its business as currently conducted and is duly qualified

or licensed to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where

the nature of its business or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary,

other than where the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have,

individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly

organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Law of its jurisdiction

of organization and has all requisite corporate or similar power and authority to carry on its business as currently conducted, and each

of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (where such concept is recognized

under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties

or assets makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing

has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company

has made available to Parent a true and complete copy of the Amended and Restated Articles of Incorporation of the Company and any amendments

thereto (collectively, the “Company Articles of Incorporation”) and the Bylaws, as amended and restated, of the Company

and any amendments thereto (collectively, the “Company Bylaws” and together with the Company Articles of Incorporation,

the “Company Organizational Documents”).

(b)            Subsidiaries.

Section 3.01(b) of the Company Disclosure Letter sets forth a list of all Subsidiaries of the Company. All of the outstanding

shares of capital stock or other securities of, or other equity or ownership interests in, each Subsidiary of the Company have, in all

cases, been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights, and

are owned, directly or indirectly, by the Company free and clear of all pledges, liens, charges, mortgages, encumbrances, adverse claims

and interests, licenses, purchase options, call options, rights of first offer and rights of first refusal, easements, rights-of-way,

security interests and other use agreements, covenants and encroachments of any kind or nature whatsoever (including any restriction

on the right to vote or transfer the same, except for such transfer restrictions of general applicability as may be provided under the

Securities Act, the “blue sky” Laws of the various States of the United States or similar Law of other applicable jurisdictions)

(collectively, “Liens”), other than transfer restrictions contained in the articles of incorporation, bylaws and limited

liability company agreements (or any equivalent constituent documents) of such Subsidiary. Except for its interests in its Subsidiaries,

the Company does not own, directly or indirectly, any capital stock or other securities of, or other equity or ownership interests in,

any Person. The Company has made available to Parent true and complete copies of the articles of incorporation, bylaws and limited liability

company agreements (or equivalent constituent documents) of each Company Significant Subsidiary as in effect on the date of this Agreement.

Structure.

(i)            The

authorized capital stock of the Company consists of 1,750,000,000 Company Shares and 20,000,000 shares of preferred stock. At the

close of business on May 14, 2026, there were (A) 879,512,484 Company Shares issued and outstanding, (B) 1,000,000 shares

of 4.35% Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (the “Series C Preferred”)

issued and outstanding, (C) 207,077 Company Shares underlying the outstanding Company Performance Share Awards (assuming target

level performance), (D) 1,933,416 Company Shares underlying the outstanding Company RSAs, (E) 375,940 Company Shares

in stock unit accounts under the Company’s Non-Employee Directors Compensation Plan and (F) 20,808,346 Company Shares issuable

upon full physical settlement of outstanding forward confirmations under the Company’s at-the-market common stock program. Except

as set forth in the immediately preceding sentence, at the close of business on May 14, 2026, no shares of capital stock or other

equity securities of, or other equity or ownership interests in, the Company were issued or outstanding or subject to outstanding awards

under the Company Equity Award Plans. Since May 14, 2026 to the date of this Agreement, (x) there have been no issuances by

the Company of shares of capital stock or other equity securities of, or other equity or ownership interests in, the Company other than

pursuant to the exercise or vesting of equity awards under the Company Equity Award Plans, in each case, outstanding as of May 14,

2026 and (y) there have been no issuances by the Company of or any securities convertible into, exercisable or exchangeable for,

or any rights, warrants or options to acquire shares of capital stock of the Company or other rights that give the holder thereof any

economic interest of a nature accruing to the holders of Company Shares. All outstanding Company Shares are, and all such Company Shares

that may be issued prior to the Effective Time will be, when issued, duly authorized, validly issued, fully paid and non-assessable and

not subject to preemptive rights.

(ii)           No

Subsidiary of the Company (it being understood and agreed that for purposes of this Section 3.01(c)(ii), Subsidiaries of

the Company shall not include (x) any benefit plan maintained by the Company or any of its Subsidiaries or (y) any nuclear

decommissioning trusts maintained by the Company or any of its Subsidiaries) owns any Company Shares or other shares of capital stock

of the Company. There are no bonds, debentures, notes or other Indebtedness of the Company or of any of its Subsidiaries that give the

holders thereof the right to vote (or that are convertible into, exercisable for or exchangeable for, securities having the right to

vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). Except for any obligations

pursuant to this Agreement, pursuant to the terms of any Company equity award plans or as otherwise set forth in the organizational documents

of the Company or any of its Subsidiaries, there are no options, warrants, rights (including preemptive, conversion, stock appreciation,

redemption or repurchase rights), convertible, exercisable or exchangeable securities, stock-based performance units, Contracts or undertakings

of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound (A) obligating the Company

or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or

other securities of, or other equity or ownership interests in, or any security convertible, exercisable or exchangeable for any capital

stock or other securities of, or other equity or ownership interests in, the Company or any of its Subsidiaries or any Voting Company

Debt, (B) obligating the Company or any of its Subsidiaries to issue, grant or enter into any such option, warrant, right, security,

unit, Contract or undertaking to declare or pay any dividend or distribution or (C) that give any Person the right to subscribe

for or acquire any securities of the Company or any of its Subsidiaries, or to receive any economic interest of a nature accruing to

the holders of Company Shares or otherwise based on the performance or value of shares of capital stock of the Company or any of its

Subsidiaries. Except for any obligations pursuant to this Agreement, pursuant to the terms of any Company equity award plans or as otherwise

set forth in the organizational documents of the Company or any of its Subsidiaries, there are no outstanding obligations of the Company

or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other securities of, or other equity

or ownership interests in, the Company or any of its Subsidiaries. There are no voting agreements, voting trusts, shareholders agreements,

proxies or other agreements to which the Company or any of its Subsidiaries is bound with respect to the voting of the capital stock

or other securities of, or other equity or ownership interests in, or restricting the transfer of, or providing registration rights with

respect to, such capital stock, securities or interests.

(d)            Authority;

Noncontravention.

(i)            The

Company has all requisite corporate power and authority to execute and deliver, and perform its obligations under, this Agreement and

to consummate the First Merger and the other transactions contemplated by this Agreement with respect to the First Merger, subject to

receipt of the Company Requisite Vote. The execution, delivery and performance of this Agreement by the Company and the consummation

by the Company of the First Merger and the other transactions contemplated by this Agreement with respect to the First Merger have been

duly authorized by all necessary corporate action on the part of the Company, subject, to receipt of the Company Requisite Vote. This

Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of

the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance

with its terms, subject, as to enforceability, bankruptcy, insolvency and other Law of general applicability relating to or affecting

creditors’ rights and to general equity principles. The Company Board has duly and validly adopted resolutions (A) determining

that it is in the best interests of the Company and the shareholders of the Company that the Company enter into this Agreement and consummate

the First Merger and, subject to Section 5.12(b), the Second Merger and the other transactions contemplated by this Agreement

with respect to the First Merger and, subject to Section 5.12(b), the Second Merger, on the terms and subject to the conditions

set forth in this Agreement and the Plans of Merger (as applicable), (B) adopting this Agreement and the Plans of Merger (as applicable)

and approving the First Merger and, subject to Section 5.12(b), the Second Merger, and the other transactions contemplated

by this Agreement with respect to the First Merger, (C) directing that the approval of this Agreement and the First Plan of Merger

be submitted to a vote at a meeting of the shareholders of the Company and (D) recommending that the shareholders of the Company

approve this Agreement and the First Plan of Merger and the transactions contemplated by this Agreement with respect to the First Merger

(the “Company Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded,

modified or withdrawn in any way.

(ii)           The

execution, delivery and performance by the Company of this Agreement do not, and the consummation of the First Merger and the other transactions

contemplated by this Agreement with respect to the First Merger and compliance with the provisions of this Agreement and the First Plan

of Merger will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under,

or give rise to any right (including a right of termination, cancellation or acceleration of any obligation or any right of first refusal,

participation or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Permitted

Liens) upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (A) the Company Organizational

Documents or the comparable organizational documents of any of the Company Significant Subsidiaries or the Company’s wholly owned

Subsidiaries or (B) subject to the filings and other matters referred to in Section 3.01(d)(iii), (1) any

Contract or (2) any Law, in each case, applicable to the Company, the Company Significant Subsidiaries or any of its wholly owned

Subsidiaries or any of their respective properties or assets, other than, in the case of the foregoing clause (B), any such

conflicts, violations, defaults, rights, losses or Liens that have not had and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect.

(iii)          No

Consent of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by

or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement

by the Company or the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement with

respect to the First Merger, except for (A) the Consents of or under, and compliance with any other applicable requirements of,

(1) the HSR Act, (2) the Federal Energy Regulatory Commission (the “FERC”), (3) the U.S. Nuclear Regulatory

Commission (the “NRC”), (4) the Federal Communications Commission (the “FCC”), (5) the

Virginia State Corporation Commission (the “VSCC”), (6) the North Carolina Utilities Commission (the “NCUC”),

and (7) the South Carolina Public Service Commission (the “SCPSC”) (the items set forth in this clause (A),

collectively, the “Company Regulatory Clearances”), (B) the filing with the SEC of such reports and other documents

(including the filing of the Joint Proxy Statement/Prospectus) under, and compliance with all other applicable requirements of, the Securities

Act or the Exchange Act and the rules and regulations promulgated thereunder and any applicable state securities, takeover and “blue

sky” Laws, (C) the filing of the Articles of First Merger with the Clerk of the VSCC, (D) any filings under, and compliance

with all other applicable requirements of, the rules and regulations of the NYSE and (E) such other Consents, registrations,

declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have,

individually or in the aggregate, a Company Material Adverse Effect and would not reasonably be expected to prevent, or materially impair

or delay, the consummation of the First Merger or any of the other material transactions contemplated by this Agreement with respect

to the First Merger.

(e)            Applicable

Company SEC Reports; Financial Statements; Undisclosed Liabilities.

(i)            The

Reporting Companies have filed or furnished, as applicable, all SEC Reports such companies were required or otherwise obligated to file

with or furnish to the SEC since January 1, 2024 (such SEC Reports, the “Applicable Company SEC Reports”). As

of their respective dates of filing, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as

of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Applicable Company SEC Reports

complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act,

as the case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing.

As of the time of filing with the SEC (or, if amended prior to the date of this Agreement, as of the date of such amendment), none of

the Applicable Company SEC Reports so filed contained any untrue statement of a material fact or omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,

not misleading, except to the extent that the information in such Applicable Company SEC Reports has been amended or superseded by a

later Applicable Company SEC Report.

(ii)          As

of their respective dates, the audited and unaudited financial statements (consolidated, as applicable, and including any related notes

thereto) of each of the Reporting Companies and their Subsidiaries, as applicable, included in the Applicable Company SEC Reports have

been prepared in all material respects (except, as applicable, as permitted by Form 10-Q of the SEC or other applicable rules and

regulations of the SEC) in accordance with United States generally accepted accounting principles (“GAAP”) applied

on a consistent basis during the periods involved (except as may be indicated in the notes thereto or as permitted by Regulation S-X)

and fairly present in all material respects the consolidated financial position of each Reporting Company and its Subsidiaries, as applicable,

as of the respective dates thereof (taking into account the notes thereto) and the consolidated results of their operations and cash

flows for the periods indicated (taking into account the notes thereto) and subject, in the case of unaudited financial statements, to

normal year-end adjustments, except to the extent that the financial statements (consolidated, as applicable, including any

related notes thereto) in such Applicable Company SEC Reports have been, prior to the date of this Agreement, amended, restructured,

recast, corrected or superseded in a later Applicable Company SEC Report.

(iii)          Each

Reporting Company maintains disclosure controls and procedures required by Rule 13a-15(e) or Rule 15d-15(e) under

the Exchange Act and such disclosure controls and procedures are reasonably designed to ensure that all material information required

to be disclosed by such Reporting Company in the SEC Reports it files or furnishes under the Exchange Act is recorded, processed, summarized

and reported on a timely basis to the individuals responsible for the preparation of such Reporting Company’s SEC Reports and other

public disclosure documents. Each Reporting Company maintains internal control over financial reporting required by Rule 13a-15(f) or

Rule 15d-15(f) under the Exchange Act and such internal control is effective in all material respects in providing reasonable

assurance regarding the reliability of such Reporting Company’s financial reporting and such Reporting Company’s preparation

of financial statements for external purposes in accordance with GAAP. Each Reporting Company has disclosed, based on its most recent

evaluation prior to the date of this Agreement, to such Reporting Company’s outside auditors and the audit committee of such Reporting

Company’s board of directors, (A) any significant deficiencies and material weaknesses in the design or operation of internal

control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely to adversely

affect such Reporting Company’s ability to record, process, summarize and report financial information and (B) to the Knowledge

of the Company, any fraud that involves management or other employees of such Reporting Company who have a significant role in such Reporting

Company’s internal control over financial reporting.

(iv)          There

are no liabilities or obligations of any Reporting Company or any Subsidiary of any Reporting Company of a nature that would be required

under GAAP to be reflected or reserved on a balance sheet (or stated in the notes thereto) (consolidated, as applicable) of such Reporting

Company, other than (A) liabilities or obligations reflected or reserved against in such Reporting Company’s most recent balance

sheet (including the notes thereto) included in the Applicable Company SEC Reports filed prior to the date hereof, (B) liabilities

or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2025, (C) liabilities

or obligations incurred under or in accordance with this Agreement or in connection with the Mergers and the other transactions contemplated

by this Agreement and (D) liabilities or obligations that have not had and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect.

(f)            Absence

of Certain Changes or Events.

(i)            Since

January 1, 2026, there have not been any changes, developments, circumstances, effects, events or occurrences (changes, developments,

circumstances, effects, events and occurrences being collectively referred to as “Changes”) that have had or would

reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(ii)           Since

January 1, 2026, except as contemplated or required by this Agreement, the Company and its Subsidiaries have conducted their

respective businesses in all material respects in the ordinary course of business consistent with past practice.

(g)            Litigation.

Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect,

there is no (i) suit, action, arbitration, mediation or legal, arbitral, administrative or other proceeding (a “Proceeding”)

pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, (ii) to the Knowledge of

the Company, pending or threatened investigation or inquiry by a Governmental Entity of the Company or any of its Subsidiaries and (iii) Order,

decree or writ of any Governmental Entity outstanding or, to the Knowledge of the Company, threatened to be imposed against the Company

or any of its Subsidiaries.

(h)            Contracts.

Except for this Agreement and the Contracts set forth in Section 3.01(h) of the Company Disclosure Letter and Company Benefit

Plans, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to any Company Material Contract.

Each Company Material Contract required to be filed by any Reporting Company as a “material contract” pursuant to Item 601(b)(10) of

Regulation S-K under the Securities Act has been so filed. Each of the Company Material Contracts is valid and binding on the Company

or the Subsidiary of the Company party thereto and, to the Knowledge of the Company as of the date hereof, each other party thereto,

and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect that have not had

and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no default

under any Company Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company as of the date hereof,

by any other party thereto, in each case except for such defaults that have not had and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect.

(i)            Compliance

with Law; Permits. Since January 1, 2024, the Company and each of its Subsidiaries have been in compliance with and have not

been in default under or in violation of any applicable Law, except where such non-compliance, default or violation has not

had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1,

2024, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any actual

or possible violation of, or failure to comply with, any Law, except as has not had and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are in possession of all franchises, grants,

permits, easements, variances, exceptions, Consents, certificates, permissions, qualifications and registrations and Orders of all Governmental

Entities (collectively, “Permits”), and have filed all tariffs, reports, notices, and other documents with all Governmental

Entities, necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their

businesses as currently conducted, except where the failure to possess any of such Permits or make any such filings has not had and would

not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All such Permits are valid and

in full force and effect and there are no pending or, to the Knowledge of the Company, threatened administrative or judicial Proceedings

that would reasonably be expected to result in modification, termination or revocation thereof, except where the failure to be in full

force and effect or any modification, termination or revocation thereof has not had and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect. Since January 1, 2024, the Company and each of its Subsidiaries have been

in compliance with the terms and requirements of such Permits, except where the failure to be in compliance has not had and would not

reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(j)            Labor

and Employment Matters.

(i)            Neither

the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other similar agreement with a labor union,

works council or similar organization. To the Knowledge of the Company, as of the date hereof, (A) there are no union or other labor

organizing activities occurring concerning any employees of the Company or any of its Subsidiaries and (B) there are no labor strikes,

slowdowns, work stoppages or lockouts pending or threatened in writing against the Company or any of its Subsidiaries, except, in

each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse

Effect. Since January 1, 2024, the Company and its Subsidiaries have not engaged in any action that required any notifications under

the Workers Adjustment and Retraining Notification (WARN) Act of 1989, as amended, except as has not had and would not reasonably be

expected to have, individually or in the aggregate a Company Material Adverse Effect.

(ii)           The

Company and its Subsidiaries are in compliance with all applicable Law respecting labor, employment, discrimination in employment, payroll,

worker classification, wages and hours, occupational safety and health and employment practices, other than instances of non-compliance that

have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(k)            Employee

Benefit Matters.

(i)            Section 3.01(k)(i) of

the Company Disclosure Letter sets forth a complete and accurate list of each material Company Benefit Plan. The Company has made available

to Parent correct and complete copies of, to the extent applicable: (A) the current plan document for each material Company Benefit

Plan, (B) the most recent annual report on Form 5500 required to be filed with the Department of Labor with respect to each

material Company Benefit Plan, (C) the most recent summary plan description for each material Company Benefit Plan, (D) the

most recent actuarial reports and financial statements for each material Company Benefit Plan, (E) each trust agreement relating

to any material Company Benefit Plan, and (F) the most recent determination or opinion letter, as applicable, for each Qualified

Plan.

(ii)           Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) each

Company Benefit Plan (and any related trust or other funding vehicle) has been established, operated and administered in accordance with

its terms and is in compliance with ERISA, the Code and all other applicable Law, (B) all contributions or other amounts payable

by the Company or any of its Commonly Controlled Entities with respect to each Company Benefit Plan in respect of current or prior plan

years have been paid or accrued in accordance with GAAP, (C) each Company Benefit Plan (and any related trust) that is intended

to be qualified under Section 401(a) of the Code (each, a “Qualified Plan”) is the subject of a favorable

determination or opinion letter issued by the Internal Revenue Service, and, to the Knowledge of the Company, no condition exists that

would reasonably be expected to result in the loss of any such Qualified Plan’s qualified status and (D) to the Knowledge

of the Company, there has been no non-exempt prohibited transaction (as defined in Section 4975 of the Code or Section 406

of ERISA) or breach of fiduciary duty under Section 404 of ERISA with respect to any Company Benefit Plan.

(iii)          Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as

of the date hereof, (A) no Proceedings (other than routine claims for benefits in the ordinary course of business) are pending or,

to the Knowledge of the Company, threatened relating to or otherwise in connection with any Company Benefit Plan or the assets thereof

and (B) to the Knowledge of the Company, there are no pending or threatened administrative investigations, audits or other administrative

Proceedings by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other Governmental

Entity relating to any Company Benefit Plan.

(iv)         None

of the Company or any of its Commonly Controlled Entities has, within the past six (6) years, sponsored, maintained, contributed

to or been required to maintain or contribute to, or has any liability under, any employee benefit plan (within the meaning of Section 3(3) of

ERISA) that is (and no Company Benefit Plan is) subject to Section 302 or Title IV of ERISA or Sections 412 or 4971 of

the Code, or is otherwise a defined benefit plan (as defined in Section 4001 of ERISA). With respect to any plan set forth in Section 3.01(k)(iv) of

the Company Disclosure Letter, the Pension Benefit Guaranty Corporation (the “PBGC”) has not instituted Proceedings

to terminate any such plan (and, to the Knowledge of the Company, no condition exists that would reasonably be expected to result in

such Proceedings being instituted) and the Company and its Commonly Controlled Entities do not have any material liability to the PBGC

with respect to such plan other than premium payments required by ERISA. Neither the Company nor any of its Commonly Controlled Entities

has, within the past six (6) years, sponsored, maintained, contributed to or been required to maintain or contribute to, nor has

any liability under, any multiemployer plan (as defined in Section 3(37) of ERISA).

(v)          The

Company has no liability for providing health, medical or life insurance or other welfare benefits after retirement or other termination

of employment (other than for continuation coverage required under Section 4980(B)(f) of the Code or other similar applicable

Law), except for such liabilities that have not had and would not reasonably be expected to have, individually or in the aggregate, a

Company Material Adverse Effect. With respect to any plan set forth in Section 3.01(k)(v) of the Company Disclosure Letter,

to the Knowledge of the Company, the Company has the right to amend or terminate such plan in its discretion without the consent of any

participant.

(vi)          None

of the execution and delivery of this Agreement, obtaining the Company Requisite Vote or the consummation of the First Merger (alone

or in conjunction with any other event, including any termination of employment on or following the Effective Time) would reasonably

be expected to (A) entitle any current or former director, officer, employee or independent contractor of the Company or any of

its Subsidiaries to any compensation or material benefit, (B) accelerate the time of payment or vesting, or trigger any payment

or funding, of any compensation or material benefits or trigger any other material obligation under any Company Benefit Plan, (C) result

in any material breach or violation of, or material default under, or limit the Company’s right to amend, modify, terminate or

transfer the assets of, any Company Benefit Plan, (D) directly or indirectly cause the Company to transfer or set aside any assets

to fund any benefits, or otherwise give rise to any material liability, under any Company Benefit Plan or (E) result in payments

to any “disqualified individual” (as defined for purposes of Section 280G(c) of the Code) which would not be deductible

under Section 280G of the Code.

(l)            Taxes.

Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:

(i)            All

Tax Returns required to be filed by or with respect to the Company or any of its Subsidiaries have been timely filed (taking into account

any extension of time within which to file) and all such Tax Returns are correct and complete.

(ii)           All

Taxes of the Company and its Subsidiaries that are required to be paid or discharged, other than Taxes being contested in good faith

by appropriate proceedings and for which adequate reserves have been made in the SEC Reports filed or furnished by the applicable Reporting

Company to the SEC, have been timely paid and discharged.

(iii)          No

deficiency with respect to Taxes has been proposed, asserted or assessed against the Company or any of its Subsidiaries which has not

been fully paid or adequately reserved in the SEC Reports filed or furnished by the applicable Reporting Company to the SEC.

(iv)         There

are no Tax Liens, other than Permitted Liens, on any asset of the Company or any of its Subsidiaries.

(v)          Other

than in connection with the Company’s participation in the Internal Revenue Service Compliance Assurance Process, neither the Company

nor any of its Subsidiaries has executed any outstanding waiver of any statute of limitations for the assessment or collection of any

Tax.

(vi)         Other

than in connection with the Company’s participation in the Internal Revenue Service Compliance Assurance Process, as of the date

hereof, no audit or other examination or Proceeding of, or with respect to, any Tax Return or Taxes of the Company or any of its Subsidiaries

is pending and, between January 1, 2024 and the date hereof, no written notice thereof has been received by the Company or any of

its Subsidiaries.

(vii)         None

of the Company or any of its Subsidiaries (A) is a party to any Tax allocation, Tax sharing, or Tax indemnity agreement (other than

(i) commercial Contracts the primary purpose of which is not Taxes; (ii) Contracts providing for the transfer or sale of federal

tax credits; or (iii) any such agreement entered into between the Company and any of its Subsidiaries) or (B) is under an obligation

under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as

transferee or successor, such that, in each case, the Company or any of its Subsidiaries is, after the date hereof or after the Closing

(as the case may be), liable for any Taxes of another Person (other than the Company or any of its Subsidiaries).

(viii)       There

are no closing agreements, private letter rulings, technical advice memoranda or rulings that have been entered into or issued by any

Tax authority with respect to the Company or any of its Subsidiaries which are still in effect as of the date of this Agreement.

(ix)          Neither

the Company nor any of its Subsidiaries has “participated” within the meaning of Treasury Regulation Section 1.6011-4(c)(3)(i)(A) in

any “listed transaction” within the meaning of Section 6011 of the Code and the Treasury Regulations thereunder, as

in effect and as amended by any guidance published by the Internal Revenue Service for the applicable period.

(x)           Each

of the Company and its Subsidiaries has properly and timely withheld or collected and timely paid over to the appropriate Governmental

Entity (or each is properly holding for such timely payment) all Taxes required to be withheld, collected and paid over by applicable

Law.

(xi)          To

the Knowledge of the Company, the Company and its Subsidiaries have complied with the normalization rules described in Section 168(i)(9) and

50(d)(2) of the Code and any other applicable provisions of the Code or the Treasury Regulations thereunder with respect to any

“public utility property” (as defined in Section 168(i)(10) of the Code).

(xii)         Neither

the Company nor any of its Subsidiaries has taken any action or knows of any fact that would reasonably be expected to prevent the Mergers,

taken together, from qualifying for the Intended Tax Treatment.

(m)           Environmental

Matters. Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate,

a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries is, and since January 1, 2024 has been, in

compliance with all applicable Environmental Law and, as of the date hereof, neither the Company nor any of its Subsidiaries has received

any written notice from any Governmental Entity alleging that the Company or any of its Subsidiaries is in violation of, or has any liability

under, any Environmental Law, (ii) each of the Company and its Subsidiaries possesses and is, and since January 1, 2024 has

been, in compliance with all Permits required under applicable Environmental Law to conduct its business as currently conducted, and all

such Permits are valid and in good standing and neither the Company nor any of its Subsidiaries has received notice from any Governmental

Entity seeking to modify, revoke or terminate any such Permits, (iii) there are no Proceedings pursuant to any Environmental Law

pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, (iv) there have been no

releases of Hazardous Materials at or on any property owned, leased or operated by the Company or any of its Subsidiaries, in each case,

in a manner that would reasonably be expected to result in any obligation to conduct any investigation, remediation or other corrective

or responsive action by the Company or any of its Subsidiaries and (v) neither the Company nor any of its Subsidiaries is subject

to any consent decrees, Orders, settlements or compliance agreements that impose any current or future obligations on the Company and

its Subsidiaries under Environmental Law.

(n)            Insurance.

The Company and its Subsidiaries maintain, or are entitled to the benefits of, insurance in such amounts and against such risks as the

Company believes to be customary for companies of a comparable size in the industries in which it and its Subsidiaries operate. Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all

material insurance policies carried by or covering the Company and its Subsidiaries with respect to their business, assets and properties

are in full force and effect, and, to the Knowledge of the Company, no notice of cancellation has been given with respect to any such

policy.

(o)            Real

Property.

(i)            Subject,

as to enforceability, to bankruptcy, insolvency and other Law of general applicability relating to or affecting creditors’ rights

and to general equity principles, each Contract under which the Company or any Subsidiary thereof is the tenant, lessee, licensee, subtenant

or occupant (each, a “Company Real Property Lease”) with respect to material real property leased, subleased, licensed

or otherwise occupied (whether as tenant, lessee, licensee, subtenant or pursuant to other occupancy arrangements) by the Company or

any of its Subsidiaries (collectively, including the improvements thereon, the “Company Leased Real Property”) is

valid and binding on the Company or the Subsidiary of the Company party thereto, and, to the Knowledge of the Company, each other party

thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect that have

not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no

uncured default of any material provision of any Company Real Property Lease by the Company or any of its Subsidiaries or, to the Knowledge

of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would

reasonably be expected to constitute a default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the Company,

by any other party thereto, in each case except for such defaults and events that have not had and would not reasonably be expected to

have, individually or in the aggregate, a Company Material Adverse Effect.

(ii)           The

Company or one of its Subsidiaries has good and valid title to all material real property currently owned by the Company or any of its

Subsidiaries (collectively, “Company Owned Real Property”) free and clear of all Liens (other than Permitted Liens),

except where absence of good and valid title or any such Lien has not had and would not reasonably be expected to have, individually

or in the aggregate, a Company Material Adverse Effect.

(iii)          Each

of the Company and its Subsidiaries has such consents, easements, rights-of-way, permits and licenses with respect to any real

property (collectively, “Rights-of-Way”) as are sufficient to conduct its business in the manner described, and subject

to the limitations, qualifications, reservations and encumbrances contained, in any Applicable Company SEC Report, except for such Rights-of-Way the

absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse

Effect. All pipelines and electric transmission assets owned or operated by the Company and its Subsidiaries are subject to Rights-of-Way, there

are no encroachments or encumbrances or other Rights-of-Way that affect the use thereof and there are no gaps in the Rights-of-Way that

are material for such pipelines or electric transmission assets, except as has not had and would not reasonably be expected to have,

individually or in the aggregate, a Company Material Adverse Effect.

(iv)          Each

of the Company and its Subsidiaries have sufficient rights with respect to their Company Leased Real Property and Company Owned Real

Property and under their Rights-of-Way to conduct its business as currently conducted, except where a failure to have such

rights would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(p)            Intellectual

Property, Privacy, and Information Technology.

(i)            The

Company and its Subsidiaries own or have the right to use all Intellectual Property necessary for the operation of the business of the

Company and its Subsidiaries, except where the failure to own or have the right to use such Intellectual Property has not had and would

not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company,

the operation of the business of the Company and its Subsidiaries does not infringe upon or misappropriate any Intellectual Property

of any other Person as of the date of this Agreement, except for such matters that have not had and would not reasonably be expected

to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries have taken commercially

reasonable precautions to protect the secrecy and confidentiality of the trade secrets owned by the Company and its Subsidiaries, except

where the failure to take reasonable precautions has not had and would not reasonably be expected to have, individually or in the aggregate,

a Company Material Adverse Effect.

(ii)           Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) to

the Knowledge of the Company, the Company has not suffered any security breach of its IT Systems that has caused any loss of data, disruption

or damage to the Company’s operations, (B) the Company has not experienced any security breaches of personal data or IT Systems

that required or would require law enforcement or Governmental Entity notification or any remedial action under applicable Law or any

Data Privacy Legal Requirement, (C) to the Knowledge of the Company, since January 1, 2024, there has been no unauthorized

access to, or other misuse of, personal data or IT Systems and (D) there are no pending or expected complaints, claims, actions,

fines, or other penalties facing the Company in connection with any of the foregoing.

(iii)          Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since

January 1, 2024, the Company and its Subsidiaries have been in compliance with Data Privacy Legal Requirements and the Company has

implemented and maintained industry standard administrative, technical, physical and organizational security measures, including written

policies and procedures designed to protect the integrity, confidentiality and security of personal data processed by the Company or

its Subsidiaries.

(iv)          Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the

Company has security, back-ups, disaster recovery arrangements, and administrative, physical, and technical safeguards in place

that are reasonably appropriate for a company in the business in which the Company is engaged and the Company has implemented security

patches or upgrades that are reasonably available for the IT Systems where such patches or upgrades are reasonably required to maintain

the security of such IT Systems.

(q)            Regulatory

Matters.

(i)            All

filings (other than immaterial filings) required to be made by the Company or any of its Subsidiaries since January 1, 2024 with

the FERC, the Department of Energy (the “DOE”), the Department of the Interior, the Bureau of Ocean Energy Management

(“BOEM”), the NRC, the FCC, the North American Electric Reliability Corporation (the “NERC”), the

SCPSC, the NCUC, the VSCC, the United States Pipeline Hazardous Materials Safety Administration (the “PHMSA”) and

the United States Department of Transportation (the “DOT”), as the case may be, have been made, including all forms,

notices, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, including all

rates, tariffs and related documents, and all such filings complied, as of their respective dates, or, if amended or superseded by a

subsequent filing made prior to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to

the date of this Agreement, with all applicable requirements of applicable statutes and the rules and regulations promulgated thereunder,

except for any filings the failure of which to make or the failure of which to make in compliance with all applicable requirements of

applicable statutes and the rules and regulations promulgated thereunder, that has not had and would not reasonably be expected

to have, individually or in the aggregate, a Company Material Adverse Effect.

(ii)           Since

January 1, 2024, none of the Company or any of its Subsidiaries has received any written notice or, to the Knowledge of the Company,

any other written communication from the FERC, the DOE, the BOEM, the NRC, the FCC, the NERC, the SCPSC, the NCUC, the VSCC, the PHMSA

or the DOT regarding any actual or purported violation of, or failure to comply with, any Law, in each case that would be material to

the Company and its Subsidiaries, taken as a whole.

(r)            Voting

Requirements. Assuming the accuracy of the representations and warranties set forth in Section 3.02(v) and except

as set forth on Section 3.01(r) of the Company Disclosure Letter, the affirmative vote of holders of a majority of the

outstanding Company Shares entitled to vote thereon at the Company Shareholders Meeting or any adjournment or postponement thereof to

approve this Agreement and the First Plan of Merger (the “Company Requisite Vote”) is the only vote of the holders

of any class or series of capital stock of the Company necessary for the Company to approve this Agreement and the First Plan of Merger

and approve and consummate the First Merger and the other transactions contemplated by this Agreement with respect to the First Merger.

(s)            Brokers

and Other Advisors. No broker, investment banker, financial advisor or other Person, other than as set forth in Section 3.01(s) of

the Company Disclosure Letter, is entitled to any broker’s, finder’s or financial advisor’s fee or commission in connection

with the First Merger and the other transactions contemplated by this Agreement with respect to the First Merger based upon arrangements

made by or on behalf of the Company.

(t)            Opinions

of Financial Advisors. The Company Board has received (i) an oral opinion from Goldman Sachs & Co. LLC, to be subsequently

confirmed in a written opinion to the Company Board, to the effect that, as of the date of such opinion and based upon and subject to

the matters set forth therein, including the various assumptions made, procedures followed, matters considered and qualifications and

limitations set forth therein, the Merger Consideration to be paid to the holders (other than Parent and its Affiliates) of Company Shares

pursuant to this Agreement is fair from a financial point of view to such holders and (ii) an oral opinion from J.P. Morgan Securities

LLC, to be subsequently confirmed in a written opinion to the Company Board, to the effect that, as of the date of such opinion and based

upon and subject to the assumptions, qualifications and limitations set forth therein, the Merger Consideration to be paid to the holders

of Company Shares (other than Parent and its Affiliates) pursuant to the transactions contemplated by this Agreement is fair, from a

financial point of view, to such holders. True and complete copies of such written opinions will be made available by the Company to

Parent following the date of this Agreement, which Parent and Merger Sub Corp acknowledge and agree (A) are being provided to Parent

for informational purposes only and (B) may not be relied upon by Parent or Merger Sub Corp.

(u)           State

Takeover Statutes. Assuming the accuracy of the representations and warranties set forth in Section 3.02(v), the Company

Board has taken all action necessary to render inapplicable to this Agreement and the First Plan of Merger and the First Merger and the

other transactions contemplated by this Agreement with respect to the First Merger all potentially applicable state anti-takeover statutes

or regulations and any similar provisions in the Company Articles of Incorporation and the Company Bylaws. As of the date of this Agreement,

no “fair price”, “business combination”, “moratorium”, “control share acquisition” or

other state takeover Law or similar Law (collectively, “Takeover Statutes”) enacted by any state will prohibit or

impair the consummation of the First Merger or the other transactions contemplated by this Agreement with respect to the First Merger.

(v)           Information

Supplied. None of the information supplied or to be supplied by the Company or the Company’s Subsidiaries specifically for

inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus, at (i) the time the Form S-4 is

filed with the SEC, at any time it is amended or supplemented or at the time it is declared effective, (ii) the date the Joint Proxy

Statement/Prospectus is first published or mailed to the holders of Company Shares and Parent Shares or (iii) the time of each of

the Company Shareholders Meeting and the Parent Shareholders Meeting (except, with respect to the foregoing clauses (i) through

(iii), to the extent that any such information is amended or superseded by any subsequent SEC Reports of Parent or the Company),

will contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make

the statements therein, in light of the circumstances under which they are made, not misleading.

Section 3.02     Representations

and Warranties of Parent and the Merger Subs. Except (x) as disclosed in the SEC Reports of Parent or its Subsidiaries filed

with or furnished to the SEC since January 1, 2024 and publicly available at least twenty-four (24) hours prior to the date

of this Agreement (excluding any disclosures set forth in any risk factor section or in any other section to the extent such disclosures

are forward-looking statements or are cautionary, predictive or forward-looking in nature) or (y) as set forth in the Parent Disclosure

Letter (it being agreed that disclosure of any item in any subsection of Section 3.02 of the Parent Disclosure Letter shall also

be deemed disclosed with respect to any other subsection of this Section 3.02 of this Agreement to which the relevance of

such item is reasonably apparent), Parent and each Merger Sub represent and warrant to the Company as follows:

(a)            Organization,

Standing and Corporate Power. Each of Parent and Merger Sub Corp is a corporation duly incorporated, validly existing and in good

standing (where such concept is recognized under applicable Law) under the Laws of the State of Florida, in the case of Parent, and the

Laws of the Commonwealth of Virginia, in the case of Merger Sub Corp, and has all requisite corporate power and authority to carry on

its business as currently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized

under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties

or assets makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing

has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. LLC Sub

is a limited liability company duly formed, validly existing and in good standing (where such concept is recognized under applicable

Law) under the Laws of the Commonwealth of Virginia and has all requisite limited liability company power and authority to carry on its

business as currently conducted and is duly qualified or licensed to do business and is in good standing (where such concept is recognized

under applicable Law) in each jurisdiction where the nature of its business or the ownership, leasing or operation of its properties

or assets makes such qualification or licensing necessary, other than where the failure to be so qualified, licensed or in good standing

has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of

Parent’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where such concept is recognized

under applicable Law) under the Law of its jurisdiction of organization and has all requisite corporate or similar power and authority

to carry on its business as currently conducted, and each of Parent’s Subsidiaries is duly qualified or licensed to do business

and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the nature of its business

or the ownership, leasing or operation of its properties or assets makes such qualification or licensing necessary, other than where

the failure to be so qualified, licensed or in good standing has not had and would not reasonably be expected to have, individually or

in the aggregate, a Parent Material Adverse Effect. Parent has made available to the Company a true and complete copy of the organizational

documents of Parent (the “Parent Organizational Documents”) and the comparable organizational documents of each Merger

Sub, in each case as amended and in effect as of the date of this Agreement.

(b)           Subsidiaries.

All of the outstanding shares of capital stock or other securities of, or other equity or ownership interests in, each wholly-owned Subsidiary

of Parent have, in all cases, been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive

rights, and are wholly-owned, directly or indirectly, by Parent free and clear of all Liens, other than transfer restrictions contained

in the articles of incorporation, bylaws and limited liability company agreements (or any equivalent constituent documents) of such wholly-owned

Subsidiary.

Structure.

(i)            The

authorized capital stock of Parent consists of 3,200,000,000 Parent Shares and 100,000,000 shares of preferred stock (such preferred

stock, the “Parent Preferred Stock”). At the close of business on May 14, 2026, there were (A) 2,085,605,358 Parent

Shares issued and outstanding and (B) no shares of Parent Preferred Stock issued or outstanding. Except as set forth in the immediately

preceding sentence, at the close of business on May 14, 2026, no shares of capital stock or other equity securities of, or other

equity or ownership interests in, Parent were issued or outstanding. Since May 14, 2026 to the date of this Agreement, (x) there

have been no issuances by Parent of shares of capital stock or other equity securities of, or other equity or ownership interests in,

Parent other than pursuant to the exercise or vesting of equity awards under any Parent equity award plans or pursuant to Parent’s

dividend reinvestment and direct stock purchase plan, in each case, outstanding as of May 14, 2026, and (y) there have been

no issuances by Parent of or any securities convertible into, exercisable or exchangeable for, or any rights, warrants or options to

acquire shares of capital stock of Parent or other rights that give the holder thereof any economic interest of a nature accruing to

the holders of Parent Shares. All outstanding Parent Shares are, and all such Parent Shares that may be issued prior to the Effective

Time will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights.

(ii)           No

Subsidiary of Parent (it being understood and agreed that for purposes of this Section 3.02(c)(ii), Subsidiaries of Parent

shall not include (x) any benefit plan maintained by Parent or any of its Subsidiaries or (y) any nuclear decommissioning trusts

maintained by Parent or any of its Subsidiaries) owns any Parent Shares or other shares of capital stock of Parent. There are no bonds,

debentures, notes or other Indebtedness of Parent or of any of its Subsidiaries that give the holders thereof the right to vote (or that

are convertible into, exercisable for or exchangeable for, securities having the right to vote) on any matters on which holders of Parent

Shares may vote (“Voting Parent Debt”). Except for any obligations pursuant to this Agreement, pursuant to the terms

of any Parent equity award plans or as otherwise set forth in the organizational documents of Parent or any of its Subsidiaries, there

are no options, warrants, rights (including preemptive, conversion, stock appreciation, redemption or repurchase rights), convertible,

exercisable or exchangeable securities, stock-based performance units, Contracts or undertakings of any kind to which Parent or any of

its Subsidiaries is a party or by which any of them is bound (A) obligating Parent or any of its Subsidiaries to issue, deliver

or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other securities of, or other equity or ownership

interests in, or any security convertible, exercisable or exchangeable for any capital stock or other securities of, or other equity

or ownership interests in, Parent or any of its Subsidiaries or any Voting Parent Debt, (B) obligating Parent or any of its Subsidiaries

to issue, grant or enter into any such option, warrant, right, security, unit, Contract or undertaking to declare or pay any dividend

or distribution or (C) that give any Person the right to subscribe for or acquire any securities of Parent or any of its Subsidiaries,

or to receive any economic interest of a nature accruing to the holders of Parent Shares or otherwise based on the performance or value

of shares of capital stock of Parent or any of its Subsidiaries. Except for any obligations pursuant to this Agreement, pursuant to the

terms of any Parent equity award plans or as otherwise set forth in the organizational documents of Parent or any of its Subsidiaries,

there are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital

stock or other securities of, or other equity or ownership interests in, Parent or any of its Subsidiaries. There are no voting agreements,

voting trusts, shareholders agreements, proxies or other agreements to which Parent or any of its Subsidiaries is bound with respect

to the voting of the capital stock or other securities of, or other equity or ownership interests in, or restricting the transfer of,

or providing registration rights with respect to, such capital stock, securities or interests.

(d)            Authority;

Noncontravention.

(i)            Parent

and each Merger Sub has all requisite corporate or limited liability company power and authority, as applicable to execute and deliver,

and perform its obligations under, this Agreement and to consummate the Mergers and the other transactions contemplated by this Agreement,

subject, in the case of the Parent Share Issuance, to receipt of the Parent Shareholder Approval and, in the case of the First Merger,

to the delivery by Parent of the written consent, as sole shareholder of Merger Sub Corp, referenced in Section 5.11. The

execution, delivery and performance of this Agreement by Parent and each Merger Sub and the consummation by Parent and each Merger Sub

of the Mergers and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action

on the part of each of Parent and Merger Sub Corp, subject, in the case of the Parent Share Issuance, to receipt of the Parent Shareholder

Approval and, in the case of the First Merger, to the delivery by Parent of the written consent, as sole shareholder of Merger Sub Corp,

referenced in Section 5.11. This Agreement has been duly executed and delivered by each of Parent and the Merger Subs and,

assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent

and the Merger Subs, enforceable against each of Parent and each Merger Sub in accordance with its terms, subject, as to enforceability,

bankruptcy, insolvency and other Law of general applicability relating to or affecting creditors’ rights and to general equity

principles. The Parent Board has duly and validly adopted resolutions (A) approving this Agreement and the Plans of Merger and the

Mergers and the other transactions contemplated by this Agreement, including the Parent Share Issuance, in each case, on the terms and

subject to the conditions set forth in this Agreement and the Plans of Merger, and (B) resolving to recommend that the shareholders

of Parent approve the Parent Share Issuance and the other transactions contemplated hereby and directing that such matters be submitted

for consideration of the shareholders of Parent at the Parent Shareholder Meeting (the “Parent Board Recommendation”),

and the board of directors of Merger Sub Corp has duly and validly adopted resolutions (X) determining that it is in the best interests

of Merger Sub Corp and its sole shareholder that Merger Sub Corp enter into this Agreement and consummate the First Merger and the other

transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement and the First Plan

of Merger, (Y) adopting this Agreement and the First Plan of Merger and approving the First Merger and the other transactions contemplated

by this Agreement, and (Z) recommending that the sole shareholder of Merger Sub Corp approve this Agreement and the First Plan of

Merger, which resolutions of Parent and Merger Sub Corp, in each case, have not been rescinded, modified or withdrawn in any way. Parent,

as the sole member of LLC Sub, has adopted resolutions approving this Agreement and the Second Merger, which resolutions have not been

rescinded, modified or withdrawn in any way.

(ii)           The

execution, delivery and performance by Parent and each Merger Sub of this Agreement do not, and the consummation of the Mergers and the

other transactions contemplated by this Agreement and compliance with the provisions of this Agreement and the Plans of Merger will not,

conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any

right (including a right of termination, cancellation or acceleration of any obligation or any right of first refusal, participation

or similar right) under, or cause the loss of any benefit under, or result in the creation of any Lien (other than Permitted Liens) upon

any of the properties or assets of Parent or the Merger Subs or any of their respective Subsidiaries under, any provision of (A) the

Parent Organizational Documents or the comparable organizational documents of any of Parent’s wholly owned Subsidiaries, including

those of each Merger Sub or (B) subject to the filings and other matters referred to in Section 3.02(d)(iii), (1) any

Contract or (2) any Law, in each case, applicable to Parent or the Merger Subs or any of their respective Subsidiaries or any of

their respective properties or assets, other than, in the case of the foregoing clause (B), any such conflicts, violations,

defaults, rights, losses or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a

Parent Material Adverse Effect.

(iii)          No

Consent of, or registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by

or with respect to Parent or the Merger Subs or any of their respective Subsidiaries in connection with the execution, delivery and performance

of this Agreement by Parent and the Merger Subs or the consummation by Parent and each Merger Sub of the Mergers and the other transactions

contemplated by this Agreement, except for (A) the Consents of or under, and compliance with any other applicable requirements of,

(1) the HSR Act, (2) the FERC, (3) the NRC, (4) the FCC, (5) the VSCC, (6) the NCUC and (7) the SCPSC

(the items set forth in this clause (A), collectively, the “Parent Regulatory Clearances” and together with

the Company Regulatory Clearances, the “Regulatory Clearances”), (B) the filing with the SEC of such reports

and other documents (including the filing of the Form S-4 and the Joint Proxy Statement/Prospectus) under, and compliance with

all other applicable requirements of, the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder

and any applicable state securities, takeover and “blue sky” Laws, (C) the filing of the applicable Articles of Merger

with the Clerk of the VSCC, (D) any filings under, and compliance with all other applicable requirements of, the rules and

regulations of the NYSE (including the Parent Shareholder Approval of the Parent Share Issuance) and (E) such other Consents, registrations,

declarations, filings and notices, the failure of which to be obtained or made has not had and would not reasonably be expected to have,

individually or in the aggregate, a Parent Material Adverse Effect and would not reasonably be expected to prevent, or materially impair

or delay, the consummation of the Mergers or any of the other material transactions contemplated by this Agreement.

(e)            Applicable

Parent SEC Reports; Financial Statements; Undisclosed Liabilities.

(i)            Parent

and its Subsidiaries have filed or furnished, as applicable, all SEC Reports such companies were required or otherwise obligated to file

with or furnish to the SEC since January 1, 2024 (such SEC Reports, the “Applicable Parent SEC Reports”). As

of their respective dates of filing, or, if amended or superseded by a subsequent filing made prior to the date of this Agreement, as

of the date of the last such amendment or superseding filing prior to the date of this Agreement, the Applicable Parent SEC Reports complied

in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the

case may be, and the applicable rules and regulations promulgated thereunder, each as in effect on the date of any such filing.

As of the time of filing with the SEC (or, if amended prior to the date of this Agreement, as of the date of such amendment), none of

the Applicable Parent SEC Reports so filed contained any untrue statement of a material fact or omitted to state a material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,

not misleading, except to the extent that the information in such Applicable Parent SEC Reports has been amended or superseded by a later

Applicable Parent SEC Report.

(ii)           As

of their respective dates, the audited and unaudited financial statements (consolidated, as applicable, and including any related notes

thereto) of each of Parent and its Subsidiaries, as applicable, included in the Applicable Parent SEC Reports have been prepared in all

material respects (except, as applicable, as permitted by Form 10-Q of the SEC or other applicable rules and regulations of

the SEC) in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto

or as permitted by Regulation S-X) and fairly present in all material respects the consolidated financial position of Parent and its

Subsidiaries, as applicable, as of the respective dates thereof (taking into account the notes thereto) and the consolidated results

of their operations and cash flows for the periods indicated (taking into account the notes thereto) and subject, in the case of unaudited

financial statements, to normal year-end adjustments, except to the extent that the financial statements (consolidated, as

applicable, including any related notes thereto) in such Applicable Parent SEC Reports have been, prior to the date of this Agreement,

amended, restructured, recast, corrected or superseded in a later Applicable Parent SEC Report.

(iii)          Parent

maintains disclosure controls and procedures required by Rule 13a-15(e) or Rule 15d-15(e) under the Exchange

Act and such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed

by Parent in the SEC Reports it files or furnishes under the Exchange Act is recorded, processed, summarized and reported on a timely

basis to the individuals responsible for the preparation of Parent’s SEC Reports and other public disclosure documents. Parent

maintains internal control over financial reporting required by Rule 13a-15(f) or Rule 15d-15(f) under the Exchange

Act and such internal control is effective in all material respects in providing reasonable assurance regarding the reliability of Parent’s

financial reporting and Parent’s preparation of financial statements for external purposes in accordance with GAAP. Parent has

disclosed, based on its most recent evaluation prior to the date of this Agreement, to Parent’s outside auditors and the audit

committee of Parent’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation

of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that are reasonably likely

to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) to the Knowledge

of Parent, any fraud that involves management or other employees of Parent who have a significant role in Parent’s internal control

over financial reporting.

(iv)         There

are no liabilities or obligations of Parent or any of its Subsidiaries of a nature that would be required under GAAP to be reflected

or reserved on a balance sheet (or stated in the notes thereto) (consolidated, as applicable) of Parent, other than (A) liabilities

or obligations reflected or reserved against in Parent’s most recent balance sheet (including the notes thereto) included in the

Applicable Parent SEC Reports filed prior to the date hereof, (B) liabilities or obligations incurred in the ordinary course of

business consistent with past practice since December 31, 2025, (C) liabilities or obligations incurred under or in accordance

with this Agreement or in connection with the Mergers and the other transactions contemplated by this Agreement and (D) liabilities

or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse

Effect.

(f)            Absence

of Certain Changes or Events.

(i)            Since

January 1, 2026, there have not been any Changes that have had or would reasonably be expected to have, individually or in the aggregate,

a Parent Material Adverse Effect.

(ii)           Since

January 1, 2026, except as contemplated or required by this Agreement, Parent and its wholly-owned Subsidiaries have conducted their

respective businesses in all material respects in the ordinary course of business consistent with past practice.

(g)            Litigation.

Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect,

there is no (i) Proceeding pending or, to the Knowledge of Parent, threatened against Parent or any of its Subsidiaries, (ii) to

the Knowledge of Parent, pending or threatened investigation or inquiry by a Governmental Entity of Parent or any of its Subsidiaries

and (iii) Order, decree or writ of any Governmental Entity outstanding or, to the Knowledge of Parent, threatened to be imposed

against Parent or any of its Subsidiaries.

(h)           Contracts.

Except for this Agreement and the Contracts set forth in Section 3.02(h) of the Parent Disclosure Letter, as of the date of

this Agreement, neither Parent nor any of its Subsidiaries is a party to any Parent Material Contract. Each Parent Material Contract

required to be filed by Parent or any of its Subsidiaries as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K

under the Securities Act has been so filed. Each of the Parent Material Contracts is valid and binding on Parent or the Subsidiary of

Parent party thereto and, to the Knowledge of Parent as of the date hereof, each other party thereto, and is in full force and effect,

except for such failures to be valid and binding or to be in full force and effect that have not had and would not reasonably be expected

to have, individually or in the aggregate, a Parent Material Adverse Effect. There is no default under any Parent Material Contract by

Parent or any of its Subsidiaries or, to the Knowledge of Parent as of the date hereof, by any other party thereto, in each case except

for such defaults that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material

Adverse Effect.

(i)            Compliance

with Law; Permits. Since January 1, 2024, Parent and each of its Subsidiaries have been in compliance with and have not been

in default under or in violation of any applicable Law, except where such non-compliance, default or violation has not had

and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1,

2024, neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Entity regarding any actual or

possible violation of, or failure to comply with, any Law, except as has not had and would not reasonably be expected to have, individually

or in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are in possession of all Permits, and have filed all

tariffs, reports, notices, and other documents with all Governmental Entities, necessary for Parent and its Subsidiaries to own, lease

and operate their properties and assets and to carry on their businesses as currently conducted, except where the failure to possess

any of such Permits or make any such filings has not had and would not reasonably be expected to have, individually or in the aggregate,

a Parent Material Adverse Effect. All such Permits are valid and in full force and effect and there are no pending or, to the Knowledge

of Parent, threatened administrative or judicial Proceedings that would reasonably be expected to result in modification, termination

or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof

has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Since January 1,

2024, Parent and each of its Subsidiaries have been in compliance with the terms and requirements of such Permits, except where the failure

to be in compliance has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse

Effect.

(j)            Labor

and Employment Matters.

(i)            Except

as set forth on Section 3.02(j) of the Parent Disclosure Letter, neither Parent nor any of its Subsidiaries is a party to any

collective bargaining agreement or other similar agreement with a labor union, works council or similar organization. Except as set forth

on Section 3.02(j) of the Parent Disclosure Letter, to the Knowledge of Parent, as of the date hereof, (A) there are no

union or other labor organizing activities occurring concerning any employees of Parent or any of its Subsidiaries and (B) there

are no labor strikes, slowdowns, work stoppages or lockouts pending or threatened in writing against Parent or any of its Subsidiaries,

except, in each case, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material

Adverse Effect. Since January 1, 2024, Parent and its Subsidiaries have not engaged in any action that required any notifications

under the Workers Adjustment and Retraining Notification (WARN) Act of 1989, as amended, except as has not had and would not reasonably

be expected to have, individually or in the aggregate a Parent Material Adverse Effect.

(ii)           Parent

and its Subsidiaries are in compliance with all applicable Law respecting labor, employment, discrimination in employment, payroll, worker

classification, wages and hours, occupational safety and health and employment practices, other than instances of non-compliance that

have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(k)            Employee

Benefit Matters.

(i)            Parent

has made available to the Company correct and complete copies of, to the extent applicable, each material Parent Benefit Plan.

(ii)           Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (A) each

Parent Benefit Plan (and any related trust or other funding vehicle) has been established, operated and administered in accordance with

its terms and is in compliance with ERISA, the Code and all other applicable Law, (B) all contributions or other amounts payable

by Parent or any of its Commonly Controlled Entities with respect to each Parent Benefit Plan in respect of current or prior plan years

have been paid or accrued in accordance with GAAP, (C) each Parent Benefit Plan (and any related trust) that is intended to be qualified

under Section 401(a) of the Code is the subject of a favorable determination or opinion letter issued by the Internal Revenue

Service, and, to the Knowledge of Parent, no condition exists that would reasonably be expected to result in the loss of any such Qualified

Plan’s qualified status and (D) to the Knowledge of Parent, there has been no non-exempt prohibited transaction

(as defined in Section 4975 of the Code or Section 406 of ERISA) or breach of fiduciary duty under Section 404 of ERISA

with respect to any Parent Benefit Plan.

(iii)          Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, as of

the date hereof, (A) no Proceedings (other than routine claims for benefits in the ordinary course of business) are pending or,

to the Knowledge of Parent, threatened relating to or otherwise in connection with any Parent Benefit Plan or the assets thereof and

(B) to the Knowledge of Parent, there are no pending or threatened administrative investigations, audits or other administrative

Proceedings by the Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or other Governmental

Entity relating to any Parent Benefit Plan.

(iv)         None

of Parent or any of its Commonly Controlled Entities has, within the past six (6) years, sponsored, maintained, contributed to or

been required to maintain or contribute to, or has any liability under, any employee benefit plan (within the meaning of Section 3(3) of

ERISA) that is (and no Parent Benefit Plan is) subject to Section 302 or Title IV of ERISA or Sections 412 or 4971 of

the Code, or is otherwise a defined benefit plan (as defined in Section 4001 of ERISA). With respect to any plan set forth in Section 3.02(k)(iv) of

the Parent Disclosure Letter, PBGC has not instituted Proceedings to terminate any such plan (and, to the Knowledge of Parent, no condition

exists that would reasonably be expected to result in such Proceedings being instituted) and Parent and its Commonly Controlled Entities

do not have any material liability to the PBGC with respect to such plan other than premium payments required by ERISA. Neither Parent

nor any of its Commonly Controlled Entities has, within the past six (6) years, sponsored, maintained, contributed to or been required

to maintain or contribute to, nor has any liability under, any multiemployer plan (as defined in Section 3(37) of ERISA).

(v)           Parent

has no liability for providing health, medical or life insurance or other welfare benefits after retirement or other termination of employment

(other than for continuation coverage required under Section 4980(B)(f) of the Code or other similar applicable Law), except

for such liabilities that have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material

Adverse Effect. With respect to any plan set forth in Section 3.02(k)(v) of the Parent Disclosure Letter, to the Knowledge

of Parent, Parent has the right to amend or terminate such plan in its discretion without the consent of any participant.

(vi)         None

of the execution and delivery of this Agreement or the consummation of the Mergers (alone or in conjunction with any other event) would

reasonably be expected to (A) entitle any current or former director, officer, employee or independent contractor of Parent or any

of its Subsidiaries to any compensation or material benefit, (B) accelerate the time of payment or vesting, or trigger any payment

or funding, of any compensation or material benefits or trigger any other material obligation under any Parent Benefit Plan, (C) result

in any material breach or violation of, or material default under, or limit Parent’s right to amend, modify, terminate or transfer

the assets of, any Parent Benefit Plan, (D) directly or indirectly cause Parent to transfer or set aside any assets to fund any

benefits, or otherwise give rise to any material liability, under any Parent Benefit Plan or (E) result in payments to any “disqualified

individual” (as defined for purposes of Section 280G(c) of the Code) which would not be deductible under Section 280G

of the Code.

(l)            Taxes.

Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect:

(i)            All

Tax Returns required to be filed by or with respect to Parent or any of its Subsidiaries have been timely filed (taking into account

any extension of time within which to file) and all such Tax Returns are correct and complete.

(ii)           All

Taxes of Parent and its Subsidiaries that are required to be paid or discharged, other than Taxes being contested in good faith by appropriate

proceedings and for which adequate reserves have been made in the SEC Reports filed or furnished by Parent to the SEC, have been timely

paid and discharged.

(iii)          No

deficiency with respect to Taxes has been proposed, asserted or assessed against Parent or any of its Subsidiaries which has not been

fully paid or adequately reserved in the SEC Reports filed or furnished by Parent to the SEC.

(iv)          There

are no Tax Liens, other than Permitted Liens, on any asset of Parent or any of its Subsidiaries.

(v)          Neither

Parent nor any of its Subsidiaries has executed any outstanding waiver of any statute of limitations for the assessment or collection

of any Tax.

(vi)         As

of the date hereof, no audit or other examination or Proceeding of, or with respect to, any Tax Return or Taxes of Parent or any of its

Subsidiaries is pending and, between January 1, 2024 and the date hereof, no written notice thereof has been received by Parent

or any of its Subsidiaries.

(vii)         None

of Parent or any of its Subsidiaries (A) is a party to any Tax allocation, Tax sharing, or Tax indemnity agreement (other than (i) commercial

Contracts the primary purpose of which is not Taxes; (ii) Contracts providing for the transfer or sale of federal tax credits; or

(iii) any such agreement entered into between Parent and any of its Subsidiaries) or (B) is under an obligation under Treasury

Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as transferee or successor,

such that, in each case, Parent or any of its Subsidiaries is, after the date hereof or after the Closing (as the case may be), liable

for any Taxes of another Person (other than Parent or any of its Subsidiaries).

(viii)        There

are no closing agreements, private letter rulings, technical advice memoranda or rulings that have been entered into or issued by any

Tax authority with respect to Parent or any of its Subsidiaries which are still in effect as of the date of this Agreement.

(ix)          Neither

Parent nor any of its Subsidiaries has “participated” within the meaning of Treasury Regulation Section 1.6011-4(c)(3)(i)(A) in

any “listed transaction” within the meaning of Section 6011 of the Code and the Treasury Regulations thereunder, as

in effect and as amended by any guidance published by the Internal Revenue Service for the applicable period.

(x)           Each

of Parent and its Subsidiaries has properly and timely withheld or collected and timely paid over to the appropriate Governmental Entity

(or each is properly holding for such timely payment) all Taxes required to be withheld, collected and paid over by applicable Law.

(xi)          To

the Knowledge of Parent, Parent and its Subsidiaries have complied with the normalization rules described in Section 168(i)(9) and

50(d)(2) of the Code and any other applicable provisions of the Code or the Treasury Regulations thereunder with respect to any

“public utility property” (as defined in Section 168(i)(10) of the Code).

(xii)         Neither

Parent nor any of its Subsidiaries has taken any action or knows of any fact that would reasonably be expected to prevent the Mergers,

taken together, from qualifying for the Intended Tax Treatment.

(m)            Environmental

Matters. Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate,

a Parent Material Adverse Effect, (i) each of Parent and its Subsidiaries is, and since January 1, 2024 has been, in compliance

with all applicable Environmental Law and, as of the date hereof, neither Parent nor any of its Subsidiaries has received any written

notice from any Governmental Entity alleging that Parent or any of its Subsidiaries is in violation of, or has any liability under, any

Environmental Law, (ii) each of Parent and its Subsidiaries possesses and is, and since January 1, 2024 has been, in compliance

with all Permits required under applicable Environmental Law to conduct its business as currently conducted, and all such Permits are

valid and in good standing and neither Parent nor any of its Subsidiaries has received notice from any Governmental Entity seeking to

modify, revoke or terminate any such Permits, (iii) there are no Proceedings pursuant to any Environmental Law pending or, to the

Knowledge of Parent, threatened against Parent or any of its Subsidiaries, (iv) there have been no releases of Hazardous Materials

at or on any property owned, leased or operated by Parent or any of its Subsidiaries, in each case, in a manner that would reasonably

be expected to result in any obligation to conduct any investigation, remediation or other corrective or responsive action by Parent

or any of its Subsidiaries and (v) neither Parent nor any of its Subsidiaries is subject to any consent decrees, Orders, settlements

or compliance agreements that impose any current or future obligations on Parent and its Subsidiaries under Environmental Law.

(n)           Insurance.

Parent and its Subsidiaries maintain, or are entitled to the benefits of, insurance in such amounts and against such risks as Parent

believes to be customary for companies of a comparable size in the industries in which it and its Subsidiaries operate. Except as has

not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all material

insurance policies carried by or covering Parent and its Subsidiaries with respect to their business, assets and properties are in full

force and effect, and, to the Knowledge of Parent, no notice of cancellation has been given with respect to any such policy.

(o)           Real

Property.

(i)            Subject,

as to enforceability, to bankruptcy, insolvency and other Law of general applicability relating to or affecting creditors’ rights

and to general equity principles, each Contract under which Parent or any Subsidiary thereof is the tenant, lessee, licensee, subtenant

or occupant (each, a “Parent Real Property Lease”) with respect to material real property leased, subleased, licensed

or otherwise occupied (whether as tenant, lessee, licensee, subtenant or pursuant to other occupancy arrangements) by Parent or any of

its Subsidiaries (collectively, including the improvements thereon, the “Parent Leased Real Property”) is valid and

binding on Parent or the Subsidiary of Parent party thereto, and, to the Knowledge of Parent, each other party thereto, and is in full

force and effect, except for such failures to be valid and binding or to be in full force and effect that have not had and would not

reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There is no uncured default of any

material provision of any Parent Real Property Lease by Parent or any of its Subsidiaries or, to the Knowledge of Parent, by any other

party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would reasonably be expected to

constitute a default thereunder by Parent or any of its Subsidiaries or, to the Knowledge of Parent, by any other party thereto, in each

case except for such defaults and events that have not had and would not reasonably be expected to have, individually or in the aggregate,

a Parent Material Adverse Effect.

(ii)           Parent

or one of its Subsidiaries has good and valid title to all material real property currently owned by Parent or any of its Subsidiaries

(collectively, “Parent Owned Real Property”) free and clear of all Liens (other than Permitted Liens), except where

absence of good and valid title or any such Lien has not had and would not reasonably be expected to have, individually or in the aggregate,

a Parent Material Adverse Effect.

(iii)          Each

of Parent and its Subsidiaries has such Rights-of-Way as are sufficient to conduct its business in the manner described, and subject

to the limitations, qualifications, reservations and encumbrances contained, in any Applicable Parent SEC Report, except for such Rights-of-Way the

absence of which has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse

Effect. All pipelines and electric transmission assets owned or operated by Parent and its Subsidiaries are subject to Rights-of-Way, there

are no encroachments or encumbrances or other Rights-of-Way that affect the use thereof and there are no gaps in the Rights-of-Way that

are material for such pipelines or electric transmission assets, except as has not had and would not reasonably be expected to have,

individually or in the aggregate, a Parent Material Adverse Effect.

(iv)          Each

of Parent and its Subsidiaries have sufficient rights with respect to their Parent Leased Real Property and Parent Owned Real Property

and under their Rights-of-Way to conduct its business as currently conducted, except where a failure to have such rights would

not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(p)           Intellectual

Property, Privacy, and Information Technology.

(i)            Parent

and its Subsidiaries own or have the right to use all Intellectual Property necessary for the operation of the business of Parent and

its Subsidiaries, except where the failure to own or have the right to use such Intellectual Property has not had and would not reasonably

be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the Knowledge of Parent, the operation of

the business of Parent and its Subsidiaries does not infringe upon or misappropriate any Intellectual Property of any other Person as

of the date of this Agreement, except for such matters that have not had and would not reasonably be expected to have, individually or

in the aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries have taken commercially reasonable precautions to protect

the secrecy and confidentiality of the trade secrets owned by Parent and its Subsidiaries, except where the failure to take reasonable

precautions has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

(ii)           Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (A) to

the Knowledge of Parent, Parent has not suffered any security breach of its IT Systems that has caused any loss of data, disruption or

damage to Parent’s operations, (B) Parent has not experienced any security breaches of personal data or IT Systems that required

or would require law enforcement or Governmental Entity notification or any remedial action under applicable Law or any Data Privacy

Legal Requirement, (C) to the Knowledge of Parent, since January 1, 2024, there has been no unauthorized access to, or other

misuse of, personal data or IT Systems and (D) there are no pending or expected complaints, claims, actions, fines, or other penalties

facing Parent in connection with any of the foregoing.

(iii)          Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, since

January 1, 2024, Parent and its Subsidiaries have been in compliance with Data Privacy Legal Requirements and Parent has implemented

and maintained industry standard administrative, technical, physical and organizational security measures, including written policies

and procedures designed to protect the integrity, confidentiality and security of personal data processed by Parent or its Subsidiaries.

(iv)          Except

as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent

has security, back-ups, disaster recovery arrangements, and administrative, physical, and technical safeguards in place that

are reasonably appropriate for a company in the business in which Parent is engaged and Parent has implemented security patches or upgrades

that are reasonably available for the IT Systems where such patches or upgrades are reasonably required to maintain the security of such

IT Systems.

(q)           Regulatory

Matters.

(i)            All

filings (other than immaterial filings) required to be made by Parent or any of its Subsidiaries since January 1, 2024 with the FERC,

the DOE, the NRC, the NERC and any other Governmental Entity, as the case may be, have been made, including all forms, notices, statements,

reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, including all rates, tariffs and related

documents, and all such filings complied, as of their respective dates, or, if amended or superseded by a subsequent filing made prior

to the date of this Agreement, as of the date of the last such amendment or superseding filing prior to the date of this Agreement, with

all applicable requirements of applicable statutes and the rules and regulations promulgated thereunder, except for any filings the

failure of which to make or the failure of which to make in compliance with all applicable requirements of applicable statutes and the

rules and regulations promulgated thereunder, that has not had and would not reasonably be expected to have, individually or in the

aggregate, a Parent Material Adverse Effect.

(ii)           Since

January 1, 2024, none of Parent or any of its Subsidiaries has received any written notice or, to the Knowledge of Parent, any other

written communication from the FERC, the DOE, the NRC, the NERC or any other Governmental Entity regarding any actual or purported violation

of, or failure to comply with, any Law, in each case that would be material to Parent and its Subsidiaries, taken as a whole.

(r)            Voting

Requirements. Other than (x) the affirmative vote of a majority of the votes cast by the holders of outstanding Parent Shares

represented in person or by proxy and entitled to vote on such matter in favor of the approval of the Parent Share Issuance at the Parent

Shareholder Meeting, or any adjournment or postponement thereof, in accordance with the rules and policies of the NYSE (the “Parent

Shareholder Approval”) and (y) the approval of this Agreement and the First Plan of Merger by the sole shareholder of Merger

Sub Corp referenced in Section 5.11 and the approval of this Agreement and the Second Plan of Merger by the sole shareholder

of the Surviving Corporation, no vote or consent of the holders of any class or series of capital stock of Parent is necessary for Parent

and the Merger Subs to approve this Agreement and the Plans of Merger and approve and consummate the Mergers and the other transactions

contemplated by this Agreement.

(s)           Brokers

and Other Advisors. No broker, investment banker, financial advisor or other Person, other than as set forth in Section 3.02(s) of

the Parent Disclosure Letter, is entitled to any broker’s, finder’s or financial advisor’s fee or commission in connection

with the Mergers and the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger

Subs.

(t)            Opinions

of Financial Advisors. The Parent Board has received separate oral opinions of each of Lazard Freres & Co. LLC and BofA Securities, Inc.,

which opinions will be subsequently confirmed in writing, to the effect that, as of the applicable date of each such opinion and based

upon and subject to the various factors, assumptions, limitations, qualifications and other matters set forth in the written opinions,

the Merger Consideration is fair, from a financial point of view, to Parent. Signed, true and complete written copies of such opinions

will be made available to the Company, which the Company acknowledges and agrees (i) are being provided to the Company for informational

purposes only and (ii) may not be relied upon by the Company.

(u)           Ownership

and Operation of Merger Subs. The authorized capital stock of Merger Sub Corp consists solely of one thousand (1,000) shares of common

stock, without par value, all of which are validly issued and outstanding as of the date hereof. All of the issued and outstanding

capital stock of Merger Sub Corp is, and at and immediately prior to the Effective Time will be, owned by Parent. All of the issued and

outstanding membership interests in LLC Sub are, and at and immediately prior to the Second Effective Time will be, owned by Parent. The

Merger Subs have been formed solely for the purpose of engaging in the Mergers and the other transactions contemplated by this Agreement

and prior to the Effective Time will have engaged in no other business activities and will have no assets, liabilities or obligations

of any nature other than those incident to its formation and its entry into this Agreement and the consummation of the Mergers and the

other transactions contemplated by this Agreement.

(v)           Ownership

of Shares. None of Parent, the Merger Subs or any of their Subsidiaries (it being understood and agreed that, for purposes of this

Section 3.02(v), Subsidiaries of Parent and Merger Sub Corp shall not include any benefit plan maintained by Parent or any

of its Subsidiaries) is, directly or indirectly, a “beneficial owner” (as such term is defined in Rule 13d-3 under

the Exchange Act) of any (i) Company Shares, (ii) securities that are convertible into or exchangeable or exercisable for Company

Shares, or (iii) any rights to acquire or vote any Company Shares, or any option, warrant, convertible security, stock appreciation

right, swap agreement or other security, contract right or derivative position, whether or not presently exercisable, that provides Parent,

the Merger Subs, or any of their respective Subsidiaries with an exercise or conversion privilege or a settlement payment or mechanism

at a price related to the value of Company Shares or a value determined in whole or part with reference to, or derived in whole or part

from, the value of the Company Shares, in any case without regard to whether (A) such derivative conveys any voting rights in such

securities to such Person, (B) such derivative is required to be, or capable of being, settled through delivery of securities or

(C) such Person may have entered into other transactions that hedge the economic effect of such derivative, other than any Company

Shares or securities, rights, options, warrants, agreements and derivatives with respect to any Company Shares in an amount equal to,

in the aggregate, less than five percent (5%) of the total number of issued and outstanding Company Shares.

(w)           Information

Supplied. None of the information supplied or to be supplied by Parent specifically for inclusion or incorporation by reference in

the Form S-4 or the Joint Proxy Statement/Prospectus, at (i) the time the Form S-4 is filed with the SEC, at

any time it is amended or supplemented or at the time it is declared effective, (ii) the date the Joint Proxy Statement/Prospectus

is first published or mailed to the holders of Company Shares and Parent Shares or (iii) the time of each of the Company Shareholders

Meeting and the Parent Shareholders Meeting (except, with respect to the foregoing clauses (i) through (iii), to the

extent that any such information is amended or superseded by any subsequent SEC Reports of Parent or the Company), will contain any untrue

statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they are made, not misleading.

(x)            Financial

Ability. Parent has, and at the Closing Parent will have, sufficient immediately available funds and the financial ability to pay

all amounts payable to holders of Company Shares pursuant to Section 2.03(g) and any repayment or refinancing of then

outstanding Indebtedness of the Company or any of its Subsidiaries, which repayment or refinancing is required as a result of the First

Merger, including as set forth in Section 3.02(x) of the Company Disclosure Letter, after taking into account any consents or

waivers obtained from any holder of such Indebtedness prior to the Effective Time.

Article IV

Covenants

Relating to Conduct of Business

Section 4.01

Conduct of Business Pending the First Merger.

(a)            Conduct

of Business by the Company. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement

in accordance with Article VII, except as otherwise expressly contemplated by this Agreement, set forth in Section 4.01(a) of

the Company Disclosure Letter, required by applicable Law, required by a Governmental Entity or with the prior written consent of Parent

(such consent not to be unreasonably withheld, conditioned or delayed), (x) the Company shall, and shall cause each of its Subsidiaries

to, conduct its business in all material respects in the ordinary course consistent with past practice and shall use commercially reasonable

efforts to preserve substantially intact its current business organizations, maintain adequate and comparable insurance coverage, preserve

its relationships with its employees, counterparties, customers, suppliers, and Governmental Entities with jurisdiction over the Company

or any of its Subsidiaries and (y) without limiting the foregoing, the Company shall not, and shall not permit any of its Subsidiaries

to:

(i)            declare,

set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital

stock, other than (A) regular quarterly cash dividends payable by the Company in respect of Company Shares not in excess of the amount

set forth in Section 4.01(a)(i) of the Company Disclosure Letter, (B) semi-annual cash dividends payable by the Company

in respect of the Series C Preferred in accordance with the terms thereof as reflected in the Company Articles of Incorporation as

of the date of this Agreement, (C) dividends or distributions by a Subsidiary of the Company to the Company or to any wholly-owned

Subsidiary of the Company or (D) dividends or distributions as required by and in accordance with the organizational documents of

a Subsidiary of the Company, or as permitted thereby and as has been done routinely in the ordinary course of business;

(ii)           split,

combine or reclassify any of its capital stock, equity securities, or other equity or ownership interests, or securities convertible into

or exchangeable or exercisable for any such shares of capital stock, securities, equity or interests, or issue or authorize the issuance

of any other equity securities in respect of, in lieu of or in substitution for shares of its capital stock, equity securities, or other

equity or ownership interests, other than (A) as set forth in the last mutually agreed financing plan of the Company provided to

Parent prior to the date hereof (the “Company Financing Plan”) provided, however, that any such action

shall be subject to the terms set forth on Section 4.01(a)(ii) of the Company Disclosure Letter, or (B) transactions solely

between or among the Company and its wholly-owned Subsidiaries or between or among the Company’s wholly-owned Subsidiaries;

(iii)          purchase,

redeem or otherwise acquire any of its or its Subsidiaries’ shares of capital stock, equity securities, or other equity or ownership

interests, or securities convertible into or exchangeable or exercisable for any such shares of capital stock, securities, equity or interests,

or any rights, warrants or options to acquire any such shares of capital stock, securities, equity or interests, other than (A) the

withholding of Company Shares to satisfy Tax obligations or the exercise price with respect to awards granted pursuant to the Company

Equity Award Plans or settlement of awards granted pursuant to the Company Equity Award Plans, (B) the acquisition by the Company

of awards granted pursuant to the Company Equity Award Plans in connection with the forfeiture or settlement of such awards or rights,

in each case, that are outstanding as of the date hereof and in accordance with their terms as of the date hereof or granted after the

date hereof in accordance with this Agreement, (C) the redemption of the Series C Preferred pursuant to Section 5.21(a) or

(D) the purchase, redemption or other acquisition of shares of capital stock or equity securities of a wholly-owned Subsidiary of

the Company by the Company or another wholly-owned Subsidiary of the Company;

(iv)          issue,

deliver, sell, pledge, dispose of, encumber or subject to any Lien, any shares of its capital stock or other equity securities, or other

equity or ownership interests (other than the issuance of shares of capital stock or other equity securities by a wholly-owned Subsidiary

of the Company to the Company or another wholly-owned Subsidiary of the Company), or any securities convertible into, exercisable or exchangeable

for, or any rights, warrants or options to acquire, any such shares of capital stock, securities, equity or interests or any “phantom”

stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, other than (A) upon the exercise,

vesting or settlement of awards granted pursuant to the Company Equity Award Plans that are outstanding as of the date hereof or granted

after the date hereof in accordance with this Agreement, in each case, exercised, vested or settled in accordance with their terms, (B) pursuant

to Company’s dividend reinvestment and direct stock purchase plan or as set forth in the Company Financing Plan, provided,

however, that any such action shall be subject to the terms set forth on Section 4.01(a)(iv) of the Company Disclosure Letter,

(C) by a Subsidiary of the Company to the extent required by and in accordance with the organizational documents of such Subsidiary

of the Company, (D) upon any physical settlement of an issuer forward transaction pursuant to a confirmation entered into in connection

with the Company’s at-the-market common stock program and outstanding as of the date hereof, (E) sales of publicly traded securities

held by the Company or Subsidiaries of the Company in the ordinary course of business consistent with past practice or (F) as set

forth on Section 4.01(a)(iv) of the Company Disclosure Letter;

(v)           amend

(A) any of the Company Organizational Documents or (B) the comparable organizational documents of any Subsidiary of the Company,

other than, in the case of this clause (B), amendments that are immaterial and in the ordinary course of business or would not

reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by the Company of the Mergers

or any of the other transactions contemplated by this Agreement;

(vi)          acquire

(whether by merger, consolidation, purchase of property or assets (including equity interests) or otherwise) any corporation, partnership

or other business organization or division thereof or any material assets of or interests in any Person, with an aggregate value in excess

of One Billion Dollars ($1,000,000,000.00), other than (A) transactions solely between or among the Company and its Subsidiaries

or between or among the Company’s Subsidiaries, subject to the restrictions set forth on Section 4.01(a)(vi)(A) of the

Company Disclosure Letter, (B) as set forth on Section 4.01(a)(vi)(B) of the Company Disclosure Letter or (C) the

procurement of inventory, equipment, materials and supplies in the ordinary course of business;

(vii)         sell,

license, lease, transfer, assign, divest, cancel, encumber, abandon or otherwise dispose of any of its properties, rights or assets which

(A) are material to the Company and its Subsidiaries, taken as a whole, or (B) have a value in excess of One Billion Dollars

($1,000,000,000.00) in the aggregate, other than (1) sales, transfers, assignments and dispositions of obsolete, non-operating or

worthless assets or properties, (2) sales, leases, transfers, assignments or other dispositions made in connection with any transactions

solely between or among the Company and its Subsidiaries or between or among the Company’s Subsidiaries, (3) sales, leases,

transfers, assignments or other dispositions (x) of natural gas capacity or commodities or fuel, electricity, capacity, environmental

attributes (including renewable energy certificates, emissions allowances, carbon credits, and similar environmental commodities), production

tax credits and investment tax credits, whether transferred, sold, or otherwise monetized, ancillary services or transmission rights in

the ordinary course of business, (y) in connection with any demand response or tolling arrangements or agreements, power purchase

agreements or interconnection agreements in the ordinary course of business or (z) pursuant to any hedging, swap or other derivative

arrangements relating to any of the foregoing products or services in the ordinary course of business, (4) as set forth on Section 4.01(a)(vii) of

the Company Disclosure Letter or (5) sales of inventory, equipment, materials and supplies in the ordinary course of business;

(viii)        incur,

redeem, prepay, defease, cancel, or, in any material respect, modify any indebtedness for borrowed money, issue or sell any debt securities

or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee, assume or endorse or

otherwise as an accommodation become responsible for any such indebtedness or any debt securities or other financial obligations of another

Person or enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (other

than any Subsidiary of the Company) (collectively, “Indebtedness” and which for the avoidance of doubt shall not include

any hedging, swap or other derivative arrangements relating to any of the foregoing), other than (A) borrowings and repayments under

revolving and/or letter of credit facilities of the Company or any of its Subsidiaries existing as of the date of this Agreement (or replacements

or extensions thereof in the same aggregate principal amount or less on comparable terms not materially more restrictive on the Company

or any such Subsidiary, taken as a whole, compared to the terms of such existing revolving and/or letter of credit facility being replaced),

in each case, in the ordinary course of business and consistent with past practice or commercial paper programs in the ordinary course

of business, (B) other than as set forth in the foregoing clause (A) incurring any Indebtedness in replacement of Indebtedness

existing as of the date of this Agreement or otherwise in the ordinary course of business not in excess of Five Hundred Million Dollars

($500,000,000.00) in the aggregate in any fiscal year, (C) redeeming, repurchasing, prepaying, defeasing, cancelling or modifying

any Indebtedness in the ordinary course of business not to exceed Five Hundred Million Dollars ($500,000,000.00) in the aggregate in any

fiscal year or redeeming any Indebtedness pursuant to a par call provision included in the applicable instrument or agreement governing

such Indebtedness as of the date of this Agreement, (D) incurring, redeeming, prepaying, defeasing, cancelling or modifying any Indebtedness

among the Company and/or any of its Subsidiaries, (E) providing guarantees and other credit support by the Company or any of its

Subsidiaries with respect to the obligations of any of the Company or any of its Subsidiaries, (F) as set forth in the Company Financing

Plan or (G) the issuance of any DERI Notes in the ordinary course of business and the redemption of the DERI Notes and/or discharge

of the related indenture pursuant to Section 5.21(b); provided, however, that all such Indebtedness shall be subject

to the terms set forth on Section 4.01(a)(viii) of the Company Disclosure Letter;

(ix)          settle

any claim, investigation or Proceeding (other than any Proceeding relating to Taxes, which are subject to Section 4.01(a)(xii))

with a Governmental Entity or third party, in each case, threatened, made or pending against the Company or any of its Subsidiaries, which,

in the case of any settlement, (A) contains non-monetary terms which would (1) result in an admission of criminal liability

by the Company or any of its Subsidiaries or (2) materially restrict the operations of the business of (including as a result of

any injunctive or equitable relief on) the Company and its Subsidiaries taken as a whole or (B) requires payment in excess of Twenty

Million Dollars ($20,000,000.00) for any individual regulatory Proceeding, Fifty Million Dollars ($50,000,000.00) for any individual non-regulatory

Proceeding, or One Hundred Million Dollars ($100,000,000.00) in the aggregate (excluding any amounts that are covered by any insurance

policies of the Company or its Subsidiaries, as applicable), other than the settlement of any claims, investigations or Proceedings (other

than Company Material Litigation Proceedings or Company Material Regulatory Proceedings) (x) made in the ordinary course of business,

for an amount (excluding any amounts that are covered by any insurance policies of the Company or its Subsidiaries, as applicable) not

in excess of the amount reflected or reserved therefor in the most recent financial statements (or the notes thereto) of the Company included

in the Company’s SEC Reports or (y) in connection with the Mergers or the transactions contemplated by this Agreement. Notwithstanding

anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall initiate or settle any Company Material

Litigation Proceeding or any Company Material Regulatory Proceeding without the prior written consent of Parent (not to be unreasonably

withheld, conditioned or delayed), provided that (1) the Company or any of its Subsidiaries may initiate any Company Material

Regulatory Proceeding required by Law or reasonably deemed necessary by the Company based on Good Utility Practice so long as the Company

incorporates Parent’s good faith, timely and reasonable comments; and (2) the Company or any Subsidiary may initiate any Company

Material Litigation Proceeding on an emergency basis, so long as the Company provides an advance copy of such filing to Parent, after

which Parent shall have 12 hours to provide its response to such request and, if it fails to respond within such period, it will be deemed

to have consented in writing to such emergency initiation;

(x)            except

as required pursuant to the terms of any Company Benefit Plan or other written agreement, in each case, in effect on the date hereof,

(A) grant to any director, officer or employee any increase in compensation or pay, or award any bonuses or incentive compensation,

(B) grant to any current or former director, officer or employee any increase in severance, retention or termination pay, (C) grant

or amend any equity awards, (D) enter into any new, or modify any existing, employment or consulting agreement with any current or

former director or officer pursuant to which the annual base compensation of such individual under such agreement exceeds Two Hundred

Twenty-Five Thousand Dollars ($225,000.00) or the term of which exceeds twelve (12) months, other than entry into an Employment Continuity

Agreement in connection with the promotion of a new officer in the ordinary course of business consistent with past practice, or (E) establish,

adopt, enter into or amend in any material respect any material collective bargaining agreement or material Company Benefit Plan; provided, however,

that, the foregoing shall not restrict the Company or any of its Subsidiaries from taking any such actions in the ordinary course of business

consistent with past practice including in connection with annual salary reviews, annual equity awards or with respect to newly hired

officers or employees or in the context of promotions, backfills or rotations;

(xi)           other

than as required (A) by GAAP (or any interpretation thereof), including pursuant to standards, guidelines and interpretations of

the Financial Accounting Standards Board or any similar organization or (B) by a Governmental Entity or Law (including pursuant to

any applicable SEC rule or policy), make any change in accounting methods, principles or practices where such changes would reasonably

be expected to be material to the Company and its Subsidiaries, taken as a whole;

(xii)          (A) make

any material Tax election inconsistent with past practice, (B) change or rescind any material Tax election, (C) adopt or change

any Tax accounting period or material method of Tax accounting, (D) settle or compromise any Tax liability with respect to a material

amount of Taxes or consent to any material claim or assessment or obtain any material ruling relating Taxes, (E) file any amended

material Tax Return or (F) enter into any material closing agreement relating to Taxes; provided, however, that none

of the foregoing shall restrict the Company or any of its Subsidiaries from (1) making any election to claim, transfer or sell any

investment Tax credits or production Tax credits, (2) making any election or determination with respect to any research or experimental

expenditures pursuant to Section 174 of the Code and the Treasury Regulations thereunder (or analogous provision of state or local

Law), (3) filing any Tax Return to carryback any Tax credits to any Tax period (or portion thereof) ending on or before the Closing

Date or (4) making, changing or rescinding any election or method of Tax accounting relating to any alternative minimum tax under

Section 55 of the Code (or analogous provision of state or local Law);

(xiii)         other

than in the ordinary course of business consistent with past practice, materially amend, modify or terminate, or enter into, any Contract

which if entered into prior to the date of this Agreement would have been deemed, a Company Material Contract; provided, that any

Company Material Contract pertaining or relating to any action addressed in or otherwise permitted by any other subsection of this Section 4.01(a) or

as set forth in Section 4.01(a)(xiii) of the Company Disclosure Letter shall be excluded from this prohibition;

(xiv)         adopt

or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other

reorganization, other than (A) the Mergers, (B) plans of complete or partial liquidation or dissolution of wholly-owned Subsidiaries

of the Company or (C) any other mergers, consolidations, restructurings, recapitalizations or other reorganizations solely between

or among the Company’s wholly-owned Subsidiaries; or

(xv)         authorize

any of, or commit or agree to take any of, the foregoing actions prohibited pursuant to clauses (i) through (xiv) of

this Section 4.01(a).

(b)           Conduct

of Business by Parent. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement

in accordance with Article VII, except as otherwise expressly contemplated by this Agreement, set forth in Section 4.01(b) of

the Parent Disclosure Letter, required by applicable Law, required by a Governmental Entity or with the prior written consent of the Company

(such consent not to be unreasonably withheld, conditioned or delayed), (x) Parent shall, and shall cause each of its Subsidiaries

to, conduct its business in all material respects in the ordinary course consistent with past practice and shall use commercially reasonable

efforts to preserve substantially intact its current business organizations, maintain adequate and comparable insurance coverage, preserve

its relationships with its employees, counterparties, customers, suppliers, and Governmental Entities with jurisdiction over Parent or

any of its Subsidiaries and (y) without limiting the foregoing, Parent shall not, and shall not permit any of its Subsidiaries to:

(i)            declare,

set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital

stock, other than (A) regular quarterly cash dividends payable by Parent in respect of Parent Shares, (B) dividends or distributions

by a Subsidiary of Parent to Parent or to any wholly-owned Subsidiary of Parent or (C) dividends or distributions by a Subsidiary

of Parent as required by and in accordance with the organizational documents of such Subsidiary of Parent, or as permitted thereby and

as has been done routinely in the ordinary course of business;

(ii)           split,

combine or reclassify any of its capital stock, equity securities, or other equity or ownership interests, or securities convertible into

or exchangeable or exercisable for any such shares of capital stock, securities, equity or interests, or issue or authorize the issuance

of any other equity securities in respect of, in lieu of or in substitution for shares of its capital stock, equity securities, or other

equity or ownership interests, other than (A) as set forth in the last mutually agreed financing plan of Parent provided to the Company

prior to the date hereof (the “Parent Financing Plan”) or (B) in transactions solely between or among Parent and

its wholly-owned Subsidiaries;

(iii)          purchase,

redeem or otherwise acquire any of its or its Subsidiaries’ shares of capital stock, equity securities, or other equity or ownership

interests, or securities convertible into or exchangeable or exercisable for any such shares of capital stock, securities, equity or interests,

or any rights, warrants or options to acquire any such shares of capital stock, securities, equity or interests, other than (A) the

withholding of Parent Shares or any of Parent’s Subsidiaries’ capital stock to satisfy Tax obligations or the exercise price

with respect to awards granted pursuant to any of Parent’s equity award plans, (B) purchasing, redeeming or acquiring any of

Parent’s equity awards pursuant to any of Parent’s equity award plans, (C) as set forth in the Parent Financing Plan

or (D) the purchase, redemption or other acquisition of shares of capital stock or equity securities of a wholly-owned Subsidiary

of Parent by Parent or another wholly-owned Subsidiary of Parent;

(iv)          issue,

deliver, sell, pledge, dispose of, encumber or subject to any Lien, any shares of its capital stock or other equity securities, or other

equity or ownership interests (other than the issuance of shares of capital stock or other equity securities by a wholly-owned Subsidiary

of Parent to Parent or another wholly-owned Subsidiary of Parent), or any securities convertible into, exercisable or exchangeable for,

or any rights, warrants or options to acquire, any such shares of capital stock, securities, equity or interests or any “phantom”

stock, “phantom” stock rights, stock appreciation rights or stock-based performance units, other than (A) upon the exercise,

vesting or settlement of awards granted pursuant to any Parent equity award plans, (B) pursuant to Parent’s dividend reinvestment

and direct stock purchase plan, (C) as set forth in the Parent Financing Plan, (D) by a Subsidiary of Parent to the extent required

by the organizational documents of such Subsidiary of Parent, (E) sales of publicly traded securities held by Parent or Subsidiaries

of Parent in the ordinary course of business consistent with past practice or (F) as set forth on Section 4.01(b)(iv) of

the Parent Disclosure Letter;

(v)           amend

(A) any of the Parent Organizational Documents or (B) the comparable organizational documents of any Subsidiary of Parent, other

than, in the case of this clause (B), amendments that are immaterial and in the ordinary course of business or would not reasonably

be expected to prevent or materially impede, interfere with, hinder or delay the consummation by Parent of the Mergers or any of the other

transactions contemplated by this Agreement;

(vi)          acquire

(whether by merger, consolidation, purchase of property or assets (including equity interests) or otherwise) any corporation, partnership

or other business organization or division thereof or any material assets of or interests in any Person, with an aggregate value in excess

of Four Billion Dollars ($4,000,000,000.00), other than (A) transactions solely between or among Parent and its Subsidiaries or between

or among Parent’s Subsidiaries, (B) as set forth on the Parent Financing Plan or (C) the procurement of inventory, equipment,

materials and supplies in the ordinary course of business;

(vii)         settle

any claim, investigation or Proceeding (other than any Proceeding relating to Taxes, which are subject to Section 4.02(b)(x))

with a Governmental Entity or third party, in each case, threatened, made or pending against Parent or any of its Subsidiaries, which,

in the case of any settlement, (A) contains non-monetary terms which would (1) result in an admission of criminal liability

by Parent or any of its Subsidiaries or (2) materially restrict the operations of the business of (including as a result of any injunctive

or equitable relief on) Parent and its Subsidiaries taken as a whole or (B) requires payment in excess of Eighty Million Dollars

($80,000,000.00) for any individual regulatory Proceeding, Two Hundred Million Dollars ($200,000,000.00) for any individual non-regulatory

Proceeding, or Four Hundred Million Dollars ($400,000,000.00) in the aggregate (excluding any amounts that are covered by any insurance

policies of Parent or its Subsidiaries, as applicable), other than the settlement of any claims, investigations or Proceedings (other

than Parent Material Litigation Proceedings or Parent Material Regulatory Proceedings) (x) made in the ordinary course of business,

for an amount (excluding any amounts that are covered by any insurance policies of Parent or its Subsidiaries, as applicable) not in excess

of the amount reflected or reserved therefor in the most recent financial statements (or the notes thereto) of Parent included in Parent’s

SEC Reports or (y) in connection with the Mergers or the transactions contemplated by this Agreement. Notwithstanding anything to

the contrary in this Agreement, neither Parent nor any of its Subsidiaries shall settle any Parent Material Litigation Proceeding or any

Parent Material Regulatory Proceeding without the prior written consent of the Company (not to be unreasonably withheld, conditioned or

delayed);

(viii)        other

than in the ordinary course of business consistent with past practice, materially amend, modify or terminate, or enter into, any Contract

which if entered into prior to the date of this Agreement would have been deemed, a Parent Material Contract, and excluding any Parent

Material Contract pertaining or relating to any action addressed in or otherwise permitted by any other subsection of this Section 4.01(b),

as contemplated by the Parent Financing Plan or otherwise as set forth on Section 4.01(b)(viii) of the Parent Disclosure Letter;

(ix)           other

than as required (A) by GAAP (or any interpretation thereof), including pursuant to standards, guidelines and interpretations of

the Financial Accounting Standards Board or any similar organization or (B) by a Governmental Entity or Law (including pursuant to

any applicable SEC rule or policy), make any change in accounting methods, principles or practices where such changes would reasonably

be expected to be material to Parent and its Subsidiaries, taken as a whole;

(x)            (A) make

any material Tax election inconsistent with past practice, (B) change or rescind any material Tax election, (C) adopt or change

any Tax accounting period or material method of Tax accounting, (D) settle or compromise any Tax liability with respect to a material

amount of Taxes or consent to any material claim or assessment or obtain any material ruling relating Taxes, (E) file any amended

material Tax Return or (F) enter into any material closing agreement relating to Taxes; provided, however, that none

of the foregoing shall restrict Parent or any of its Subsidiaries from (1) making any election to claim, transfer or sell any investment

Tax credits or production Tax credits, (2) making any election or determination with respect to any research or experimental expenditures

pursuant to Section 174 of the Code and the Treasury Regulations thereunder (or analogous provision of state or local Law), (3) filing

any Tax Return to carryback any Tax credits to any Tax period (or portion thereof) ending on or before the Closing Date or (4) making,

changing or rescinding any election or method of Tax accounting relating to any alternative minimum tax under Section 55 of the Code

(or analogous provision of state or local Law);

(xi)           adopt

or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other

reorganization, other than (A) the Mergers, (B) plans of complete or partial liquidation or dissolution of wholly-owned Subsidiaries

of Parent or (C) any other mergers, consolidations, restructurings, recapitalizations or other reorganizations solely between or

among Parent’s wholly-owned Subsidiaries; or

(xii)          authorize

any of, or commit or agree to take any of, the foregoing actions prohibited pursuant to clauses (i) through (xi) of

this Section 4.01(b).

anything to the contrary herein, the Company or Parent may, and may cause its Subsidiaries to, take reasonable good faith actions in compliance

with applicable Law to respond to operational emergencies, equipment failures or outages or that the Company or Parent (as applicable)

reasonably determines are then necessary and prudent based on Good Utility Practice to maintain the safety and integrity of any asset

or property in response to any unanticipated or unforeseen and subsequently discovered events, occurrences or developments.

Section 4.02          Company

Acquisition Proposals.

(a)           The

Company agrees that, except as permitted by this Section 4.02, neither it nor any of its Subsidiaries, or any of their respective

directors or officers, shall, and it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ employees,

investment bankers, attorneys, accountants and other advisors or representatives (such employees, investment bankers, attorneys, accountants

and other advisors or representatives of a Person, collectively, “Representatives”) not to, directly or indirectly

(i) initiate, solicit or knowingly encourage or facilitate any Company Acquisition Proposal or the making of any inquiry, indication

of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (ii) engage

in, continue or otherwise participate in any discussions or negotiations regarding any inquiry, indication of interest, proposal or offer

that constitutes, or could reasonably be expected to lead to, a Company Acquisition Proposal, (iii) furnish or provide or afford

access to any information or data to any Person in connection with any inquiry, indication of interest, proposal or offer that constitutes,

or could reasonably be expected to lead to, a Company Acquisition Proposal or (iv) otherwise authorize, commit to or resolve to do

any of the foregoing or knowingly facilitate any effort or attempt with respect to the foregoing.

(b)           The

Company agrees that it and its Subsidiaries and their respective directors, officers, and employees, shall, and it shall instruct and

use its reasonable best efforts to cause its and its Subsidiaries’ Representatives to, immediately (i) cease and cause to be

terminated any solicitation, discussions, negotiations or knowing facilitation or encouragement with any Person that may be ongoing with

respect to any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, a Company

Acquisition Proposal, (ii) terminate any such Person’s access to any physical or electronic data rooms and (iii) request

that any such Person and its Representatives promptly return or destroy all confidential information concerning the Company and its Subsidiaries

theretofore furnished thereto by or on behalf of the Company or any of its Subsidiaries, and destroy all analyses and other materials

prepared by or on behalf of such Person that contain, reflect or analyze such information, in each case, to the extent required by, and

in accordance with, the terms of the applicable confidentiality agreement between the Company and such Person.

Company shall promptly (but in any event within forty-eight (48) hours) notify Parent in writing of the receipt of any inquiry, indication

of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, any Company Acquisition Proposal, indicating

(i) the identity of the Person making such Company Acquisition Proposal and (ii) the terms and conditions of such Company Acquisition

Proposal and providing Parent with the most current version (if any) of such inquiry, indication of interest, proposal or offer and all

related documentation exchanged in connection therewith. With respect to any Company Acquisition Proposal described in the immediately

preceding sentence, the Company shall keep Parent reasonably informed, on a prompt basis (but in any event within forty-eight (48) hours

of any such event), of (x) any changes or modifications to the terms of any such Company Acquisition Proposal and (y) any communications

from such Person to the Company or from the Company to such Person with respect to any changes or modifications to the terms of any such

Company Acquisition Proposal. The Company shall not terminate, amend, modify, waive or fail to enforce any provision of any standstill

or similar obligation with respect to any class of equity securities of the Company or any of its Subsidiaries unless failure to take

such action would be, or would reasonably be expected to be, inconsistent with its fiduciary duties under applicable Law.

(d)           Notwithstanding

anything to the contrary contained in Section 4.02(a) or Section 4.02(b), prior to the Company Requisite

Vote, in response to a bona fide written Company Acquisition Proposal that did not result from a breach of this Section 4.02,

if the Company Board determines in good faith (x) after consultation with the Company’s financial advisors and outside legal

counsel, that such Company Acquisition Proposal is, or could reasonably be expected to lead to, a Company Superior Proposal and (y) after

consultation with the Company’s outside legal counsel, that the failure to take any of the following actions would be, or would

reasonably be expected to be, inconsistent with its fiduciary duties under applicable Law, the Company may (i) furnish or provide

information (including non-public information or data) regarding, and afford access to, the business, properties, assets, books,

records and personnel of, the Company and its Subsidiaries, to the Person making such Company Acquisition Proposal and its Representatives; provided, however,

that the Company shall as promptly as is reasonably practicable make available to Parent any non-public information concerning

the Company or its Subsidiaries that is provided to any Person pursuant to this clause (i) to the extent such information

was not previously made available to Parent and (ii) engage in discussions and negotiations with such Person and its Representatives

with respect to such Company Acquisition Proposal; provided, further, that, prior to taking any of the actions set forth

in the foregoing clauses (i) or (ii), the Person making such Company Acquisition Proposal has entered into an Acceptable

Company Confidentiality Agreement (it being understood that the negotiation of such Acceptable Company Confidentiality Agreement shall

not be deemed to be a breach of Section 4.02(a) or Section 4.02(b)).

(e)           Except

as set forth in Section 4.02(f) and Section 4.02(g), the Company shall not, and the Company Board (and each

committee thereof) shall not (i) (A) withdraw, change, qualify, withhold or modify, or propose to do any of the foregoing, in

a manner adverse to Parent or the Merger Subs, the Company Board Recommendation, (B) adopt, approve or recommend, or propose to adopt,

approve or recommend, any Company Acquisition Proposal, (C) fail to include the Company Board Recommendation in the Joint Proxy Statement/Prospectus,

(D) fail to recommend against any Company Acquisition Proposal subject to Regulation 14D promulgated under the Exchange Act in any

solicitation or recommendation statement made on Schedule 14D-9 within ten (10) Business Days after Parent so requests

in writing, (E) if a Company Acquisition Proposal or any modification thereof is made public or sent to the holders of Company Shares,

fail to issue a press release that reaffirms the Company Board Recommendation within ten (10) Business Days after Parent so requests

in writing or (F) agree or resolve to take any action set forth in the foregoing clauses (A) through (E) (any

action set forth in this clause (i), a “Company Adverse Recommendation Change”) or (ii) authorize, cause

or permit the Company or any of its Affiliates to enter into any letter of intent, memorandum of understanding, agreement in principle,

definitive agreement, or other similar commitment that provides for or would reasonably be expected to lead to a Company Acquisition Proposal

(other than an Acceptable Company Confidentiality Agreement) (a “Company Alternative Acquisition Agreement”).

(f)            Notwithstanding

anything to the contrary in this Agreement, at any time prior to obtaining the Company Requisite Vote, the Company Board may make a Company

Adverse Recommendation Change (and, solely with respect to a Company Superior Proposal, terminate this Agreement pursuant to Section 7.01(c)(i))

if (i) the Company has received a Company Acquisition Proposal other than as a result of a breach of this Section 4.02

and the Company Board (or a duly authorized committee thereof) determines in good faith, (x) after consultation with the Company’s

financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes a Company Superior Proposal and (y) after

consultation with the Company’s outside legal counsel, that the failure to make a Company Adverse Recommendation Change in response

to the receipt of such Company Superior Proposal would be, or would reasonably be expected to be, inconsistent with its fiduciary duties

under applicable Law and (ii) (A) the Company provides Parent prior written notice of its intent to make any Company Adverse

Recommendation Change or terminate this Agreement pursuant to Section 7.01(c)(i) at least four (4) Business Days

prior to taking such action to the effect that, absent any modification to the terms and conditions of this Agreement that would cause

the Company Superior Proposal to no longer be a Company Superior Proposal, the Company Board has resolved to effect a Company Adverse

Recommendation Change or to terminate this Agreement pursuant to Section 7.01(c)(i), which notice shall specify the basis

for such Company Adverse Recommendation Change or termination, shall provide the terms and conditions of such Company Superior Proposal

and shall attach the most current draft of any Company Alternative Acquisition Agreement, and any other documents with respect to the

Company Superior Proposal that (x) include any terms and conditions of the Company Superior Proposal and (y) were not produced

by the Company, any of its Subsidiaries or any of its or their Representatives solely for internal purposes, if applicable (a “Company

Notice of Recommendation Change”) (it being understood that such Company Notice of Recommendation Change shall not in itself

be deemed a Company Adverse Recommendation Change and that any change in price or revision or amendment to the terms of a Company Superior

Proposal, if applicable, shall require a new notice to which the provisions of clauses (A), (B) and (C) of

this Section 4.02(f) shall apply mutatis mutandis except that, in the case of such a new notice, all references

to four (4) Business Days in this Section 4.02(f) shall be deemed to be two (2) Business Days), (B) during

such four (4) Business Day period, if requested by Parent, the Company shall make its Representatives reasonably available to negotiate

in good faith with Parent and its Representatives regarding any modifications to the terms and conditions of this Agreement that Parent

proposes to make and (C) at the end of such four (4) Business Day period and taking into account any modifications to the terms

of this Agreement proposed by Parent to the Company in a written, binding and irrevocable offer, the Company Board determines in good

faith (x) after consultation with the Company’s financial advisors and outside legal counsel, that such Company Superior Proposal

still constitutes a Company Superior Proposal and (y) after consultation with the Company’s outside legal counsel, that the

failure to make such a Company Adverse Recommendation Change would be, or would reasonably be expected to be, inconsistent with its fiduciary

duties under applicable Law.

(g)           Notwithstanding

anything to the contrary in this Agreement, other than in connection with a Company Acquisition Proposal (which shall be governed by Section 4.02(f)),

at any time prior to obtaining the Company Requisite Vote, the Company Board may make a Company Adverse Recommendation Change if (i) a

Company Intervening Event occurs and in response thereto the Company Board (or a duly authorized committee thereof) determines in good

faith, after consultation with the Company’s outside legal counsel, that the failure to make a Company Adverse Recommendation Change

in response to the Company Intervening Event would be, or would reasonably be expected to be, inconsistent with its fiduciary duties under

applicable Law and (ii) (A) the Company provides Parent prior written notice of its intent to make any Company Adverse Recommendation

Change at least four (4) Business Days prior to taking such action to the effect that the Company Board has resolved to effect a

Company Adverse Recommendation Change, which notice shall specify the basis for such Company Adverse Recommendation Change and include

a reasonably detailed description of the Company Intervening Event (it being understood that such notice of intent to make a Company Adverse

Recommendation Change shall not in itself be deemed a Company Adverse Recommendation Change), (B) during such four (4) Business

Day period, if requested by Parent, the Company shall make its Representatives reasonably available to negotiate in good faith with Parent

and its Representatives regarding any modifications to the terms and conditions of this Agreement that Parent proposes to make and (C) at

the end of such four (4) Business Day period and taking into account any modifications to the terms of this Agreement proposed by

Parent to the Company in a written, binding and irrevocable offer, the Company Board determines in good faith, after consultation with

the Company’s outside legal counsel, that the failure to make such a Company Adverse Recommendation Change would be, or would reasonably

be expected to be, inconsistent with its fiduciary duties under applicable Law. Each time there is a material change to the facts or circumstances

relating to the Company Intervening Event prior to obtaining the Company Requisite Vote, the Company will be required to deliver to Parent

prompt written notice of such material change (which notice shall include a reasonably detailed description of such material change) and

the Company will provide Parent with an additional two (2) Business Day period prior to making a Company Adverse Recommendation Change,

such period shall begin upon the date of Parent’s receipt of the notice of such material change.

(h)           Nothing

contained in this Section 4.02 or elsewhere in this Agreement shall prohibit the Company or any of its Subsidiaries from (i) complying

with its disclosure obligations under U.S. federal or state Law, including making any “stop, look and listen” communication

to the shareholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communications

to the shareholders of the Company) or (ii) making any other disclosure to its shareholders if the Company Board determines in good

faith after consultation with the Company’s outside legal counsel that the failure to make such disclosure would be, or would reasonably

be expected to be, inconsistent with its fiduciary duties under applicable Law (it being understood that such action shall constitute

a Company Adverse Recommendation Change if it otherwise satisfies the definition thereof).

Section 4.03          Parent

Acquisition Proposals.

(a)           Parent

agrees that, except as permitted by this Section 4.03, neither it nor any of its Subsidiaries, or any of their respective

directors or officers, shall, and it shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ Representatives

not to, directly or indirectly (i) initiate, solicit or knowingly encourage or facilitate any Parent Acquisition Proposal or the

making of any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, a Parent

Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding any inquiry,

indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, a Parent Acquisition Proposal,

(iii) furnish or provide or afford access to any information or data to any Person in connection with any inquiry, indication of

interest, proposal or offer that constitutes, or could reasonably be expected to lead to, a Parent Acquisition Proposal, or (iv) otherwise

authorize, commit to or resolve to do any of the foregoing or knowingly facilitate any effort or attempt with respect to the foregoing.

(b)           Parent

agrees that it and its Subsidiaries and their respective directors, officers, and employees, shall, and it shall instruct and use its

reasonable best efforts to cause its and its Subsidiaries’ Representatives to, immediately (i) cease and cause to be terminated

any solicitation, discussions, negotiations or knowing facilitation or encouragement with any Person that may be ongoing with respect

to any inquiry, indication of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, a Parent Acquisition

Proposal, (ii) terminate any such Person’s access to any physical or electronic data rooms and (iii) request that any

such Person and its Representatives promptly return or destroy all confidential information concerning Parent and its Subsidiaries theretofore

furnished thereto by or on behalf of Parent or any of its Subsidiaries, and destroy all analyses and other materials prepared by or on

behalf of such Person that contain, reflect or analyze such information, in each case, to the extent required by, and in accordance with,

the terms of the applicable confidentiality agreement between Parent and such Person.

shall promptly (but in any event within forty-eight (48) hours) notify the Company in writing of the receipt of any inquiry, indication

of interest, proposal or offer that constitutes, or could reasonably be expected to lead to, any Parent Acquisition Proposal, indicating

(i) the identity of the Person making such Parent Acquisition Proposal and (ii) the terms and conditions of such Parent Acquisition

Proposal and providing the Company with the most current version (if any) of such inquiry, indication of interest, proposal or offer and

all related documentation exchanged in connection therewith. With respect to any Parent Acquisition Proposal described in the immediately

preceding sentence, Parent shall keep the Company reasonably informed, on a prompt basis (but in any event within forty-eight (48) hours

of any such event), of (x) any changes or modifications to the terms of any such Parent Acquisition Proposal and (y) any communications

from such Person to Parent or from Parent to such Person with respect to any changes or modifications to the terms of any such Parent

Acquisition Proposal. Parent shall not terminate, amend, modify, waive or fail to enforce any provision of any standstill or similar obligation

with respect to any class of equity securities of Parent or any of its Subsidiaries unless failure to take such action would be, or would

reasonably be expected to be, inconsistent with its fiduciary duties under applicable Law.

(d)           Notwithstanding

anything to the contrary contained in Section 4.03(a) or Section 4.03(b), prior to the Parent Shareholder

Approval, in response to a bona fide written Parent Acquisition Proposal that did not result from a breach of this Section 4.03,

if the Parent Board determines in good faith (x) after consultation with Parent’s financial advisors and outside legal counsel,

that such Parent Acquisition Proposal is, or could reasonably be expected to lead to, a Parent Superior Proposal and (y) after consultation

with Parent’s outside legal counsel, that the failure to take any of the following actions would be, or would reasonably be expected

to be, inconsistent with its fiduciary duties under applicable Law, Parent may, (i) furnish or provide information (including non-public information

or data) regarding, and afford access to, the business, properties, assets, books, records and personnel of, Parent and its Subsidiaries,

to the Person making such Parent Acquisition Proposal and its Representatives; provided, however, that Parent

shall as promptly as is reasonably practicable make available to the Company any non-public information concerning Parent or

its Subsidiaries that is provided to any Person pursuant to this clause (i) to the extent such information was not previously

made available to the Company and (ii) engage in discussions and negotiations with such Person and its Representatives with respect

to such Parent Acquisition Proposal; provided, further, that, prior to taking any of the actions set forth in the foregoing

clauses (i) or (ii), the Person making such Parent Acquisition Proposal has entered into an Acceptable Parent Confidentiality

Agreement (it being understood that the negotiation of such Acceptable Parent Confidentiality Agreement shall not be deemed to be a breach

of Section 4.03(a) or Section 4.03(b)).

(e)           Except

as set forth in Section 4.03(f) and Section 4.03(g), Parent shall not, and the Parent Board (and each committee

thereof) shall not (i) (A) withdraw, change, qualify, withhold or modify, or propose to do any of the foregoing, in a manner

adverse to the Company, the Parent Board Recommendation, (B) adopt, approve or recommend, or propose to adopt, approve or recommend,

any Parent Acquisition Proposal, (C) fail to include the Parent Board Recommendation in the Joint Proxy Statement/Prospectus, (D) fail

to recommend against any Parent Acquisition Proposal subject to Regulation 14D promulgated under the Exchange Act in any solicitation

or recommendation statement made on Schedule 14D-9 within ten (10) Business Days after the Company so requests in writing, (E) if

a Parent Acquisition Proposal or any modification thereof is made public or sent to the holders of Parent Shares, fail to issue a press

release that reaffirms the Parent Board Recommendation within ten (10) Business Days after the Company so requests in writing or

(F) agree or resolve to take any action set forth in the foregoing clauses (A) through (E) (any action set

forth in this clause (i), a “Parent Adverse Recommendation Change”) or (ii) authorize, cause or permit

Parent or any of its Affiliates to enter into any letter of intent, memorandum of understanding, agreement in principle, definitive agreement,

or other similar commitment that provides for or would reasonably be expected to lead to a Parent Acquisition Proposal (other than an

Acceptable Parent Confidentiality Agreement) (a “Parent Alternative Acquisition Agreement”).

(f)            Notwithstanding

anything to the contrary in this Agreement, at any time prior to obtaining the Parent Shareholder Approval, the Parent Board may make

a Parent Adverse Recommendation Change (and, solely with respect to a Parent Superior Proposal, terminate this Agreement pursuant to Section 7.01(d)(iii))

if (i) Parent has received a Parent Acquisition Proposal other than as a result of a breach of this Section 4.03 and

the Parent Board (or a duly authorized committee thereof) determines in good faith, (x) after consultation with Parent’s financial

advisors and outside legal counsel, that such Parent Acquisition Proposal constitutes a Parent Superior Proposal and (y) after consultation

with Parent’s outside legal counsel that the failure to make a Parent Adverse Recommendation Change in response to the receipt of

such Parent Superior Proposal would be, or would reasonably be expected to be, inconsistent with its fiduciary duties under applicable

Law and (ii) (A) Parent provides the Company prior written notice of its intent to make any Parent Adverse Recommendation Change

or terminate this Agreement pursuant to Section 7.01(d)(iii) at least four (4) Business Days prior to taking such

action to the effect that, absent any modification to the terms and conditions of this Agreement that would cause the Parent Superior

Proposal to no longer be a Parent Superior Proposal, the Parent Board has resolved to effect a Parent Adverse Recommendation Change or

to terminate this Agreement pursuant to Section 7.01(d)(iii), which notice shall specify the basis for such Parent Adverse

Recommendation Change or termination, shall provide the terms and conditions of such Parent Superior Proposal and shall attach the most

current draft of any Parent Alternative Acquisition Agreement, and any other documents with respect to the Parent Superior Proposal that

(x) include any terms and conditions of the Parent Superior Proposal and (y) were not produced by Parent, any of its Subsidiaries

or any of its or their Representatives solely for internal purposes, if applicable (a “Parent Notice of Recommendation Change”)

(it being understood that such Parent Notice of Recommendation Change shall not in itself be deemed a Parent Adverse Recommendation Change

and that any change in price or revision or amendment to the terms of a Parent Superior Proposal, if applicable, shall require a new notice

to which the provisions of clauses (A), (B) and (C) of this Section 4.03(f) shall apply

mutatis mutandis except that, in the case of such a new notice, all references to four (4) Business Days in this Section 4.03(f) shall

be deemed to be two (2) Business Days), (B) during such four (4) Business Day period, if requested by the Company, Parent

shall make its Representatives reasonably available to negotiate in good faith with the Company and its Representatives regarding any

modifications to the terms and conditions of this Agreement that the Company proposes to make and (C) at the end of such four (4) Business

Day period and taking into account any modifications to the terms of this Agreement proposed by the Company to Parent in a written, binding

and irrevocable offer, the Parent Board determines in good faith (x) after consultation with Parent’s financial advisors and

outside legal counsel, that such Parent Superior Proposal still constitutes a Parent Superior Proposal and (y) after consultation

with Parent’s outside legal counsel, that the failure to make such a Parent Adverse Recommendation Change would be, or would reasonably

be expected to be, inconsistent with its fiduciary duties under applicable Law.

(g)           Notwithstanding

anything to the contrary in this Agreement, other than in connection with a Parent Acquisition Proposal (which shall be governed by Section 4.03(f)),

at any time prior to obtaining the Parent Shareholder Approval, the Parent Board may make a Parent Adverse Recommendation Change if (i) a

Parent Intervening Event occurs and in response thereto the Parent Board (or a duly authorized committee thereof) determines in good faith,

after consultation with Parent’s outside legal counsel, that the failure to make a Parent Adverse Recommendation Change in response

to the Parent Intervening Event would be, or would reasonably be expected to be, inconsistent with its fiduciary duties under applicable

Law and (ii) (A) Parent provides the Company prior written notice of its intent to make any Parent Adverse Recommendation Change

at least four (4) Business Days prior to taking such action to the effect that the Parent Board has resolved to effect a Parent Adverse

Recommendation Change, which notice shall specify the basis for such Parent Adverse Recommendation Change and include a reasonably detailed

description of the Parent Intervening Event (it being understood that such notice of intent to make a Parent Adverse Recommendation Change

shall not in itself be deemed a Parent Adverse Recommendation Change), (B) during such four (4) Business Day period, if requested

by the Company, Parent shall make its Representatives reasonably available to negotiate in good faith with the Company and its Representatives

regarding any modifications to the terms and conditions of this Agreement that the Company proposes to make and (C) at the end of

such four (4) Business Day period and taking into account any modifications to the terms of this Agreement proposed by the Company

to Parent in a written, binding and irrevocable offer, the Parent Board determines in good faith, after consultation with Parent’s

outside legal counsel, that the failure to make such a Parent Adverse Recommendation Change would be, or would reasonably be expected

to be, inconsistent with its fiduciary duties under applicable Law. Each time there is a material change to the facts or circumstances

relating to the Parent Intervening Event prior to obtaining the Parent Shareholder Approval, Parent will be required to deliver to the

Company prompt written notice of such material change (which notice shall include a reasonably detailed description of such material change)

and Parent will provide the Company with an additional two (2) Business Day period prior to making a Parent Adverse Recommendation

Change, such period shall begin upon the date of the Company’s receipt of the notice of such material change.

(h)           Nothing

contained in this Section 4.03 or elsewhere in this Agreement shall prohibit Parent or any of its Subsidiaries from (i) complying

with its disclosure obligations under U.S. federal or state Law, including making any “stop, look and listen” communication

to the shareholders of Parent pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communications to

the shareholders of Parent) or (ii) making any other disclosure to its shareholders if the Parent Board determines in good faith

after consultation with Parent’s outside legal counsel that the failure to make such disclosure would be, or would reasonably be

expected to be, inconsistent with its fiduciary duties under applicable Law (it being understood that such action shall constitute a Parent

Adverse Recommendation Change if it otherwise satisfies the definition thereof).

Article V

Additional

Agreements

Section 5.01           Form S-4

and Joint Proxy Statement/Prospectus; Shareholders Meetings.

(a)           As

soon as reasonably practicable following the date of this Agreement, but in any event within 30 Business Days thereafter, (i) the

Company and Parent shall jointly prepare and cause to be filed with the SEC a joint proxy statement/prospectus (together with any amendment

or supplement thereto, the “Joint Proxy Statement/Prospectus”) that includes (A) a proxy statement relating

to the Company Shareholders Meeting, (B) a proxy statement relating to the Parent Shareholders Meeting and, with respect to Parent,

the issuance of Parent Shares in the First Merger and (C) a prospectus relating to the registration of the Parent Shares constituting

the aggregate Merger Consideration to be issued by Parent and (ii) Parent shall prepare and cause to be filed with the SEC a registration

statement on Form S-4 (the “Form S-4”), which shall include the Joint Proxy Statement/Prospectus. The Company

and Parent shall, in consultation with the other, set a record date for the Company Shareholders Meeting or Parent Shareholders Meeting,

as applicable, and each of the Company and Parent shall, when reasonably practicable, commence a broker search pursuant to Rule 14a-13

under the Exchange Act in connection therewith. The Company and Parent shall use their respective reasonable best efforts to (A) have

the Form S-4 declared effective under the Securities Act as promptly as practicable after the Form S-4 is filed, (B) ensure

that the Form S-4 and the Joint Proxy Statement/Prospectus comply in all material respects with the applicable provisions of the

Securities Act, the Exchange Act and the rules and regulations thereunder and (C) keep the Form S-4 effective for as long

as may be reasonably determined by Parent and the Company in connection with the preparation, filing and distribution of the Form S-4

and the Joint Proxy Statement/Prospectus. As promptly as practicable after the date of this Agreement, each of the Company and Parent

will furnish or cause to be furnished to the other party the information relating to itself and its Subsidiaries, and cooperate with the

other party, as may reasonably be requested, in connection with the preparation, filing and distribution of the Form S-4 and the

Joint Proxy Statement/Prospectus. The Form S-4 and Joint Proxy Statement/Prospectus shall include all information reasonably requested

by the parties hereto pursuant to the immediately preceding sentence.

(b)           Each

party hereto shall promptly notify the other parties of the receipt of any comments of the SEC to the Form S-4 or the Joint

Proxy Statement/Prospectus and of any request by the SEC for any amendment or supplement thereto or for additional information in connection

therewith. As promptly as practicable after receipt of any such comment or request from the SEC, the party that received such comment

or request shall provide the other parties copies of all correspondence between the receiving party and its Representatives, on the one

hand, and the SEC, on the other hand, regarding such comments or request. The Company and Parent shall each use its reasonable best efforts

to promptly provide responses to the SEC with respect to all comments received on the Form S-4 or the Joint Proxy Statement/Prospectus

from the SEC.

the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement/Prospectus

(or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of the Company and Parent

shall (i) provide the other party an opportunity to review and comment on such document or response (including the proposed final

version of such document or response) and shall consider such comments in good faith and (ii) promptly provide the other party with

a copy of any such document or response.

(d)           Each

of the Company and Parent shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the

issuance of any stop order relating thereto or the suspension of the qualification of the Parent Shares to be issued in connection with

the consummation of the First Merger and the other transactions contemplated by this Agreement for offering or sale in any jurisdiction.

Each of the Company and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise

terminated. Each of the Company and Parent shall also take any other action required to be taken under the Securities Act, the Exchange

Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection

with the First Merger and the issuance of the Parent Shares to be issued in connection with the consummation of the First Merger and the

other transactions contemplated by this Agreement.

(e)           If,

prior to the Effective Time, any event occurs with respect to any party hereto or any of its Subsidiaries, or any change occurs with respect

to other information supplied by such party for inclusion in the Form S-4 or the Joint Proxy Statement/Prospectus, which is

required to be described in an amendment of, or a supplement to, the Form S-4 or the Joint Proxy Statement/Prospectus, such

party shall promptly notify the other parties hereto of such event, and the Company and Parent shall cooperate (i) in the prompt

filing with the SEC of any necessary amendment or supplement to the Form S-4 or the Joint Proxy Statement/Prospectus so that

such documents would not include any misstatement of a material fact or omit to state any material fact required to be stated therein

or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading and

(ii) to the extent required by Law, in disseminating the information contained in such amendment or supplement to the holders of

Company Shares and the holders of Parent Shares.

(f)            Subject

to Section 4.02, the Company will take, in accordance with applicable Law and the Company Organizational Documents, all action

necessary to call, give notice of, convene and hold a meeting of holders of Company Shares (the “Company Shareholders Meeting”)

as promptly as practicable after the Form S-4 is declared effective under the Securities Act, to consider and vote upon the

approval of this Agreement and the First Plan of Merger. Subject to Section 4.02, the Company Board shall recommend such approval

and shall take all lawful action to solicit and obtain the Company Requisite Vote. Notwithstanding anything to the contrary in this Agreement,

the Company may, but shall not be required to, adjourn or postpone the Company Shareholders Meeting (i) to the extent necessary to

ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus (including with respect to a Company Acquisition

Proposal) is provided to the holders of Company Shares a reasonable amount of time in advance of a vote on the approval of this Agreement

and the First Plan of Merger, (ii) if the Company reasonably believes it is necessary and advisable to do so in order to solicit

additional proxies in order to obtain the Company Requisite Vote, (iii) if, as of the time for which the Company Shareholders Meeting

is originally scheduled, there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary

to conduct the business of such meeting or (iv) as required by applicable Law, provided, that in the event Parent postpones

the Parent Shareholders Meeting pursuant to Section 5.01(i), the Company shall postpone or adjourn the Company Shareholders

Meeting once for up to thirty (30) days upon reasonable request of Parent so that the Parent Shareholders Meeting and Company Shareholders

Meeting occur on the same calendar day.

(g)           Parent

shall use its reasonable best efforts to cause to be delivered to the Company two (2) letters from Parent’s independent accountants,

one dated a date within two (2) Business Days before the date on which the Form S-4 shall become effective and one dated

a date within two (2) Business Days before the Closing Date, each addressed to the Company, in form and substance reasonably satisfactory

to the Company and customary in scope and substance for comfort letters delivered by independent public accountants in connection with

registration statements similar to the Form S-4.

(h)           The

Company shall use its reasonable best efforts to cause to be delivered to Parent two (2) letters from the Company’s independent

accountants, one dated a date within two (2) Business Days before the date on which the Form S-4 shall become effective

and one dated a date within two (2) Business Days before the Closing Date, each addressed to Parent, in form and substance reasonably

satisfactory to Parent and customary in scope and substance for comfort letters delivered by independent public accountants in connection

with registration statements similar to the Form S-4.

(i)            Subject

to Section 4.03, Parent will take, in accordance with applicable Law and the Parent Organizational Documents, all action necessary

to call, give notice of, convene and hold a meeting of holders of Parent Shares (the “Parent Shareholders Meeting”)

as promptly as practicable after the Form S-4 is declared effective under the Securities Act, for the purpose of obtaining the Parent

Shareholder Approval. The Parent Board shall recommend such approval and shall take all lawful action to solicit and obtain the Parent

Shareholder Approval. Notwithstanding anything to the contrary in this Agreement, Parent may, but shall not be required to, adjourn or

postpone the Parent Shareholders Meeting (i) to the extent necessary to ensure that any necessary supplement or amendment to the

Joint Proxy Statement/Prospectus is provided to the holders of Parent Shares a reasonable amount of time in advance of a vote on the Parent

Shareholder Approval, (ii) if Parent reasonably believes it is necessary and advisable to do so in order to solicit additional proxies

in order to obtain the Parent Shareholder Approval, (iii) if, as of the time for which the Parent Shareholders Meeting is originally

scheduled, there are insufficient Parent Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct

the business of such meeting or (iv) as required by applicable Law, provided, that in the event Company postpones the Company

Shareholders Meeting pursuant to Section 5.01(f), Parent shall postpone or adjourn the Parent Shareholders Meeting once for

up to thirty (30) days upon reasonable request of the Company so that the Parent Shareholders Meeting and Company Shareholders Meeting

occur on the same calendar day.

(j)            It

is the intention of the parties hereto that, and each of the parties hereto shall reasonably cooperate and use their commercially reasonable

efforts to cause, the date and time of the Company Shareholders Meeting and the Parent Shareholders Meeting be coordinated such that they

occur on the same calendar day (and in any event as close in time as possible).

Section 5.02          Filings;

Other Actions; Notification.

(a)           Subject

to the terms and conditions set forth in this Agreement, each of the Company, Parent and the Merger Subs shall (and shall cause its respective

Subsidiaries and controlled Affiliates to) cooperate and use its respective reasonable best efforts to (i) promptly make any required

submissions and filings under applicable Law or to Governmental Entities with respect to the Mergers and the other transactions contemplated

by this Agreement, (ii) promptly furnish information requested in connection with such submissions and filings to such Governmental

Entities or under such applicable Law, (iii) keep the other parties reasonably informed with respect to the status of any such submissions

and filings to such Governmental Entities or under such applicable Law, including with respect to: (A) the occurrence or receipt

of any Consent under such applicable Law, (B) the expiration or termination of any waiting period, (C) the commencement or proposed

or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under such applicable Law,

and (D) the nature and status of any objections raised or proposed or threatened to be raised under such applicable Law with respect

to the Mergers or the other transactions contemplated by this Agreement, (iv) obtain all Consents and Permits from any Governmental

Entity (including the Regulatory Clearances) or any other Person necessary to consummate the Mergers and the other transactions contemplated

by this Agreement by the Termination Date, and (v) take or cause to be taken all other actions, and do or cause to be done all other

things, reasonably necessary to consummate and make effective the Mergers and the other transactions contemplated by this Agreement by

the Termination Date.

(b)           In

furtherance and not in limitation of the foregoing, each of the Company, Parent and the Merger Subs shall and shall cause its respective

Subsidiaries and controlled Affiliates to (i) (A) make an appropriate filing of a Notification and Report Form pursuant

to the HSR Act with respect to the Mergers and the other transactions contemplated by this Agreement as promptly as reasonably practicable

following the date of this Agreement and in any event by the date with respect to such filing set forth on Section 5.02(b) of

the Company Disclosure Letter (provided that such filing shall not occur earlier than the date set forth on Section 5.02(b) of

the Company Disclosure Letter), (B) make an appropriate response as soon as reasonably practicable to any request for additional

information and documentary material that may be made pursuant to and in accordance with the HSR Act and (C) use its reasonable best

efforts to take, or cause to be taken, all other actions consistent with this Section 5.02 necessary to cause the expiration

or termination of the applicable waiting periods under the HSR Act (including any extensions thereof) by the Termination Date and (ii) (A) make

or cause to be made the appropriate filings (including notice filings) as soon as reasonably practicable and in any event by the dates

with respect to such filings set forth on Section 5.02(b) of the Company Disclosure Letter (provided that any such filings

shall not occur earlier than the dates set forth on Section 5.02(b) of the Company Disclosure Letter (unless the parties hereto

otherwise agree)) with the FERC, the NRC, the FCC, the SCPSC, the NCUC and the VSCC relating to the Mergers and the other transactions

contemplated by this Agreement, (B) supply as soon as reasonably practicable any additional information and documentary material

that may be required or requested by the FERC, the NRC, the FCC, the SCPSC, the NCUC and the VSCC, as applicable, in connection with the

Regulatory Clearances or the Mergers and the other transactions contemplated by this Agreement and (C) use its reasonable best efforts

to take or cause to be taken all other actions consistent with this Section 5.02 as necessary to obtain any necessary Consents

and Permits from the FERC, the NRC, the FCC, the SCPSC, the NCUC and the VSCC, as applicable, in connection with the Regulatory Clearances

or the Mergers and the other transactions contemplated by this Agreement by the Termination Date. The Company shall use commercially reasonable

efforts to cooperate with Parent and provide information reasonably requested by Parent in connection with receipt of a waiver of the

FERC’s affiliate pricing and cross-subsidization rules set out in 18 C.F.R. §§ 35.44(b)(1) and (b)(2) and

35.39(e)(1) and (e)(2) and Parent shall use its reasonable best efforts to obtain such waiver by the Termination Date.

Company, Parent and each Merger Sub shall, subject to applicable Law relating to the exchange of information: (i) promptly notify

the other parties of (and if in writing, furnish the other parties, other than copies of the Notification and Report Forms filed pursuant

to the HSR Act, with copies of) any material communication to such Person from any third party (other than a Representative of any of

the parties hereto or any of their respective Subsidiaries) or any Governmental Entity regarding the filings and submissions described

in this Section 5.02 and permit the other parties to review and discuss in advance (and to consider in good faith

any comments made by the others in relation to) any proposed written response to any material communication from any third party (other

than a Representative of any of the parties hereto or any of their respective Subsidiaries) or any Governmental Entity regarding such

filings and submissions, (ii) keep the other parties reasonably informed of any material developments, meetings or discussions with

any third party (other than a Representative of any of the parties hereto or any of their respective Subsidiaries) or any Governmental

Entity in respect of any filings, submissions, investigations, or inquiries concerning the Mergers or the other transactions contemplated

by this Agreement and (iii) not independently participate in any material meeting or discussion with any Governmental Entity or any

intervenors or other parties, or likely intervenors or other parties, to any Proceedings with respect to the Regulatory Clearances, in

respect of any filings, submissions, investigations or inquiries concerning the Mergers or the other transactions contemplated by this

Agreement without giving the other party or parties hereto reasonable prior notice of such meeting or discussions to the extent it is

reasonably practical to do so and, unless prohibited by such Governmental Entity or otherwise not reasonably practical, the opportunity

to attend or participate; provided, however, that (x) the Company, Parent and each Merger Sub shall be permitted

to redact any correspondence, filing, submission or communication prior to furnishing it to the other parties to the extent such correspondence,

filing, submission or communication contains information relating to the valuation of the Mergers or the other transactions contemplated

by this Agreement or information subject of attorney-client privilege or to comply with applicable Laws, and (y) for the avoidance

of doubt, the foregoing clause (iii) shall not prohibit the Company, Parent or the Merger Subs from independently participating

in meetings and discussions with such Governmental Entities or intervenors or other parties, or likely intervenors or other parties, to

any Proceedings with respect to the Regulatory Clearances, that relate to an explanation of the terms of this Agreement, including the

conditions set forth in Article VI. The parties hereto shall reasonably cooperate with each other and collaborate in good

faith with respect to the Regulatory Clearances or Consents related to the Mergers or the other transactions contemplated by this Agreement.

Notwithstanding anything to the contrary in this Agreement (i) with respect to matters set forth on Section 5.02(c) of

the Parent Disclosure Letter, Parent shall, subject to compliance with its obligations under this Section 5.02, and upon reasonable

consultation and good faith collaboration with the Company, have final decision making authority with respect to (A) regulatory strategy

and (B) any proposals to and any settlements with Governmental Entities regarding Remedial Actions (and responses thereto, including

defending any related Proceedings) and (ii) with respect to matters not covered by clause (i) of this sentence, Parent and the

Company shall, subject to compliance with their respective obligations under this Section 5.02, and upon reasonable consultation

and good faith collaboration with one another, have joint decision making authority with respect to state regulatory strategy and any

proposals to and any settlements with, state Governmental Entities regarding Remedial Actions (and responses thereto, including defending

any related Proceedings), provided, that with respect to this clause (ii) the Company shall lead the process, including taking

the lead in all meetings and communications and developing and recommending an appropriate course of action and strategy to Parent.

(d)           Subject

to the other terms and conditions of this Section 5.02, Parent and each Merger Sub shall and shall cause their Subsidiaries

and Affiliates to agree to take any and all steps necessary to avoid, eliminate or resolve each and every impediment and obtain all Consents

under applicable Laws that may be required in writing by any Governmental Entity (including any Regulatory Clearances), so as to enable

the parties to consummate the Mergers and the other transactions contemplated by this Agreement by the Termination Date, including committing

to and effecting by consent decree, hold separate orders, trust, settlement or otherwise, (i) selling, licensing, holding separate,

limiting Parent’s freedom of action with respect to, or otherwise disposing of assets or businesses of Parent or the Company or

any of their respective Subsidiaries, (ii) terminating, relinquishing, modifying or waiving existing relationships, ventures, contractual

rights, obligations or other arrangements of Parent or the Company or any of their respective Subsidiaries and (iii) creating any

relationships, ventures, contractual rights, obligations or other arrangements of Parent or the Company or any of their respective Subsidiaries

(such steps to agree, commit or effect, including, if any, the steps set forth in clauses (i) – (iii), a “Remedial

Action”); provided, however, that any Remedial Action shall not be required to be agreed to, committed to

or effected unless it is conditioned upon the Closing, unless otherwise agreed by the Company and Parent. At the written request of Parent,

the Company shall, and shall cause its Subsidiaries and Affiliates to, agree to a Remedial Action, so long as such Remedial Action is

conditioned upon and will not be effective until Closing.

(e)           In

the event that any Proceeding is commenced, threatened or is reasonably foreseeable challenging the Mergers or the other transactions

contemplated by this Agreement and such Proceeding seeks, or would reasonably be expected to seek, to prevent, prohibit or materially

impede, delay, interfere with or hinder the consummation of such transactions, Parent shall use reasonable best efforts to take or cause

to be taken all actions to avoid or resolve any such Proceeding before the Termination Date. Each of the Company, Parent and each Merger

Sub shall cooperate with each other and use its respective reasonable best efforts to contest, defend and resist any such Proceeding and

to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits,

prevents, delays, interferes with or restricts consummation of the Mergers and the other transactions contemplated by this Agreement by

the Termination Date. Until the date that is ten (10) Business Days prior to the Termination Date, (i) Parent will be permitted

(and the Company shall use reasonable best efforts, if requested by Parent in writing) to seek and pursue reconsideration or appeal of

any federal executive order or any Order, in each case with respect to the First Merger, from a federal Governmental Entity that imposes

a material Remedial Action that was not agreed to by Parent in writing (such federal executive order or Order from a federal Governmental

Entity, a “Federal Remedial Order”), and (ii) upon written notice by Parent to the Company that it shall take

the actions set forth in clause (i) of this sentence (a “Remedial Order Notice”) and for so long as Parent

is promptly and diligently pursuing such reconsideration or appeal and using its reasonable best efforts to reverse any such Federal Remedial

Order as soon as reasonably practicable and in any event before the Termination Date and otherwise complying in all material respects

with its obligations under this Section 5.02, the condition set forth in Section 6.01(c) (solely for a Federal

Remedial Order) shall not be satisfied until the earlier of (i) the date that is ten (10) Business Days prior to the Termination

Date or (ii) the date such Federal Remedial Order is reversed, withdrawn, or otherwise agreed to by Parent.

(f)            From

the date hereof until the earlier of the Effective Time and the date this Agreement is terminated pursuant to Article VII,

none of Parent, the Merger Subs or the Company shall, nor shall they permit their respective Subsidiaries to, acquire or agree to acquire

any rights, assets, business, Person or division thereof (through acquisition, license, joint venture, collaboration or otherwise), if

such acquisition would reasonably be expected to materially increase the risk of not obtaining, or would reasonably be expected to prevent

or prohibit, or materially impede, materially interfere with, materially hinder or materially delay obtaining, any applicable Consent

under applicable Laws (including any Regulatory Clearance) with respect to the Mergers and the other transactions contemplated by this

Agreement.

(g)           The

Company and its Subsidiaries (as applicable) and Parent and its Subsidiaries (as applicable) shall use commercially reasonable efforts,

and to the extent reasonably practicable, subject to applicable Law relating to the exchange of information and except as would be in

violation of, or result in a waiver or loss of, the attorney-client privilege or work-product doctrine: (i) promptly upon receipt

thereof, but in no event more than three (3) Business Days after receipt thereof, notify the other party of (and if in writing, furnish

the other party with copies of) any material non-public communication to the Company or its Subsidiaries or Parent and its Subsidiaries

from any Governmental Entity related to or arising out of the Material Litigation Proceedings or the Material Regulatory Proceedings,

whether criminal or civil in nature, and permit the other party to review and discuss in advance (and consider in good faith any comments

made by the other party in relation to) any proposed written response to any material communication from any Governmental Entity related

to or arising out the Material Litigation Proceedings or the Material Regulatory Proceedings, (ii) keep the other party reasonably

informed of any material developments, meetings or discussions with any Governmental Entity related to or arising out of the Material

Litigation Proceedings or the Material Regulatory Proceedings, and (iii) use good faith efforts to give the other party notice (which

notice shall be prior notice to the extent providing prior notice is reasonably practical) of any material meetings or discussions relating

to or arising out of the Material Litigation Proceedings or the Material Regulatory Proceedings (and consider in good faith any comments

or guidance from the other party in relation to such meeting or discussions) and, if appropriate in the Company or Parent’s reasonable

judgment, provide the other party the opportunity to attend or participate in such meetings or discussions.

(h)           Notwithstanding

anything to the contrary in this Agreement, (x) Parent, the Merger Subs and their respective Subsidiaries and Affiliates shall not

be required to, (y) the Company and its Subsidiaries and Affiliates shall not be required to and (z) without the prior written

consent of Parent (which consent may be withheld at Parent’s sole discretion), the Company shall not and shall cause its Subsidiaries

and Affiliates not to, in each case of clauses (x), (y) or (z) in connection with obtaining any Consent

or Permit, or with respect to any actions required under this Section 5.02, offer, accept, consent to or agree to, or commit

to offer, accept, consent to or agree to, any undertaking, term, condition, liability, obligation, commitment or sanction (including any

Remedial Action), that constitutes a Burdensome Condition. Notwithstanding anything to the contrary in this Section 5.02,

none of Parent, the Company or their respective Subsidiaries and Affiliates shall be required to offer, accept, consent to or agree to

any Remedial Action, that is not conditioned upon, and not effective until, Closing.

(i)            Any

filing fees payable under the HSR Act shall be borne by Parent.

(j)            Notwithstanding

anything to the contrary contained herein, the Company, Parent and each Merger Sub agree that the applications submitted to the VSCC,

the NCUC and the SCPSC with respect to the First Merger shall include (i) the information concerning the Mergers, the Company, Parent

and each Merger Sub required by the laws of each applicable state and (ii) specific commitments and agreements in each such application

to implement the commitments and principles set forth in Section 5.16 and in Section 5.16 of Parent Disclosure Letter.

Section 5.03           Access

and Reports; Confidentiality.

(a)            Subject

to applicable Law relating to the exchange of information, upon reasonable notice, the Company and Parent shall, and shall cause each

of their respective Subsidiaries to, afford to the other party’s Representatives reasonable access, during normal business hours

throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records. During such period, the

Company and Parent shall, and shall cause each of their respective Subsidiaries to, furnish promptly to the other party (i) to the

extent not publicly available, a copy of each material report, material schedule, registration statement and other material document (A) filed

by it during such period pursuant to applicable securities Law or (B) filed with, furnished to or sent to the SEC, the FERC, the

FCC, the NRC, the SCPSC, the NCUC, the VSCC or any other federal or state regulatory agency or commission and (ii) all information

concerning its business, properties and personnel as may reasonably be requested by the other party; provided, however,

that no investigation pursuant to this Section 5.03(a) shall affect or be deemed to modify any representation or warranty

made herein; provided, further, that the foregoing shall not require the Company and Parent to (A) permit any

inspection, or to disclose any information, that in the reasonable judgment of such party, would result in the disclosure of any trade

secrets of third parties or violate any of its obligations to a third party with respect to confidentiality if the Company or Parent,

as applicable, shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure,

(B) disclose any privileged information of such party or any of its Subsidiaries, (C) permit any invasive environmental testing

or sampling at any property or (D) take or allow any action that would unreasonably interfere with such party’s or any of its

Subsidiaries’ business or operations. All requests for information made pursuant to this Section 5.03 shall be directed

to the Persons set forth on Section 5.03 of the Company Disclosure Letter (for requests to the Company) or Section 5.03 of the

Parent Disclosure Letter (for requests to Parent), as applicable, in each case as may be updated by the Company or Parent from time to

time or such other Person designated by the Company or Parent, as applicable. Notwithstanding the foregoing, with respect to Parent and

its Subsidiaries, the access to and exchange of information described in this Section 5.03(a) shall be limited to the

extent reasonably necessary or related to the consummation of the Mergers and the other transactions contemplated by this Agreement.

(b)           Each

of the Company, Parent and the Merger Subs will comply with the terms and conditions of that certain letter agreement, dated November 4,

2025, between Parent and the Company (as may be amended from time to time, the “Confidentiality Agreement”), and will

hold and treat, and will cause their respective Representatives to hold and treat, in confidence all documents and information exchanged

pursuant to Section 5.03(a) in accordance with the Confidentiality Agreement, which Confidentiality Agreement shall remain

in full force and effect in accordance with its terms.

Section 5.04           Stock

Exchange Delisting and Listing.

(a)            Prior

to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take or cause to be taken all actions,

and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Law and rules and policies

of the NYSE to enable the delisting by the Surviving Corporation of the Company Shares from the NYSE and the deregistration of the Company

Shares under the Exchange Act as promptly as practicable after the Effective Time and in accordance with applicable Law.

(b)           If

the Surviving Corporation may be required to file any quarterly or annual report pursuant to the Exchange Act by a filing deadline that

is imposed by the Exchange Act and that falls on a date that is on or prior to the first date on which the Surviving Corporation may file

a Form 15 terminating its reporting obligations pursuant to the Exchange Act in respect of the First Merger, the Company will deliver

to Parent at least three (3) Business Days prior to the Closing Date a substantially final draft of any such annual or quarterly

report, and, subject to Parent’s prior review and comment, which comments, if any, the Company shall consider reasonably and in

good faith, the Company will file, or cause to be filed, such annual or quarterly report, as applicable, prior to the Closing Date. Any

such report, when filed, will (i) not contain any untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not

misleading and (ii) comply in all material respects with the applicable requirements of the Sarbanes-Oxley Act, the Securities Act

and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and the listing and corporate

governance rules and regulations of the NYSE.

shall use its reasonable best efforts to cause the Parent Shares to be issued in connection with the First Merger and the other transactions

contemplated by this Agreement to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date.

Section 5.05           Publicity.

The initial news release regarding the Mergers shall be a joint news release reasonably agreed between Parent and the Company and, except

with respect to any action taken pursuant to Section 4.02 or Section 7.01, thereafter the Company and Parent

each shall consult with each other prior to issuing, and give each other the opportunity to review and comment upon, any news releases

or otherwise making public announcements with respect to the Mergers and the other transactions contemplated by this Agreement, except

as such party may reasonably conclude may be required by Law or by obligations pursuant to any listing agreement with or rules of

any national securities exchange or interdealer quotation service or as may be requested by any Governmental Entity, provided,

that, without the prior written consent of the other party, no party shall make or publish any material new news releases or material

new public announcements with respect to the matters set forth on Section 5.05 of the Company Disclosure Letter or with respect

to the Mergers or other transactions contemplated by this Agreement, unless, in the case of each of clauses (x) and (y) of

this proviso such party reasonably concludes that such news release or public announcement may be required by Law or by obligations pursuant

to any listing agreement with or rules of any national securities exchange or interdealer quotation service or as may be requested

by any Governmental Entity (subject to reasonable opportunity for prior review and comment by the other party).

Section 5.06           Employee

Matters.

(a)            Following

the Effective Time and until the eighteen-month anniversary of the Effective Time, Parent shall not terminate the employment of the individuals

who are employed by the Company or any of its Subsidiaries immediately before the Effective Time (the “Company Employees”)

other than (x) for cause or (y) a Company Employee’s material failure to satisfactorily perform such Company Employee’s

assigned duties (provided that such duties are substantially similar to the duties assigned to such Company Employee immediately

prior to the Effective Time or, if not substantially similar, such duties are commensurate with such Company Employee’s education,

skills and experience), in the case of each of the foregoing clauses (x) and (y), as reasonably determined by Parent on an individualized

basis in good faith; provided, that, any determination pursuant to clause (y) shall be made in a manner consistent with Parent’s

then-effective performance management practices applicable to similarly situated employees of Parent. Following the Effective Time and

until the two-year anniversary of the Effective Time (or, if earlier, the date of termination of the Company Non-Union Employee) (the

“Continuation Period”), Parent shall provide, or shall cause the Surviving Entity to provide, the Company Employees

who are not covered by any collective bargaining agreement (the “Company Non-Union Employees”) with (i) annual

base salary or wage rate, as applicable, no less than the annual base salary or wage rate, as applicable, provided to such Company Non-Union Employees

immediately prior to the Effective Time, (ii) annual target cash incentive opportunities and long-term target incentive award opportunities,

each that are no less favorable, than such opportunities provided to such Company Non-Union Employees immediately prior to the Effective

Time, subject to the satisfaction of performance criteria determined by Parent (consistent with the form and terms and conditions of such

awards provided to other similarly situated employees of Parent) and other terms and conditions of Parent’s annual incentive program

or long-term incentive plan or award agreement thereunder, as applicable, (iii) employment within a 50-mile radius from each such

Company Non-Union Employee’s location of employment immediately prior to the Effective Time (provided that this clause (iii) shall

only apply until the eighteen-month anniversary of the Effective Time and not for the entire Continuation Period), (iv) severance

benefits that are no less favorable than those set forth in Section 5.06(a) of the Company Disclosure Letter and (v) other

employee benefits that are substantially comparable in the aggregate to the other employee benefits (excluding change of control, transaction,

retention, extraordinary bonus or other one-time awards) provided to such Company Non-Union Employees immediately prior to the Effective

Time. Notwithstanding anything to the contrary in this Agreement, Parent shall provide, or shall cause the Surviving Entity to provide,

the Company Employees who are covered by a collective bargaining agreement with terms and conditions of employment in accordance with

the terms of such collective bargaining agreement until the expiration, modification, or termination of such collective bargaining agreement

in accordance with its terms or applicable Law.

(b)           Without

limiting the generality of Section 5.06(a) but subject to the obligations set forth in Section 5.06(a), from

and after the Effective Time, Parent shall, or shall cause the Surviving Entity to, assume, honor and continue during the Continuation

Period (or, if later, until all obligations thereunder have been satisfied) all of the Company’s employment, severance, retention,

termination, deferred compensation, and change in control plans, policies, programs, agreements and arrangements maintained by the Company

or any of its Subsidiaries, in each case, as in effect at the Effective Time, including with respect to any payments, benefits or rights

arising as a result of the Mergers and the other transactions contemplated by this Agreement (either alone or in combination with any

other event), and none of Parent, the Surviving Corporation or the Surviving Entity may amend, modify or terminate any such plan, policy,

program, agreement or arrangement unless and solely to the extent permitted under the terms thereof as in effect at the Effective Time

or otherwise as required to comply with applicable Law. In addition, to the extent required by the express terms of any Company Benefit

Plan, Parent shall, or shall cause the Surviving Entity to, expressly assume and agree to perform all obligations under and with respect

to the terms of each such Company Benefit Plan. Notwithstanding anything to the contrary in this Agreement, Parent shall, or shall cause

the Surviving Entity to, maintain without amendment (other than as required to comply with applicable Law) for the duration of the Continuation

Period each of the Company Benefit Plans listed on Section 5.06(b) of the Company Disclosure Letter. For avoidance of doubt,

Parent shall assume, honor and continue the Company’s change in control plans in accordance with the foregoing solely with respect

to any payments, benefits or rights arising as a result of the Mergers and the other transactions contemplated by this Agreement (either

alone or in combination with any other event), and shall not be obligated to provide any additional payments, benefits or rights under

such plans in connection with any subsequent change in control of Parent or the Surviving Entity that may occur after the Mergers.

shall take the actions set forth on Section 5.06(c) of the Company Disclosure Letter.

(d)           Parent

shall, or shall cause the Surviving Entity to, pay to each Company Non-Union Employee who (i) as of immediately prior to the Effective

Time, is eligible under a Company Benefit Plan for an annual bonus for the fiscal year in which the Effective Time occurs and (ii) remains

employed through the applicable payment date, an annual bonus in respect of the fiscal year in which the Effective Time occurs, payable

at the time annual bonuses are normally paid by Parent and based on the level of attainment of the applicable performance goals for such

fiscal year under the applicable Company Benefit Plan; provided that, if the level of attainment for the applicable performance

goals under Parent’s annual bonus plan (the “Parent Bonus Goals”) for such fiscal year would result in a larger

payout, then the portion of the annual bonus for the period from the day immediately following the Closing Date to the end of the fiscal

year shall be calculated based on the level of attainment for the Parent Bonus Goals.

(e)           With

respect to all plans maintained by Parent, the Surviving Entity or their respective Subsidiaries in which the Company Employees are eligible

to participate after the Closing Date (including any vacation, paid time-off and severance plans) for purposes of determining

eligibility to participate, level of benefits and vesting (but not benefit accruals under any defined benefit pension plan or for purposes

of retiree medical or welfare benefits), each Company Employee’s service with the Company or any of its Subsidiaries (as well as

service with any predecessor employer of the Company or any such Subsidiary, to the extent service with the predecessor employer is recognized

by the Company or such Subsidiary) shall be treated as service with Parent, the Surviving Entity or any of their respective Subsidiaries

or any Commonly Controlled Entity, in each case, to the extent such service would have been recognized by the Company or its Subsidiaries

under analogous Company Benefit Plans prior to the Effective Time; provided, however, that such service need not be

recognized to the extent that such recognition would result in any duplication of benefits for the same period of service; and, provided

further, that no Company Employee shall be entitled based on such prior credited service or otherwise to participate in any frozen or

grandfathered plan or benefit formula of Parent or any of its Subsidiaries that would not be offered to employees first hired by Parent

or its Subsidiaries after the Effective Time.

(f)            Without

limiting the generality of Section 5.06(a), Parent shall, or shall cause the Surviving Entity to, waive any pre-existing condition

limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent, the

Surviving Entity or any of their respective Subsidiaries in which Company Employees (and their eligible dependents) will be eligible to

participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements

and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective

Time; provided, however, that in the case of an insured plan, such waivers shall be made only to the extent the insurer consents thereto,

and Parent and the Surviving Entity shall use commercially reasonable efforts to obtain such consent. Parent shall, or shall cause the

Surviving Entity to, recognize the dollar amount of all co-payments, deductibles and similar expenses paid by each Company Employee

(and his or her eligible dependents) during the calendar year or plan year in which the Effective Time occurs for purposes of satisfying

such year’s deductible and co-payment limitations under the relevant welfare benefit plans in which they will be eligible

to participate from and after the Effective Time; provided, however, that in the case of an insured plan, such amounts shall be taken

into account only to the extent the insurer consents thereto, and Parent and the Surviving Entity shall use commercially reasonable efforts

to obtain such consent.

(g)           The

provisions of this Section 5.06 are solely for the benefit of the parties to this Agreement, and no other Person (including

any current or former employee of the Company or its Subsidiaries or any beneficiary or dependent thereof) shall be regarded for any purpose

as a third-party beneficiary of this Section 5.06, and no provision of this Section 5.06 shall create such rights

in any such Persons. Except as set forth in Section 5.06(b), no provision of this Agreement shall be construed (i) as

a guarantee of continued employment of any employee of the Company or its Subsidiaries, (ii) to prohibit Parent or its Subsidiaries

(including the Surviving Entity) from having the right to terminate the employment of any such employee, (iii) to require Parent

or its Subsidiaries to continue to pay or provide any such employee any compensation or benefits after such termination of employment,

other than any severance benefits that may be provided pursuant to Section 5.06(a)(iv), (iv) to limit the ability of

Parent or its Subsidiaries to amend, modify or terminate any Company Benefit Plan or other benefit or compensation plan, program, policy,

agreement or arrangement of Parent or its Subsidiaries or (v) as an establishment, termination, amendment or modification of any

Company Benefit Plan or other benefit plan, program, policy, agreement or arrangement of Parent or its Subsidiaries.

Section 5.07           Expenses.

Except as set forth in Section 5.02(i) or Section 5.09(c), whether or not the Mergers are consummated, all

costs and expenses incurred in connection with this Agreement and the Mergers and the other transactions contemplated by this Agreement

shall be paid by the party incurring such expenses.

Section 5.08           Indemnification;

Directors’ and Officers’ Insurance.

(a)            From

and after the Effective Time, Parent shall indemnify and hold harmless, to the fullest extent permitted under applicable Law, each present

and former director, officer, employee, agent, advisor or representative of the Company and its Subsidiaries (in each case, when acting

in such capacity) (collectively, the “Indemnified Parties”) from and against any and all costs and expenses (including

reasonable attorneys’ fees), judgments, fines, losses, claims, damages and liabilities incurred in connection with any Proceeding

or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring

at or prior to the Effective Time, including this Agreement, the Mergers and the other transactions contemplated by this Agreement. From

and after the Effective Time, Parent shall advance expenses to each Indemnified Party claiming indemnification pursuant to this Section 5.08

as incurred to the fullest extent permitted under applicable Law; provided, however, that such Indemnified Party provides

an undertaking to repay such advances if it is ultimately determined by a final, nonappealable order of a court of competent jurisdiction

that such Indemnified Party is not entitled to such indemnification.

(b)            From

and after the Effective Time, Parent shall cause the Surviving Corporation and the Surviving Entity to honor the provisions regarding

(i) exculpation of directors, (ii) limitation of liability of directors and officers, (iii) advancement of expenses and

(iv) indemnification, in each case, contained in the Company Organizational Documents (as in effect as of the date hereof), the comparable

organizational documents of any of the Company’s Subsidiaries (as in effect as of the date hereof) or any indemnification Contract

set forth in Section 5.08(b) of the Company Disclosure Letter between the applicable Indemnified Party and the Company or any

of its Subsidiaries existing immediately prior to the Effective Time. For a period of six (6) years following the Effective Time,

Parent shall cause the Surviving Corporation and the Surviving Entity and its Subsidiaries not to amend, replace or otherwise modify the

provisions regarding (A) exculpation of directors, (B) limitation of liability of directors and officers, (C) advancement

of expenses and (D) indemnification, in each case, contained in their respective organizational documents; provided, however,

that such six (6) year period shall be extended for so long as any Proceeding is pending or asserted against an Indemnified Party

that implicates the rights set forth in the foregoing clauses (A) through (D); provided, further,

that such prohibition on amendments, replacements and other modifications shall not apply to amendments, replacements and other modifications

that are prospective in their application and exclude any effect on the Indemnified Parties.

and after the Effective Time, Parent shall cause the Surviving Corporation and the Surviving Entity to maintain for a period of at least

six (6) years following the Effective Time directors’ and officers’ liability insurance and fiduciary liability insurance

policies (collectively, “D&O Insurance”) from an insurance carrier with the same or better credit rating as the

Company’s current insurance carrier with benefits, levels of coverage and terms and conditions at least as favorable as the Company’s

D&O Insurance existing immediately prior to the Effective Time with respect to matters existing or occurring at or prior to the Effective

Time, including for acts or omissions in connection with this Agreement and the consummation of the Mergers and the other transactions

contemplated by this Agreement. Notwithstanding the foregoing, in no event shall Parent, the Surviving Corporation, or the Surviving Entity

be required to expend for such D&O Insurance coverage an annual premium amount greater than three hundred percent (300%) of the aggregate

amount of the annual premiums currently paid by the Company for D&O Insurance immediately prior to the date hereof (such maximum amount,

the “Maximum Annual Premium”). If the annual premiums of such D&O Insurance coverage exceed the Maximum Annual

Premium, Parent, the Surviving Corporation and the Surviving Entity shall obtain a policy with as much coverage as reasonably available

for an annual cost not exceeding the Maximum Annual Premium.

(d)            Notwithstanding

Section 5.08(c), the Company may, or at the direction of Parent shall, obtain, prior to the Effective Time, six (6) year

pre-paid “tail” insurance coverage, at an aggregate cost no greater than the Maximum Annual Premium, providing for D&O

Insurance not materially less favorable than that described in Section 5.08(c). If the Company has obtained such policy pursuant

to this Section 5.08(d), Parent will cause such policy to be maintained in full force and effect for its full term and cause

all obligations thereunder to be honored by the Surviving Corporation and the Surviving Entity, and Parent will have no further obligation

to purchase or pay for insurance pursuant to Section 5.08(c).

(e)            If

Parent, the Surviving Corporation, the Surviving Entity or any of their respective successors or assigns (i) consolidates or merges

with or into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers

all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made by Parent

so that the successors and assigns of Parent, the Surviving Corporation or the Surviving Entity, as applicable, shall assume and comply

with all of the obligations applicable to Parent, the Surviving Corporation or the Surviving Entity, respectively, set forth in this Section 5.08.

(f)            The

provisions of this Section 5.08 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified

Parties who are intended to be third-party beneficiaries of the provisions of this Section 5.08. The obligations of Parent,

the Surviving Corporation and the Surviving Entity in this Section 5.08 may not be terminated or modified in any manner

that adversely affects any Indemnified Party without the written consent of such Indemnified Party. Parent will honor, guaranty and stand

as surety for, and will cause the Surviving Corporation and the Surviving Entity and its Subsidiaries and successors to honor and comply

with, the covenants contained in this Section 5.08.

(g)            The

rights of the Indemnified Parties under this Section 5.08 shall be in addition to, and not in limitation of, any

rights such Indemnified Parties may have under the Company Organizational Documents or any of the comparable organizational documents

of any of the Company’s Subsidiaries, or under any applicable Contracts or Law.

Section 5.09           Financing.

(a)            The

Company shall, and shall cause its Subsidiaries to, (i) provide commercially reasonable assistance with the preparation of rating

agency presentations and lender, underwriter and initial purchaser presentations, offering memoranda and prospectuses and any discussions

regarding the business, financial statements, and management discussion and analysis of the Company and its Subsidiaries, all for use

in connection with the financing activities of Parent, including any registration statement filed with the SEC where Parent determines

that the inclusion of such information is required or desirable, (ii) request that its independent accountants provide customary

and reasonable assistance to Parent or any of its Subsidiaries, as applicable, in connection with providing customary comfort letters

in connection with the financing activities of Parent, and (iii) if requested by Parent in writing and at Parent’s expense,

commence and conduct consent solicitations with respect to notes outstanding under the Notes Indebtedness regarding certain proposed amendments

related to Company’s and its Subsidiaries’ reporting obligations under the applicable instrument or agreement governing such

Notes Indebtedness or otherwise seek or obtain such proposed amendments (the “Consent Solicitations”); provided, further,

that nothing in this Agreement shall require the Company to cause the delivery of (A) legal opinions or reliance letters or any certificate

as to solvency or any other certificate necessary for such financing activities, other than as allowed by the preceding clauses (ii) and

(iii), (B) any audited financial information or any financial information prepared in accordance with Regulation S-K

or Regulation S-X under the Securities Act or any financial information in a form not customarily prepared by the Company with respect

to any period or (C) any financial information with respect to a month or fiscal period that has not yet ended or has ended less

than forty-five (45) days prior to the date of such request. Any Consent Solicitation shall be made on such terms and conditions,

including applicable amendments sought, consent fees, pricing terms and timing, as reasonably specified by Parent in consultation with

the Company. Subject to the receipt of any requisite consents, the Company and/or any of its Subsidiaries shall execute a supplemental

indenture, amendment or other supplemental documentation to the applicable instrument or agreement governing such Notes Indebtedness as

described in the applicable documents related to the Consent Solicitation, and the Company shall use reasonable best efforts to the cause

any trustee, collateral agent or any other requisite third-party (if any) to execute the same.

(b)            Notwithstanding

anything to the contrary in this Agreement (including this Section 5.09): (i) nothing in this Agreement (including this Section 5.09)

shall require any such cooperation or actions set forth in this Section 5.09 to the extent that it would require the Company,

any of its Subsidiaries or any of their respective Affiliates or Representatives to (A) pay any commitment or other fees, reimburse

any expenses or otherwise incur any liabilities or give any indemnities prior to the Effective Time, (B) provide any cooperation

that would unreasonably interfere with the ongoing business or operations of the Company, any of its Subsidiaries or any of their respective

Affiliates or Representatives, (C) other than solely to the extent required by the Consent Solicitations as expressly contemplated

by Section 5.09(a), enter into or approve any agreement or other documentation effective prior to the Effective Time

or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Effective

Time, (D) require the Company to provide pro forma financial statements or pro forma adjustments

reflecting the financing activities of Parent or any description of all or any component of such financing activities (it being understood

that the Company shall use reasonable best efforts to assist in preparation of pro forma financial adjustments to the

extent otherwise relating to the Company and required by the financing activities of Parent), (E) require the Company or the Subsidiaries

of the Company to provide pro forma financial statements or pro forma adjustments reflecting transactions

contemplated or required hereunder (it being understood that the Company shall use commercially reasonable efforts to assist in preparation

of pro forma financial adjustments to the extent otherwise relating to the Company and required by the financing activities

of Parent), (F) provide any cooperation or take any action that, in the reasonable judgment of the Company, would result in a violation

of any confidentiality agreement or material agreement or the loss of any attorney-client or other similar privilege, (G) make any

representation or warranty in connection with the financing activities of Parent or the marketing or arrangement thereof, (H) provide

any cooperation, or take any action, that would cause any representation or warranty in this Agreement to be breached or any condition

to the Closing set forth in this Agreement to fail to be satisfied or (I) cause the Company, any of its Subsidiaries or any of their

respective boards of directors (or equivalent bodies) to approve or authorize the financing activities of Parent, and (ii) no action,

liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, any of

its Subsidiaries or any of their respective Affiliates or Representatives under any certificate, agreement, arrangement, document or instrument

relating to the financing activities of Parent shall be effective until the Effective Time.

shall (i) promptly reimburse the Company for all reasonable and out-of-pocket costs or expenses (including reasonable and

documented costs and expenses of counsel and accountants) incurred by the Company, any of its Subsidiaries and any of their respective

Representatives in connection with any cooperation provided for in Section 5.09(a) and (ii) indemnify and hold harmless

the Company, each of its Subsidiaries and each of their respective Representatives against any claim, loss, damage, injury, liability,

judgment, award, penalty, fine, cost (including cost of investigation), expense (including fees and expenses of counsel and accountants)

or settlement payment incurred as a result of, or in connection with, any cooperation provided for in Section 5.09(a) or

the financing activities of Parent and any information used in connection therewith, unless the Company acted in bad faith or engaged

in willful misconduct and other than in the case of fraud.

(d)           Without

limiting the generality of the foregoing, promptly following Parent’s request and at Parent’s election, the Company shall,

(i) with respect to the Indebtedness set forth in Section 5.09(d) of the Parent Disclosure Letter or any other then-outstanding

Indebtedness of the Company and its Subsidiaries, (A) deliver to each of the lenders or holders of such Indebtedness (the “Existing

Loan Lenders”) a notice (an “Existing Loan Notice”) prepared by Parent, in form and substance reasonably

acceptable to the Company, notifying each of the Existing Loan Lenders of this Agreement and the contemplated Mergers, which may (at Parent’s

election) include a request for a consent (an “Existing Loan Consent”) to (1) the consummation of the Mergers

and the other transactions contemplated by this Agreement and/or (2) certain modifications of (or waivers under or other changes

to) any agreement or documentation relating to the Company’s or its Subsidiaries’, as applicable, relationship with the applicable

Existing Loan Lender; provided, however, that no such modifications, waivers or changes shall be effective prior to

the Effective Time, or (B) prior to the Closing, deliver executed payoff letters with respect to such Indebtedness in customary form

and substance for the Existing Loan Lenders of such Indebtedness, relating to the repayment in full of all obligations in respect of such

Indebtedness and (ii) reasonably cooperate with Parent in facilitating the replacement, back-stop, “roll-over” or termination

of any letters of credit, bank guarantees or similar instruments issued for the account of the Company and its Subsidiaries.

(e)            Parent

and each Merger Sub acknowledge and agree that the obtaining of any financing or any Existing Loan Consent is not a condition to the Closing.

Section 5.10           Rule 16b-3.

Prior to the Effective Time, each of the Company and Parent shall take such steps as may be reasonably necessary or advisable to cause

(a) any dispositions of Company equity securities (including derivative securities) pursuant to the First Merger and the other transactions

contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange

Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act and (b) any acquisitions of

Parent equity securities (including derivative securities) pursuant to the First Merger and the other transactions contemplated by this

Agreement by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act with

respect to Parent to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Section 5.11           Parent

Consent. Within twenty-four (24) hours after the execution of this Agreement, Parent shall (i) execute and deliver,

in accordance with Section 13.1-720 of the VSCA and in its capacity as the sole shareholder of Merger Sub Corp, a written consent

approving this Agreement and the First Plan of Merger and (ii) shall execute and deliver in accordance with Section 13.1-720

of the VSCA and in its capacity as the sole shareholder of the Surviving Corporation, a written consent approving this Agreement and

the Second Plan of Merger, which consent shall be effective immediately following the Effective Time and prior to the filing of the Articles

of the Second Merger with the Clerk of the VSCC.

Section 5.12           Merger

Subs, Surviving Corporation and Surviving Entity Compliance.

(a)            Parent

shall cause Merger Subs, the Surviving Corporation or the Surviving Entity, as applicable, to comply with all of its respective obligations

under this Agreement, and prior to the Effective Time, Merger Subs shall not engage in any activities of any nature except as provided

in or in furtherance of, or contemplated by, this Agreement.

(b)           The

parties hereto shall cooperate in good faith to identify and use commercially reasonable efforts to obtain any material Consents related

to the Second Merger. Notwithstanding anything to the contrary in this Agreement (i) with respect to the obligations of the Company

or its Subsidiaries relating to the Second Merger only, reasonable best efforts shall mean commercially reasonable efforts, and (ii) if

the Second Merger would reasonably be expected to materially increase the risk of not obtaining any material Consent (including any Regulatory

Clearance) with respect to the First Merger, or would reasonably be expected to prevent, prohibit, impede, interfere with, hinder or

delay the First Merger, the parties shall abandon the Second Merger and proceed solely with the First Merger.

Section 5.13           Takeover

Statutes. If any Takeover Statute is or may become applicable to the First Merger or the other transactions contemplated by this

Agreement with respect to the First Merger, Parent, each Merger Sub, the Company and the Company Board shall use reasonable best efforts

to take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated

by this Agreement and otherwise act to eliminate or minimize the effects of such Takeover Statute on such transactions.

Section 5.14           Control

of Operations. Without limiting any party’s rights or obligations under this Agreement, the parties hereto understand and

agree that (a) nothing contained in this Agreement will give any party hereto, directly or indirectly, the right to control, direct

or influence any other party’s operations prior to the Effective Time and (b) prior to the Effective Time, each party hereto

will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

Section 5.15           Resignation

of Directors. The Company will cause each of the directors of the Company to submit at the Closing a letter of resignation in

form reasonably satisfactory to Parent and effective as of the Effective Time. Notwithstanding the foregoing, the Company will not be

in breach of this Section 5.15 if it fails to obtain the resignation of any such director if Parent will have the power,

directly or indirectly, to remove any such Person from his or her position as a director of the Company without cause immediately after

the Effective Time.

Section 5.16           Additional

Matters. Parent hereby confirms that, subject to the occurrence of the Effective Time, it:

(a)           shall

maintain dual headquarters in Juno Beach, Florida and in Richmond, Virginia and operating headquarters in Cayce, South Carolina;

(b)           shall

give the employees of the Company and its Subsidiaries due and fair consideration for other employment and promotion opportunities within

the larger Parent organization, both inside and outside of Virginia, South Carolina and North Carolina;

take all necessary action as soon as practical after the Effective Time to cause Parent’s board of directors at the Effective Time

to consist of fourteen (14) members and appoint four (4) mutually agreeable current members of the Company Board or the Company’s

executive management, one of which shall be Robert M. Blue, as directors to serve on Parent’s board of directors; and

(d)           shall

take the actions set forth on Section 5.16 of the Parent Disclosure Letter.

Section 5.17           Shareholder

Litigation. The Company or Parent, as applicable, shall advise the other parties hereto promptly in writing of any Proceeding

brought by a holder of Company Shares or Parent Shares, as applicable, or any other Person against the Company, Parent or their respective

directors or officers arising out of or relating to this Agreement or the Mergers and the other transactions contemplated by this Agreement

(the “Shareholder Litigation”) and shall keep the other parties hereto reasonably informed regarding any such matter.

Neither party shall settle any such shareholder litigation without the other party’s consent, not to be unreasonably withheld,

conditioned or delayed.

Section 5.18           Advice

of Changes. Each of Parent and the Company will, to the extent not in violation of applicable Law, promptly advise the other

of any Change of which it has Knowledge, (a) having or reasonably likely to have, individually or in the aggregate, a Parent Material

Adverse Effect or a Company Material Adverse Effect, as the case may be, or (b) that would or would be reasonably likely to cause

or constitute a material breach of any of its representations, warranties or covenants contained in this Agreement; provided, however,

that (i) no such notification will operate as a waiver of or otherwise affect the representations, warranties or covenants of the

parties hereto or the conditions to the obligations of the parties hereto under this Agreement, (ii) the delivery of any notice

pursuant to this Section 5.18 shall not limit or otherwise affect the remedies available under this Agreement to the party

receiving such notice and (iii) a failure to comply with this Section 5.18 shall not constitute the failure of any condition

set forth in Article VI.

Section 5.19           Certain

Tax Matters.

(a)            Each

of the parties hereto shall (and shall cause their respective Affiliates to) use its reasonable best efforts to cause the Mergers, taken

together, to qualify for the Intended Tax Treatment. None of the parties hereto shall (and each of the parties hereto shall cause their

respective Subsidiaries not to) take any action (or fail to take any action) if taking (or failing to take) such action could reasonably

be expected to cause the Mergers, taken together, to fail to qualify for the Intended Tax Treatment; provided that if any party

hereto (or its respective Affiliates) is required to take such an action or not take such an action pursuant to other provisions of this

Agreement that, in each case, could reasonably be expected to cause the Mergers, taken together, to fail to qualify for the Intended

Tax Treatment, it shall notify the other parties, and the parties hereto shall consider in good faith the effect of such action or inaction

on the Intended Tax Treatment, and the parties hereto shall use reasonable best efforts to pursue an alternative action or inaction that

would satisfy the applicable provision of this Agreement without adversely affecting the qualification of the Mergers, taken together,

for the Intended Tax Treatment. The parties hereto shall consider in good faith such amendments to this Agreement as may be reasonably

required to cause the Mergers, taken together, to qualify for the Intended Tax Treatment.

(b)            Each

of the parties hereto shall use its reasonable best efforts to obtain the Tax opinions to be attached as exhibits to the Joint Proxy Statement/Prospectus

and the Form S-4, including by (i) delivering to Parent Tax Counsel and Company Tax Counsel, prior to the filing of the Joint

Proxy Statement/Prospectus and the Form S-4, Tax representation letters in substantially the forms set forth in Section 5.19(b) of

the Parent Disclosure Letter and Section 5.19(b) of the Company Disclosure Letter, respectively, and (ii) delivering to

Parent Tax Counsel and Company Tax Counsel, dated and executed as of the Closing Date, Tax representation letters in substantially the

forms set forth in Section 5.19(b) of the Parent Disclosure Letter and Section 5.19(b) of the Company Disclosure Letter,

respectively. Each of the parties hereto shall use its reasonable best efforts not to, and not permit any of its Affiliates to, take or

cause to be taken any action that would cause to be untrue (or fail to take or cause not to be taken any action which inaction would cause

to be untrue) any of the representations, warranties and covenants made to counsel in the Tax representation letters described in this

Section 5.19(b).

shall promptly notify the Company if, at any time before the Effective Time, Parent becomes aware of any fact or circumstance that could

reasonably be expected to prevent or impede the Mergers, taken together, from qualifying for the Intended Tax Treatment.

(d)            The

Company shall promptly notify Parent if, at any time before the Effective Time, the Company becomes aware of any fact or circumstance

that could reasonably be expected to prevent or impede the Mergers, taken together, from qualifying for the Intended Tax Treatment.

(e)            This

Agreement is intended to constitute, and the parties hereto adopt this Agreement as, a “plan of reorganization” for purposes

of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Section 1.368-2(g). The parties hereto shall

treat the Mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code for United

States federal, state and other relevant Tax purposes. Each party hereto shall comply with the recordkeeping and information reporting

requirements imposed on it, including, if applicable, but not limited to those set forth in Treasury Regulations Section 1.368-3.

Each party hereto shall report the Mergers, taken together, in a manner consistent with the Intended Tax Treatment, except as otherwise

required pursuant to a “determination” under Section 1313 of the Code.

Section 5.20           Dividends.

After the date of this Agreement, the Company and Parent shall coordinate with the other regarding the declaration of any dividends in

respect of Parent Shares and Company Shares and the record dates and payment dates relating thereto, it being the intention that holders

of Parent Shares and Company Shares shall not receive two (2) dividends or fail to receive one (1) dividend in any quarter

with respect to their Parent Shares or Company Shares (and any Parent Shares that the former holders of Company Shares receive in exchange

therefor in the First Merger). For the avoidance of doubt, nothing in this Section 5.20 is intended to require the declaration

or payment of dividends by Parent or the Company.

Section 5.21           Redemption

of Series C Preferred and DERI Notes.

(a)            The

Company shall take the actions set forth on Section 5.21(a) of the Company Disclosure Letter. If the Effective Time

has not occurred on or before January 15, 2027, the Company shall, prior to the Effective Time, redeem all of the issued and outstanding

shares of Series C Preferred on the terms set forth on Section 5.21(a) of the Company Disclosure Letter; and

(b)            Prior

to the Effective Time, the Company shall redeem all of the issued and outstanding Dominion Energy Reliability Investment Demand Notes

(the “DERI Notes”) or call such notes for redemption and discharge the related indenture.

Article VI

Conditions

Section 6.01           Conditions

to Each Party’s Obligation to Effect the First Merger. The respective obligation of each party hereto to effect the First

Merger is subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Closing of each of the following

conditions:

(a)            Shareholder

Approvals. This Agreement and the First Plan of Merger shall have been duly approved by holders of Company Shares constituting the

Company Requisite Vote and the Parent Shareholder Approval of the Parent Share Issuance shall have been obtained;

(b)            Orders.

No Governmental Entity of competent jurisdiction shall have enacted, entered, promulgated or enforced any Law, executive order, ruling,

judgment, injunction or other order (collectively, “Orders”) that is in effect and restrains, enjoins, prevents or

otherwise prohibits the consummation of the First Merger or makes the consummation of the First Merger illegal;

Clearances. Subject to the last sentence of Section 5.02(e) (solely for a Federal Remedial Order), each of the conditions

set forth in Section 6.01(c) of the Company Disclosure Letter with respect to the Regulatory Clearances described therein shall

have been satisfied;

(d)            Absence

of Burdensome Condition. The Regulatory Clearances or Orders with respect to the First Merger, and solely to the extent they relate

to the First Merger, shall not impose or require any undertakings, terms, conditions, liabilities, obligations, commitments or sanctions,

or any structural or remedial actions (including a Remedial Action), that, individually or in the aggregate, constitute a Burdensome Condition;

(e)            Listing.

The Parent Shares to be issued in connection with the First Merger and the other transactions contemplated by this Agreement shall have

been approved for listing on the NYSE, subject to official notice of issuance; and

(f)            Form S-4.

The Form S-4 shall have been declared effective under the Securities Act and shall not be subject to any stop order or Proceeding

seeking a stop order.

Section 6.02           Additional

Conditions to Obligations of Parent and Merger Subs. The obligations of Parent and each Merger Sub to effect the First Merger

are further subject to the satisfaction or (to the extent permitted by Law) waiver at or prior to the Closing of each of the following

conditions:

(a)            Representations

and Warranties. (i) Each of the representations and warranties of the Company set forth in Section 3.01 (except for

those contained in Section 3.01(c) (Capital Structure), Section 3.01(d)(i) (Authority; Noncontravention),

Section 3.01(f)(i) (Absence of Certain Changes or Events), Section 3.01(r) (Voting Requirements)

and Section 3.01(s) (Brokers and Other Advisors)) shall be true and correct in all respects (disregarding all

qualifications or limitations as to “materiality”, “Company Material Adverse Effect” and words of similar import

set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except for any such

representation or warranty that is made as of a specified date (including the date of this Agreement), in which case such representation

or warranty shall be true and correct only as of such specified date), except where the failure of such representations and warranties

to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material

Adverse Effect, (ii) each of the representations and warranties of the Company set forth in Section 3.01(c) (Capital

Structure) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as

of the Closing Date as though made on and as of such date (except for any such representation or warranty that is made as of a specified

date (including the date of this Agreement), in which case such representation or warranty shall be true and correct only as of such specified

date), (iii) each of the representations and warranties of the Company set forth in Section 3.01(d)(i) (Authority;

Noncontravention) and Section 3.01(s) (Brokers and Other Advisors) shall be true and correct in all material

respects (disregarding all qualifications or limitations as to “materiality”, “Company Material Adverse Effect”

and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of

such date (except for any such representation or warranty that is made as of a specified date (including the date of this Agreement),

in which case such representation or warranty shall be true and correct only as of such specified date) and (iv) each of the representations

and warranties of the Company set forth in Section 3.01(f)(i) (Absence of Certain Changes or Events) and Section 3.01(r) (Voting

Requirements) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made

on and as of such date (except for any such representation or warranty that is made as of a specified date (including the date of this

Agreement), in which case such representation or warranty shall be true and correct only as of such specified date);

(b)            Performance

of Obligations of the Company. The Company shall have performed in all material respects each obligation required to be performed

by it under this Agreement on or prior to the Closing Date;

Parent shall have received a certificate of the Chief Executive Officer or the Chief Financial Officer of the Company, certifying that

the conditions set forth in Section 6.02(a) and Section 6.02(b) have been satisfied; and

(d)            No

MAE. Since the date of this Agreement, there shall not have occurred any Change or Changes that have or would reasonably be expected

to have, individually or in the aggregate, a Company Material Adverse Effect (which Company Material Adverse Effect is continuing).

Section 6.03           Additional

Conditions to Obligation of the Company. The obligation of the Company to effect the First Merger is further subject to the satisfaction

or (to the extent permitted by Law) waiver on or prior to the Closing of each of the following conditions:

(a)            Representations

and Warranties. (i) Each of the representations and warranties of Parent and each Merger Sub set forth in Section 3.02

(except for those contained in Section 3.02(c) (Capital Structure), Section 3.02(d)(i) (Authority;

Noncontravention), Section 3.02(f)(i) (Absence of Certain Changes or Events), Section 3.02(r) (Voting

Requirements) and Section 3.02(s) (Brokers and Other Advisors)) shall be true and correct in all respects

(disregarding all qualifications or limitations as to “materiality”, “Parent Material Adverse Effect” and words

of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date

(except for any such representation or warranty that is made as of a specified date (including the date of this Agreement), in which case

such representation or warranty shall be true and correct only as of such specified date), except where the failure of such representations

and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a

Parent Material Adverse Effect, (ii) each of the representations and warranties of Parent and each Merger Sub set forth in Section 3.02(c) (Capital

Structure) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as

of the Closing Date as though made on and as of such date (except for any such representation or warranty that is made as of a specified

date (including the date of this Agreement), in which case such representation or warranty shall be true and correct only as of such specified

date), (iii) each of the representations and warranties of Parent and each Merger Sub set forth in Section 3.02(d)(i) (Authority;

Noncontravention) and Section 3.02(s) (Brokers and Other Advisors) shall be true and correct in all material

respects (disregarding all qualifications or limitations as to “materiality”, “Parent Material Adverse Effect”

and words of similar import set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of

such date (except for any such representation or warranty that is made as of a specified date (including the date of this Agreement),

in which case such representation or warranty shall be true and correct only as of such specified date) and (iv) each of the representations

and warranties of Parent and each Merger Sub set forth in Section 3.02(f)(i) (Absence of Changes) and Section 3.02(r) (Voting

Requirements) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made

on and as of such date (except for any such representation or warranty that is made as of a specified date (including the date of this

Agreement), in which case such representation or warranty shall be true and correct only as of such specified date);

(b)            Performance

of Obligations of Parent and the Merger Subs. Each of Parent and the Merger Subs shall have performed in all material respects each

obligation required to be performed by it under this Agreement on or prior to the Closing Date;

The Company shall have received a certificate of the Chief Executive Officer or the Chief Financial Officer of Parent, certifying that

the conditions set forth in Section 6.03(a) and Section 6.03(b) have been satisfied; and

(d)            No

MAE. Since the date of this Agreement, there shall not have occurred any Change or Changes that have or would reasonably be expected

to have, individually or in the aggregate, a Parent Material Adverse Effect (which Parent Material Adverse Effect is continuing).

Section 6.04           Frustration

of Closing Conditions. None of the Company, Parent or the Merger Subs may rely on the failure of any condition set forth in Section 6.01,

Section 6.02 or Section 6.03, as the case may be, to be satisfied if such failure was primarily caused by such

party’s breach of this Agreement.

Article VII

Termination

Section 7.01           Termination.

This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Effective Time, whether before or after (except

as set forth below) the Company Requisite Vote or Parent Shareholder Approval is obtained:

(a)            by

mutual written consent of Parent and the Company;

(b)            by

either Parent or the Company:

(i)            if

the First Merger shall not have been consummated on or before November 15, 2027 (such date, as it may be extended pursuant to this

Section 7.01(b)(i), the “Termination Date”); provided, however, that if (x) any

condition set forth in Section 6.01(b) (Orders), Section 6.01(c) (Regulatory Clearances)

or Section 6.01(d) (Absence of Burdensome Condition) shall not have been satisfied at such time or (y) Parent

shall have delivered a Remedial Order Notice to the Company pursuant to Section 5.02(e), Parent or the Company may, by written

notice to the other party on or up to fifteen (15) Business Days prior to November 15, 2027, extend the Termination Date to August 15,

2028; provided, further, that the right to terminate this Agreement pursuant to this Section 7.01(b)(i) shall

not be available to any party if such party (or, in the case of Parent, the Merger Subs) has breached its obligations under this Agreement

in any manner that shall have been the principal cause of or resulted in the failure of a condition to any party’s obligation to

effect the First Merger;

(ii)           if

at the Company Shareholders Meeting (or any adjournment or postponement thereof done in accordance with this Agreement), the Company

Requisite Vote shall not have been obtained;

(iii)         if

any Order permanently restraining, enjoining, preventing or otherwise prohibiting consummation of the First Merger shall have become

final and non-appealable; provided, however, that a party may not terminate this Agreement pursuant to this

Section 7.01(b)(iii) if such party (or, in the case of Parent, the Merger Subs) has breached its obligations under this

Agreement in a manner that shall have been the principal cause of or resulted in such Order; or

(iv)         if

at the Parent Shareholders Meeting (or any adjournment or postponement thereof done in accordance with this Agreement), the Parent Shareholder

Approval shall not have been obtained;

the Company:

(i)            if

the Company Board has effected a Company Adverse Recommendation Change with respect to a Company Superior Proposal in accordance with

Section 4.02(f) and shall have approved, and concurrently with the termination hereunder the Company shall have entered

into, a Company Alternative Acquisition Agreement with respect to a Company Superior Proposal; provided, however,

that such termination shall not be effective and the Company shall not enter into a Company Alternative Acquisition Agreement, unless

(A) the Company shall have complied with the provisions of Section 4.02(f) and (B) the Company pays, in accordance

with Section 7.02(b), the Company Termination Fee to Parent; provided, further, that the right to terminate

this Agreement under this Section 7.01(c)(i) shall not be available after the Company Requisite Vote shall have been

obtained;

(ii)          if

Parent or either of the Merger Subs shall have breached any of their respective representations or warranties or failed to perform any

of their respective covenants or other agreements contained in this Agreement, where such breach or failure to perform (A) would

give rise to the failure of a condition set forth in Section 6.03(a) or Section 6.03(b) and (B) cannot

be cured by Parent or either of the Merger Subs by the Termination Date, or if capable of being cured, is not cured prior to the earlier

of (1) the thirtieth (30th) day after written notice thereof is given by the Company to Parent and (2) the third

(3rd) Business Day immediately preceding the Termination Date; provided, however, that the Company shall

not have the right to terminate this Agreement pursuant to this Section 7.01(c)(ii) if the Company is then in material

breach of this Agreement; or

(iii)         if

the Parent Board (or a committee thereof) shall have effected a Parent Adverse Recommendation Change; provided, however,

that the right to terminate this Agreement under this Section 7.01(c)(iii) shall not be available after the Parent Shareholder

Approval shall have been obtained.

(d)            by

Parent:

(i)           if

the Company Board (or a committee thereof) shall have effected a Company Adverse Recommendation Change; provided, however,

that the right to terminate this Agreement under this Section 7.01(d)(i) shall not be available after the Company Requisite

Vote shall have been obtained;

(ii)           if

the Company shall have breached any of its representations or warranties or failed to perform any of its covenants or other agreements

contained in this Agreement, where such breach or failure to perform (A) would give rise to the failure of a condition set forth

in Section 6.02(a) or Section 6.02(b) and (B) cannot be cured by Company by the Termination Date,

or if capable of being cured, is not cured prior to the earlier of (1) the thirtieth (30th) day after written notice

thereof is given by Parent to the Company and (2) the third (3rd) Business Day immediately preceding the Termination

Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.01(d)(ii) if

either Parent or either of the Merger Subs is then in material breach of this Agreement; or

(iii)          if

the Parent Board has effected a Parent Adverse Recommendation Change with respect to a Parent Superior Proposal in accordance with Section 4.03(f) and

shall have approved, and concurrently with the termination hereunder Parent shall have entered into, a Parent Alternative Acquisition

Agreement with respect to a Parent Superior Proposal; provided, however, that such termination shall not be effective and

Parent shall not enter into a Parent Alternative Acquisition Agreement, unless (A) Parent shall have complied with the provisions

of Section 4.03(f) and (B) Parent pays, in accordance with Section 7.02(d), the Parent Termination

Fee to the Company; provided, further, that the right to terminate this Agreement under this Section 7.01(d)(iii) shall

not be available after the Parent Shareholder Approval shall have been obtained.

Section 7.02      Effect

of Termination and Abandonment.

(a)            In

the event of termination of this Agreement and the abandonment of the Mergers pursuant to this Article VII, this Agreement

shall forthwith become void and of no effect and there shall be no liability or obligation on the part of any party hereto (or of any

of its Representatives or Affiliates), except as provided in Section 5.03(b), Section 5.07, Section 5.09(c),

this Section 7.02 and Article VIII, which provisions shall survive such termination; provided, however,

that subject to Section 7.02(b), Section 7.02(c), Section 7.02(d) and Section 7.02(e),

no such termination shall relieve any party hereto (treating Parent and the Merger Subs as one party) of any liability for damages to

any other party hereto resulting from any Willful Breach or fraud by the party (treating Parent and the Merger Subs as one party) committing

such Willful Breach or fraud prior to such termination, and the aggrieved party will be entitled to all rights and remedies available

at law or in equity. The parties hereto acknowledge and agree that nothing in this Section 7.02 shall be deemed to affect

their right to specific performance under Section 8.12.

(b)            The

Company shall pay or cause to be paid to Parent or its designee a non-refundable fee of Two Billion Two Hundred Forty Million

Dollars ($2,240,000,000.00) (the “Company Termination Fee”) if:

(i)            this

Agreement is terminated by the Company pursuant to Section 7.01(c)(i) (Company Superior Proposal);

(ii)

(A)           this

Agreement is terminated (1) by Parent or the Company pursuant to Section 7.01(b)(ii) (Company Vote Failure)

or (2) by Parent pursuant to Section 7.01(d)(ii) (Company Breach);

(B)            a

bona fide Company Acquisition Proposal is publicly announced or publicly disclosed and not withdrawn (1) in the case of a termination

pursuant to Section 7.01(d)(ii) (Company Breach), prior to the date of such termination, or (2) in the case

of a termination pursuant to Section 7.01(b)(ii) (Company Vote Failure), prior to or at the Company Shareholders

Meeting; and

during the twelve (12) month period immediately following such termination, (1) the Company enters into a Company Alternative

Acquisition Agreement or (2) a Company Acquisition Proposal is consummated; or

(iii)          this

Agreement is terminated by Parent pursuant to Section 7.01(d)(i) (Company Adverse Recommendation Change).

If the Company Termination Fee becomes due pursuant

to this Section 7.02(b), the Company shall pay Parent or its designee such Company Termination Fee by wire transfer of immediately

available funds (x) in the case of a payment required by Section 7.02(b)(i), on the date of termination of this Agreement,

(y) in the case of a payment required by Section 7.02(b)(ii), within three (3) Business Days after the earlier

of the time when a Company Acquisition Proposal is consummated or a Company Alternative Acquisition Agreement is executed and (z) in

the case of a payment required by Section 7.02(b)(iii), within three (3) Business Days of the date of termination of

this Agreement, it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one

occasion. Parent shall provide to the Company notice designating an account for purposes of payment of the Company Termination Fee within

forty-eight (48) hours of a request by the Company to provide such information. For purposes of Section 7.02(b)(ii),

the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Exhibit A, except

that all references to 20% therein shall be deemed to be references to 50%.

shall pay or cause to be paid to the Company or its designee a non-refundable fee of Four Billion Eight Hundred Thirty Million Dollars

($4,830,000,000.00) (the “Regulatory Termination Fee”) if:

(i)            this

Agreement is terminated by Parent or the Company pursuant to Section 7.01(b)(i) (Termination Date) and, at the

time of any such termination (A) any condition set forth in Section 6.01(b) (Orders) (other than due to

any Excluded Order), Section 6.01(c) (Regulatory Clearances) or Section 6.01(d) (Absence

of Burdensome Condition) shall not have been satisfied or waived, and (B) the conditions set forth in Section 6.02

(Additional Conditions to Obligations of Parent and the Merger Subs) shall have been satisfied or waived (except for any such

conditions (x) whose failure to be satisfied relates to a failure to satisfy the conditions set forth in Section 6.01(b) (Orders),

Section 6.01(c) (Regulatory Clearances) or Section 6.01(d) (Absence of Burdensome Condition),

or (y) that, by their nature, cannot be satisfied until the Closing, but, in the case of this clause (y), are capable of

being satisfied and would be satisfied at the Closing if the Closing were to occur at the time of such termination);

(ii)           this

Agreement is terminated by Parent or the Company pursuant to Section 7.01(b)(iii) (Permanent Order) (other than

due to any Excluded Order) and, at the time of any such termination, the conditions set forth in Section 6.01(a) (Shareholder

Approvals) (solely if the Company Shareholders Meeting and the Parent Shareholders Meeting shall have occurred) and Section 6.02

(Additional Conditions to Obligations of Parent and the Merger Subs) shall have been satisfied or waived (except for such conditions

(x) whose failure to be satisfied relates to a failure to satisfy the conditions set forth in Section 6.01(b) (Orders),

Section 6.01(c) (Regulatory Clearances) or Section 6.01(d) (Absence of Burdensome Condition),

or (y) that, by their nature, cannot be satisfied until the Closing, but, in the case of this clause (y) are capable

of being satisfied and would be satisfied at the Closing if the Closing were to occur at the time of such termination);

(iii)          this

Agreement is terminated by the Company pursuant to Section 7.01(c)(ii) (Parent Breach) due to a material breach

by Parent or either of the Merger Subs of its respective obligations under Section 5.02 (Filings; Other Actions; Notification)

and at the time of any such termination a condition set forth in Section 6.01(b) (Orders), Section 6.01(c) (Regulatory

Clearances) or Section 6.01(d) (Absence of Burdensome Condition) shall not have been satisfied or waived;

(iv)         (A) Parent

has delivered a Remedial Order Notice to the Company pursuant to Section 5.02(e), (B) all of the conditions set forth

in Section 6.01 (Conditions to Each Party’s Obligations to Effect the First Merger) and Section 6.02

(Additional Conditions to Obligations of Parent and Merger Subs) would have been satisfied or waived absent such delivery (except

for any such conditions that by their nature, cannot be satisfied until the Closing, but are capable of being satisfied and would be

satisfied at the Closing if the Closing were to occur at such time) at the time Parent delivers a Remedial Order Notice to the Company

pursuant to Section 5.02(e) or any time thereafter, and (C) this Agreement is terminated by either Parent or the

Company other than a termination by Parent pursuant to Section 7.01(d)(ii).

Notwithstanding the foregoing or anything to

the contrary in this Agreement, if this Agreement is terminated by Parent or the Company pursuant to Section 7.01(b)(i) (Termination

Date) and, at least five (5) Business Days prior to the effective date of any such termination (i) Parent has irrevocably

waived in writing the condition set forth in Section 6.01(d) (Absence of Burdensome Condition), (ii) all

of the other conditions set forth in Section 6.01 (Conditions to Each Party’s Obligations) and Section 6.03

(Additional Conditions to Obligations of Company) shall have been satisfied or waived (except for any such conditions that by

their nature, cannot be satisfied until the Closing, but, are capable of being satisfied and would be satisfied at the Closing if the

Closing were to occur at the time of such termination), (iii) Parent shall have delivered to the Company written notice that it

stands ready, willing and able to consummate the Closing and (iv) the Company has not waived the condition set forth in Section 6.01(d) (Absence

of Burdensome Condition), by the effective date of such termination, then Parent shall not be obligated to pay the Regulatory Termination

Fee.

If the Regulatory Termination Fee becomes due

pursuant to this Section 7.02(c), Parent shall pay the Company or its designee the Regulatory Termination Fee by wire transfer

of immediately available funds within three (3) Business Days of the date of termination of this Agreement. The Company shall provide

to Parent notice designating an account for purposes of payment of the Regulatory Termination Fee within forty-eight (48) hours

of a request by Parent to provide such information.

(d)            Parent

shall pay or cause to be paid to the Company or its designee a non-refundable fee of Six Billion Five Hundred Twenty Million Dollars

($6,520,000,000.00) (the “Parent Termination Fee”) if:

(i)            this

Agreement is terminated by Parent pursuant to Section 7.01(d)(iii) (Parent Superior Proposal);

(ii)

(A)            this

Agreement is terminated (1) by the Company or Parent pursuant to Section 7.01(b)(iv) (Parent Vote Failure)

or (2) by the Company pursuant to Section 7.01(c)(ii) (Parent Breach);

(B)            a

bona fide Parent Acquisition Proposal is publicly announced or publicly disclosed and not withdrawn (1) in the case of a termination

pursuant to Section 7.01(c)(ii) (Parent Breach), prior to the date of such termination, or (2) in the case

of a termination pursuant to Section 7.01(b)(iv) (Parent Vote Failure), prior to or at the Parent Shareholders

Meeting; and

during the twelve (12) month period immediately following such termination, (1) Parent enters into a Parent Alternative Acquisition

Agreement or (2) a Parent Acquisition Proposal is consummated; or

(iii)            this

Agreement is terminated by the Company pursuant to Section 7.01(c)(iii) (Parent Adverse Recommendation Change).

If the Parent Termination Fee becomes due pursuant

to this Section 7.02(d), Parent shall pay the Company or its designee such Parent Termination Fee by wire transfer of

immediately available funds (x) in the case of a payment required by Section 7.02(d)(i), on the date of termination

of this Agreement, (y) in the case of a payment required by Section 7.02(d)(ii), within three (3) Business

Days after the earlier of the time when a Parent Acquisition Proposal is consummated or a Parent Alternative Acquisition Agreement is

executed and (z) in the case of a payment required by Section 7.02(d)(iii), within three (3) Business Days

of the date of termination of this Agreement; it being understood that in no event shall Parent be required to pay both the Parent Termination

Fee and the Regulatory Termination Fee, or either of the Parent Termination Fee or the Regulatory Termination Fee on more than one occasion.

The Company shall provide to Parent notice designating an account for purposes of payment of the Parent Termination Fee within forty-eight

(48) hours of a request by Parent to provide such information. For purposes of Section 7.02(d)(ii), the term “Parent

Acquisition Proposal” shall have the meaning assigned to such term in Exhibit A, except that all references to

20% therein shall be deemed to be references to 50%.

(e)            Notwithstanding

anything to the contrary in this Agreement, if this Agreement is terminated under circumstances in which the Company is required to pay

the Company Termination Fee pursuant to Section 7.02(b) and such Company Termination Fee is paid, the payment of

the Company Termination Fee shall be Parent’s and each Merger Sub’s sole and exclusive remedy against the Company and its

Affiliates, and their respective shareholders and Representatives, relating to or arising out of this Agreement, any agreement entered

into in connection herewith or the Mergers and the other transactions contemplated by this Agreement or thereby, except for Willful Breach

or fraud. Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated under circumstances in which Parent

is required to pay the Regulatory Termination Fee pursuant to Section 7.02(c), or the Parent Termination Fee pursuant to

Section 7.02(d) and either the Regulatory Termination Fee or the Parent Termination Fee is paid, the payment of such

fee shall be the Company’s sole and exclusive remedy against Parent, the Merger Subs and their respective Affiliates, and their

respective shareholders and Representatives, relating to or arising out of this Agreement, any agreement entered into in connection herewith

or the Mergers and the other transactions contemplated by this Agreement or thereby, except for Willful Breach or fraud.

(f)            Each

party hereto acknowledges that the agreements contained in Section 7.02(b), Section 7.02(c) and Section 7.02(d) are

an integral part of the Mergers and the other transactions contemplated by this Agreement and that, without these agreements, such party

would not enter into this Agreement. Accordingly, if the applicable party fails promptly to pay any amount due pursuant to Section 7.02(b),

Section 7.02(c) or Section 7.02(d), such party shall also pay any reasonable out-of-pocket costs, fees and

expenses incurred by the other party (including reasonable legal fees and expenses) in connection with a Proceeding to enforce this Agreement

that results in a judgment for such amount against the party failing to promptly pay such amount. Any amount not paid when due pursuant

to Section 7.02(b), Section 7.02(c) or Section 7.02(d) shall bear interest from the date

such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition,

plus one percent (1%) in effect on the date of such payment. Notwithstanding anything to the contrary in this Agreement, Parent and the

Company agree that each of the Company Termination Fee, the Parent Termination Fee and the Regulatory Termination Fee constitute liquidated

damages that will compensate Parent or the Company, as applicable, in the circumstances in which such fees are payable for the efforts

and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation

of the consummation of the Mergers and the other transactions contemplated by this Agreement, which amounts would otherwise be impossible

to calculate with precision. The parties hereto agree that this Agreement does not confer upon either Parent or the Company “a

right or obligation with respect to” the Company Shares within the meaning of Section 1234A of the Code.

Article VIII

Miscellaneous

Section 8.01      Non-Survival.

None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement,

including any rights arising out of any breach of such representations, warranties, covenants and agreements, shall survive the Effective

Time, except for (a) those covenants and agreements contained herein that by their terms apply or are to be performed in whole or

in part after the Effective Time and (b) those contained in this Article VIII.

Section 8.02      Modification

or Amendment. Subject to the requirements of applicable Law, at any time prior to the Effective Time, the parties hereto may

modify or amend this Agreement by written agreement, executed and delivered by duly authorized officers of the respective parties. No

modification or amendment will be made which, pursuant to applicable Law or the rules of the NYSE, requires further approval by

the holders of Company Shares or the holders of the Parent Shares, as applicable, without such further approval being obtained.

Section 8.03      Waiver.

Subject to the requirements of applicable Law, at any time prior to the Effective Time, any party hereto may (a) extend the time

for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations

and warranties of the other parties contained herein or in any document delivered pursuant hereto, or (c) waive compliance by the

other parties with any of the agreements or conditions contained herein; provided, however, that neither Parent nor

the Merger Subs may perform any of the actions set forth in the foregoing clauses (a), (b) or (c) with

respect to the Merger Subs or Parent, respectively. No extension or waiver will be made which, pursuant to applicable Law or the rules of

the NYSE, requires further approval by the holders of Company Shares or the holders of the Parent Shares, as applicable, without such

further approval being obtained. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by

the party or parties to be bound thereby and specifically referencing this Agreement. The failure of any party hereto to assert any rights

or remedies shall not constitute a waiver of such rights or remedies.

Section 8.04      No

Other Representations or Warranties.

(a)            Except

for the representations and warranties set forth in Section 3.01, each of Parent and the Merger Subs acknowledges and agrees

that (i) none of the Company, its Subsidiaries or any other Person makes any other express or implied representation or warranty

in connection with the Mergers and the other transactions contemplated by this Agreement, (ii) it has relied solely on the representations

and warranties of the Company expressly set forth in Section 3.01 and (iii) it has not been induced to enter into this

Agreement by any representation, warranty or statement of or by the Company, any of its Subsidiaries or any other Person.

(b)            Except

for the representations and warranties set forth in Section 3.02, the Company acknowledges and agrees that (i) none

of Parent, the Merger Subs, any of Parent’s other Subsidiaries or any other Person makes any other express or implied representation

or warranty in connection with the Mergers and the other transactions contemplated by this Agreement, (ii) it has relied solely

on the representations and warranties of Parent and each Merger Sub expressly set forth in Section 3.02 and (iii) it

has not been induced to enter into this Agreement by any representation, warranty or statement of or by Parent, the Merger Subs, any

of the other Subsidiaries of Parent or any other Person.

Section 8.05      Notices.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given if delivered

personally, electronically mailed in portable document format (PDF) (with confirmation) or sent by overnight courier (providing proof

of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

if to the Company, to:

Dominion Energy, Inc.

600 East Canal St.

Richmond, Virginia 23219

Attention:

Regina J. Elbert, Senior Vice President and Chief Legal and Human Resources Officer

Email:

regina.j.elbert@dominionenergy.com

with a copy to (which shall not constitute notice):

McGuireWoods LLP

Gateway Plaza 800 East Canal Street

Richmond, Virginia 23219

Attention:

Joanne Katsantonis; Michael B. Woodard; Emilie J. McNally

Email:

jkatsantonis@mcguirewoods.com;

mwoodard@mcguirewoods.com; emcnally@mcguirewoods.com

if to Parent or the Merger Subs, to:

NextEra Energy, Inc.

700 Universe Blvd.

Juno Beach, Florida 33408

Attention: Charles E. Sieving

Executive Vice President, Chief Legal, Environmental and Federal Regulatory Affairs Officer

Email:  charles.sieving@nee.com

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

609 Main Street

Houston, TX 77002

Attention: Andrew T. Calder, P.C.; David Feirstein, P.C.; Zach Savrick

Email: andrew.calder@kirkland.com; david.feirstein@kirkland.com; zach.savrick@kirkland.com

Section 8.06      Definitions.

Capitalized terms used in this Agreement have the meanings specified in Exhibit A.

Section 8.07      Interpretation.

(a)            When

a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference shall be to an Article or a Section of,

or an Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are

for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(b)            Whenever

the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to

be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder”

and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision

of this Agreement. The word “or” when used in this Agreement is not exclusive. The word “extent” in the phrase

“to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”.

Whenever this Agreement contemplates any notice to, notification of, furnishing of information to, consent or waiver by or cooperation

with, any “party” or “parties” hereto, Parent and each Merger Sub shall be treated as one party, such that no

separate notification of, furnishing of information to, consent or waiver by, or cooperation with both Parent and each Merger Sub shall

be required.

a reference is made in this Agreement, the Company Disclosure Letter or the Parent Disclosure Letter to information or documents being

“provided”, “made available” or “disclosed” by a party hereto to another party, such information

or documents shall include any information or documents (i) included in the SEC Reports of such disclosing party which are publicly

available at least twenty-four (24) hours prior to the date of this Agreement, (ii) furnished prior to the execution of this

Agreement in the electronic “data room” maintained by such disclosing party and to which access has been granted to the other

party and its Representatives at least twenty-four (24) hours prior to the date of this Agreement, or (iii) otherwise provided

in writing (including electronically) to the other party or any of its Representatives at least twenty-four (24) hours prior to

the date of this Agreement.

(d)            The

definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine

as well as to the feminine and neuter genders of such term.

(e)            Any

agreement, instrument or statute defined or referred to herein means such agreement, instrument or statute as from time to time amended,

modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by

succession of comparable successor statutes, and all attachments thereto and instruments incorporated therein.

(f)             References

to a Person are also to its permitted successors and permitted assigns.

(g)           Where

this Agreement states that a party “shall”, “will” or “must” perform in some manner, it means that

the party is legally obligated to do so under this Agreement.

(h)            When

calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement,

(i) the date that is the reference date in calculating such period shall be excluded and (ii) if the last day of such period

is not a Business Day, the period in question shall end on the next succeeding Business Day.

(i)             Unless

otherwise specifically indicated, any reference herein to $ means U.S. dollars.

(j)             The

parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or

interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto, and no presumption or burden of proof

shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Section 8.08      Counterparts.

This Agreement may be executed in one or more counterparts (including by facsimile or by attachment to electronic mail in portable document

format (PDF)), and by the different parties hereto in separate counterparts, each of which when executed shall be deemed an original

but all of which taken together shall be considered one and the same agreement and shall become effective when one or more counterparts

have been signed by each of the parties hereto and delivered to the other parties hereto.

Section 8.09      Parties

in Interest. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto, and nothing in this

Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever

under or by reason of this Agreement, other than (a) after the Effective Time, with respect to the provisions of Section 5.08

which shall inure to the benefit of the Indemnified Parties who are intended to be third-party beneficiaries thereof, (b) after

the Effective Time, the rights of the holders of Company Shares to receive the Merger Consideration in accordance with the terms and

conditions of this Agreement, and (c) after the Effective Time, the rights of the holders of Company Performance Share Awards, Company

Deferred Units, Company RSAs and Company Deferred Units to receive the payments contemplated by the applicable provisions of Section 2.02,

in each case, in accordance with the terms and conditions of this Agreement. The representations and warranties in this Agreement are

the product of negotiations among the parties hereto and are for the sole benefit of such parties. Any inaccuracies in such representations

and warranties are subject to waiver by the parties hereto in accordance with Section 8.03 without notice or liability to

any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties

hereto of risks associated with particular matters regardless of the knowledge of any of the parties hereto. Consequently, Persons other

than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or

circumstances as of the date of this Agreement or as of any other date.

Section 8.10      Governing

Law. This Agreement shall be governed by, and construed in accordance with, the internal Laws and judicial decisions of the State

of Delaware applicable to agreements executed and performed entirely within such State, regardless of the Law that might otherwise govern

under applicable principles of conflicts of law thereof, except that (a) matters related to the obligations of the Company Board

under the VSCA and matters that are specifically required by the VSCA in connection with the Mergers and the other transactions contemplated

by this Agreement shall be governed by the laws of the Commonwealth of Virginia and (b) matters related to the obligations of the

Parent Board under the Florida Business Corporation Act (“FBCA”) and matters that are specifically required by the

FBCA in connection with the Mergers and the other transactions contemplated by this Agreement shall be governed by the laws of the State

of Florida.

Section 8.11      Entire

Agreement; Assignment. This Agreement (including Exhibits hereto, the Company Disclosure Letter and the Parent Disclosure Letter)

and the Confidentiality Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof

and supersede all prior and contemporaneous agreements and undertakings, both written and oral, among the parties, or any of them, with

respect to the subject matter hereof. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned,

in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties

hereto. Any purported assignment in contravention of this Agreement is and shall be null and void. Subject to the immediately preceding

two sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective

successors and permitted assigns.

Section 8.12      Specific

Enforcement; Consent to Jurisdiction.

(a)            The

parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur

in the event that any of the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as

are required of it hereunder in order to consummate the Mergers and the other transactions contemplated by this Agreement) in accordance

with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that each party hereto shall be

entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to seek to

enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which it is entitled at law or in

equity. Each of the parties hereto further agrees that it will not oppose the granting of an injunction, specific performance and other

equitable relief as provided herein on the basis that (A) the other party has an adequate remedy at law or (B) an award of

specific performance is not an appropriate remedy for any reason at law or equity. Any party hereto seeking an Order to prevent breaches

of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or

other security in connection with any such Order.

(b)            Each

of the parties hereto irrevocably (i) submits itself to the personal jurisdiction of the Court of Chancery of the State of Delaware

and any appellate court therefrom, in connection with any claim or matter directly or indirectly based upon, arising out of or relating

to this Agreement or any of the Mergers and the other transactions contemplated by this Agreement or the actions of Parent, the Merger

Subs or the Company in the negotiation, administration, performance and enforcement of this Agreement, (ii) agrees that it will

not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees

that it will not bring any action relating to this Agreement or any of the Mergers and the other transactions contemplated by this Agreement

in any court other than the Court of Chancery of the State of Delaware and (iv) agrees that the service of any process, summons,

notice or document through the notice procedures set forth in Section 8.05 or by U.S. registered mail to the respective addresses

set forth in Section 8.05 shall be effective service of process for any Proceeding in connection with this Agreement or the

Mergers and the other transactions contemplated by this Agreement. Each party hereto hereby irrevocably waives, and agrees not to assert,

by way of motion, as a defense, counterclaim or otherwise, in any Proceeding with respect to this Agreement, any claim that (A) it

is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance

with this Section 8.12(b), (B) it or its property is exempt or immune from jurisdiction of any such court or from any

legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution

of judgment, execution of judgment or otherwise), (C) the Proceeding in any such court is brought in an inconvenient forum, (D) the

venue of such Proceeding is improper, or (E) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Furthermore, each of the Company, Parent and the Merger Subs irrevocably waives, to the fullest extent permitted by applicable Law, the

benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which any party is entitled

pursuant to the final judgment of any court having jurisdiction. Each party hereto expressly acknowledges that the foregoing waiver is

intended to be irrevocable under the Laws of the State of Delaware and of the United States of America; provided, however,

that each such party’s consent to jurisdiction and service contained in this Section 8.12 is solely for the

purpose referred to in this Section 8.12 and shall not be deemed to be a general submission to said courts or to courts in

the State of Delaware other than for such purpose.

Section 8.13      WAIVER

OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY

TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT

OR OTHERWISE) DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED

BY THIS AGREEMENT OR THE ACTIONS OF PARENT, THE MERGER SUBS OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT

OF THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY

HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING

WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) IT

HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 8.13.

Section 8.14      Severability.

If any term or other provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or incapable of

being enforced by any rule of Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in

full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the

parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely

as possible in an acceptable manner to the end that the Mergers and the other transactions contemplated by this Agreement are fulfilled

to the fullest extent possible.

Section 8.15      Transfer

Taxes. Except as provided in Section 2.03(b)(iv), all transfer, documentary, sales, use, stamp, registration and

other Taxes and fees (including penalties and interest) incurred in connection with the Mergers shall be paid by Parent, the Surviving

Corporation and the Surviving Entity when due.

Section 8.16      Disclosure

Letters. Certain items and matters are listed in the Company Disclosure Letter and the Parent Disclosure Letter for informational

purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or

matters in the Company Disclosure Letter or the Parent Disclosure Letter be deemed or interpreted to broaden, or otherwise expand the

scope of, the representations and warranties or covenants and agreements contained in this Agreement. No reference to, or disclosure

of, any item or matter in any section of this Agreement or any section or subsection of the Company Disclosure Letter or the Parent Disclosure

Letter shall be construed as an admission or indication that such item or matter is material or that such item or matter is required

to be referred to or disclosed in this Agreement or in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable.

Without limiting the foregoing, no reference to, or disclosure of, a possible breach or violation of any Contract or Law in the Company

Disclosure Letter or the Parent Disclosure Letter shall be construed as an admission or indication that a breach or violation exists

or has actually occurred. Each section or subsection of the Company Disclosure Letter and the Parent Disclosure Letter, as the case may

be, shall be deemed to qualify the corresponding section or subsection of this Agreement, irrespective of whether or not any particular

section or subsection of this Agreement specifically refers to the Company Disclosure Letter or the Parent Disclosure Letter, as the

case may be.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Company,

Parent and each Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of

the date first written above.

Dominion Energy, Inc.

By:

/s/ Robert M. Blue

Name:

Robert M. Blue

Title:

Chair, President & Chief Executive Officer

[Signature Page to Agreement and Plan of

Merger]

NextEra Energy, Inc.

By:

/s/ John W. Ketchum

Name:

John W. Ketchum

Title:

Chairman, President & Chief Executive Officer

WG Development Corp.

By:

/s/ Mark E. Hickson

Name:

Mark E. Hickson

Title:

President

CS Holdco, LLC

By:

/s/ Mark E. Hickson

Name:

Mark E. Hickson

Title:

President

[Signature Page to Agreement and Plan of

Merger]

Exhibit A

Definitions

(a)            The

following terms have the following meanings:

“Acceptable Company

Confidentiality Agreement” means a confidentiality agreement with the Company having customary provisions that are not materially

less favorable to the Company and not materially less restrictive on the Company’s counterparty than those contained in the Confidentiality

Agreement (but, for the avoidance of doubt, such confidentiality agreement need not contain a “standstill” or similar obligation).

“Acceptable Parent

Confidentiality Agreement” means a confidentiality agreement with Parent having customary provisions that are not materially

less favorable to Parent and not materially less restrictive on Parent’s counterparty than those contained in the Confidentiality

Agreement (but, for the avoidance of doubt, such confidentiality agreement need not contain a “standstill” or similar obligation).

“Affiliate”

means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled

by, or is under common control with, such first Person. Notwithstanding anything to the contrary in this definition or this Agreement,

XPLR Infrastructure, LP and its subsidiaries shall not be deemed to be Affiliates of Parent.

“Atomic Energy Act”

means the Atomic Energy Act of 1954, as amended.

“Average Price”

means the volume-weighted average price, rounded to four decimal places, of Parent Shares for the ten (10) consecutive trading days

ending on and including the second (2nd) trading day prior to the Effective Time.

“Burdensome Condition”

means any undertakings, terms, conditions, liabilities, obligations, commitments, sanctions or other measures (including any Remedial

Action) that, individually or in the aggregate, would have or would reasonably be expected to have, a material adverse effect on the

business, financial condition, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole, or

of Parent and its Subsidiaries, taken as a whole; provided, however, that, for this purpose, Parent and

its Subsidiaries, both before and after giving effect to the First Merger, shall be deemed to be a consolidated group of entities of

the size and scale of a hypothetical company that is 100% of the size and scale of the Company and its Subsidiaries, taken as a whole

as of immediately prior to the Effective Time; provided, further, that any undertakings, terms, conditions, liabilities,

obligations, commitments, sanctions and other measures set forth in Section 5.16 and in Part A of Section 5.16

of the Parent Disclosure Letter shall not constitute or be taken into account in determining whether there has been, is or would reasonably

expected to be, a Burdensome Condition.

“Business Day”

means any day other than a Saturday or Sunday or a day on which banks in the City of New York are required or authorized to be closed.

Exhibit A-1

“Byproduct Material”

means any radioactive material (except Special Nuclear Material) yielded in, or made radioactive by, exposure to radiation in the process

of producing or utilizing Special Nuclear Material.

“Closing Share Count”

means the sum of (a) the number of Company Shares issued and outstanding immediately prior to the Effective Time (including Company

RSAs but excluding the Cancelled Shares) and (b) the number of Company Shares underlying (i) Company Performance Share Awards

based upon the Subject Performance Level and (ii) Company Deferred Units.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Commonly Controlled

Entity” means, with respect to any Person, any other Person that, together with such first Person, is treated as a single employer

under Section 414 of the Code.

“Company Acquisition

Proposal” means any bona fide proposal or offer from any Person or group of Persons (other than Parent, the Merger Subs or

their respective Affiliates) relating to (i) any acquisition or purchase directly or indirectly, in a single transaction or series

of transactions, by such Person or group of Persons of a business or assets of the Company or its Subsidiaries that constitutes more

than 20% of the consolidated revenues, net income or consolidated assets of the Company and its Subsidiaries, taken as a whole, or more

than 20% of the total voting power of the equity securities of the Company, (ii) any tender offer or exchange offer that if consummated

would result in such Person beneficially owning more than 20% of the total voting power of the equity securities of the Company or (iii) any

merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, joint venture, partnership,

dissolution or similar transaction involving directly or indirectly, in a single transaction or series of transactions, the Company or

any Subsidiary or Subsidiaries of the Company that if consummated would result in such Person or group of Persons acquiring a business

or assets of the Company or its Subsidiaries that constitutes more than 20% of the consolidated revenues, net income or consolidated

assets of the Company and its Subsidiaries, taken as a whole.

“Company Benefit

Plan” means any (i) “employee benefit plan” (within the meaning of Section 3(3) of ERISA), (ii) bonus,

incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement (including the Company

Equity Award Plans), (iii) severance, change in control, employment, consulting, retirement, retention or termination plan, program,

agreement, policy or arrangement or (iv) other compensation or benefit plan, program, agreement, policy, practice, Contract, arrangement

or other obligation, whether or not in writing and whether or not subject to ERISA, in each case, sponsored, maintained, contributed

to or required to be maintained or contributed to by the Company or any of its Commonly Controlled Entities or with respect to which

the Company or any of its Commonly Controlled Entities had or has any present or future liability, in any case other than any (A) “multiemployer

plan” (within the meaning of Section 3(37) of ERISA) or (B) plan, program, policy or arrangement mandated by applicable

Law.

“Company Disclosure

Letter” means the confidential disclosure letter dated as of the date of this Agreement delivered by the Company to Parent

and each Merger Sub.

Exhibit A-2

“Company Equity

Award Plans” means the 2014 Incentive Compensation Plan, the 2024 Incentive Compensation Plan and the Non-Employee Directors

Compensation Plan, each as amended and restated from time to time.

“Company Intervening

Event” means any beneficial material event, development or change in circumstances that materially affects the business, assets

or operations of the Company and its Subsidiaries, taken as a whole, that first becomes known to the Company Board after the date of

this Agreement but before the Company Requisite Vote is obtained, to the extent that such event, development or change in circumstances

was not reasonably foreseeable as of or prior to the date of this Agreement or which would not reasonably be expected to have become

known after reasonable investigation or inquiry as of or prior to the date of this Agreement; provided, however, that in

no event will (i) the receipt, existence or terms of a Company Acquisition Proposal or any matter relating thereto or consequence

thereof, (ii) any action taken or omitted to be taken by any party pursuant to or in compliance with this Agreement, including any

action taken or omitted to be taken or requirement imposed in connection with seeking any Regulatory Clearances, (iii) any changes

in Law, legislative or political conditions or policy or practices of any Governmental Entity or the settlement, commencement or threat

of any lawsuits, investigations, inquiries or Proceedings, (iv) changes in the market price or trading volume of the Company Shares

or Parent Shares, or the credit rating of Company or Parent or any of their respective Subsidiaries, or the Company or Parent or any

of their respective Subsidiaries meeting or exceeding internal or published projections, budgets, plans, forecasts or revenue, earnings

or other financial performance predictions or results of operations for any period, (v) changes in general economic, business, financial,

political, social or market conditions or in the energy markets or industry or in the financial, debt, capital, credit or securities

markets generally in the United States or elsewhere in the world, including changes to interest rates, (vi) changes in general economic,

business, financial, political, social or market conditions or changes in the electricity and natural gas industries or other commodities,

(vii) changes in applicable accounting regulations or principles or interpretations thereof, (viii) an act of terrorism, sabotage,

cyberattack, military action, hostilities or war (whether declared or not declared) or an outbreak, escalation or worsening thereof or

any act of God, epidemic, outbreak of disease, earthquake, any weather-related or other force majeure event or other natural disaster

or any national or international calamity or crisis or any escalation or worsening thereof, (ix) changes arising from or related

to the announcement, execution or delivery of this Agreement or the public announcement or pendency of the Mergers or the other transactions

contemplated by this Agreement, in each case, including any impact thereof on relationships, contractual or otherwise, with Governmental

Entities or customers, suppliers, distributors, lenders, partners or employees of Company and its Subsidiaries, or (x) any event,

development or change relating solely to Parent or its Affiliates, in each case, constitute a “Company Intervening Event”

or contribute to or be taken into account, alone or in combination, in determining whether a Company Intervening Event has occurred or

would reasonably be expected to result.

Exhibit A-3

“Company Material

Adverse Effect” means any Change that has a material adverse effect on the business, financial condition, assets, liabilities

or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that none

of the following shall, either alone or in combination, constitute or contribute to a Company Material Adverse Effect: (i) Changes

in the economy in the United States or elsewhere in the world, including as a result of changes in geopolitical conditions, (ii) Changes

that affect any of the industries in which the Company or any of its Subsidiaries operate, (iii) Changes in the financial, debt,

capital, credit or securities markets generally in the United States or elsewhere in the world, including changes in interest rates,

(iv) any Change in the stock price, trading volume or credit rating of the Company or any of its Subsidiaries or any failure by

the Company to meet published analyst estimates or expectations of its revenue, earnings or other financial performance or results of

operations for any period, or any failure by the Company to meet its internal or published projections, budgets, plans or forecasts of

its revenues, earnings or other financial performance or results of operations for any period (it being understood that the Changes underlying

any such Change or failure described in this clause (iv) to the extent not otherwise excluded from the definition of

a “Company Material Adverse Effect” may be considered in determining whether there has been a Company Material Adverse Effect),

(v) Changes in Law, legislative or political conditions or policy or practices of any Governmental Entity, (vi) Changes in

applicable accounting regulations or principles or interpretations thereof, (vii) an act of terrorism, sabotage, cyberattack, military

action, hostilities or war (whether declared or not declared) or an outbreak or escalation or worsening thereof or any act of God, epidemic,

outbreak of disease, earthquake, any weather-related or other force majeure event or other natural disaster or any national or international

calamity or crisis or any escalation or worsening thereof, (viii) the announcement, execution or delivery of this Agreement or the

public announcement or pendency of the Mergers or the other transactions contemplated by this Agreement, in each case, including any

impact thereof on relationships, contractual or otherwise, with Governmental Entities or customers, suppliers, distributors, lenders,

partners or employees of the Company and its Subsidiaries, (ix) actions taken or requirements imposed by any Governmental Entities,

in connection with obtaining the Regulatory Clearances, (x) any Shareholder Litigation or Changes with respect thereto and (xi) any

Significant Project Adverse Effect; provided, further, that any Change set forth in the foregoing clauses (i),

(ii), (iii), (v), (vi) or (vii), to the extent not otherwise excluded hereunder, may be taken

into account in determining whether a Company Material Adverse Effect has occurred solely to the extent that such Change has a disproportionate

adverse effect on the Company and its Subsidiaries, taken as a whole, as compared to other Persons engaged in the relevant business affected

by such Change.

“Company Material

Contract” means any Contract required to be filed by a Reporting Company as a “material contract” pursuant to Item

601(b)(10) of Regulation S-K promulgated by the SEC; provided, that solely for purposes of Section 3.01(h),

the term “Company Material Contract” shall also include any Contract that requires the Company or any of its Subsidiaries

to incur Indebtedness or to make payments or expenditures, of more than Two Billion Five Hundred Million Dollars ($2,500,000,000.00)

in any one future fiscal year through fiscal year 2028, excluding (A) any Contracts that can be terminated for convenience on less

than ninety (90) days’ notice without material payment or penalty and (B) (i) any Contracts for the purchase, sale

or supply of natural gas capacity or commodities or fuel, electricity, capacity, environmental attributes (including renewable energy

certificates, emissions allowances, carbon credits, and similar environmental commodities), tax credits (including production tax credits

and investment tax credits, whether transferred, sold, or otherwise monetized), ancillary services or transmission rights, (ii) any

demand response or tolling arrangements or agreements, power purchase agreements or interconnection agreements or (iii) any hedging,

swap or other derivative arrangements relating to any of the foregoing products or services.

“Company Material

Litigation Proceedings” means any Proceedings set forth on Section 1.01(b) of the Company Disclosure Letter or any

settlement or stipulation in respect thereof.

Exhibit A-4

“Company Material

Regulatory Proceedings” means any Proceedings set forth on Section 1.01(c) of the Company Disclosure Letter or any

settlement or stipulation in respect thereof.

“Company Share”

means a share of common stock, without par value, of the Company.

“Company Significant

Subsidiaries” means (i) the significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X) of

the Company, determined as of the fiscal year ended December 31, 2025 and (ii) the entities set forth on Section 1.01(a) of

the Company Disclosure Letter.

“Company Superior

Proposal” means an unsolicited bona fide written Company Acquisition Proposal relating to any direct or indirect acquisition

or purchase of (i) assets that generate more than 50% of the consolidated revenues or net income of the Company and its Subsidiaries,

taken as a whole, (ii) assets that constitute more than 50% of the consolidated assets of the Company and its Subsidiaries, taken

as a whole or (iii) more than 50% of the total voting power of the equity securities of the Company, in each case, that the Company

Board determines in good faith after consultation with the Company’s financial advisors and outside legal counsel is more favorable

to the Company’s shareholders than the First Merger, taking into account the Person making the Company Acquisition Proposal and

all legal, financial and regulatory aspects of the Company Acquisition Proposal (including the likelihood that such Company Acquisition

Proposal would be consummated in accordance with its terms) and all other relevant circumstances.

“Company Tax Counsel”

means McGuireWoods LLP.

“Consent”

means any consent, clearance, approval, Order, authorization, waiver, license, notice filing, registration, declaration, action or non-action.

“Contract”

means a contract, purchase order, license, sublicense, lease, sublease, option, warrant, guaranty, indenture, note, bond, mortgage or

other legally binding agreement or instrument, whether written or unwritten.

“control”

(including in the terms “controlling”, “controlled”, “controlled by” and “under

common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management

policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“Data Privacy Legal

Requirements” means with respect to any Person (i) all applicable requirements imposed by applicable Laws relating to

(A) the security or privacy of information systems, networks, or data; (B) the use, collection, recording, storing, altering,

retrieving, transferring, disclosing (whether authorized or unauthorized) or otherwise processing of data owned or used by such Person

or its Subsidiaries; (C) the unauthorized access, acquisition, use, modification, disclosure or misuse of data; (D) the notification

to affected parties, regulators, or credit reporting agencies as a result of any breach of systems, networks or data; or (E) any

other cybersecurity or data privacy incident requiring reporting outside of such Person; (ii) all contractual standards, rules and

requirements that the such Person or any of its Subsidiaries is or has been contractually obligated to comply with; and (iii) each

published external or internal, past or present privacy policy or security policy of such Person or its Subsidiaries applicable to any

information systems, networks, or data, including personal data and any published policy of such Person or its Subsidiaries relating

to: (A) the privacy of any Person, (B) financial records or information pertaining to any Person, (C) the collection,

storage, disclosure, transfer, disposal, other processing or security of any personal data, or (D) personally identifying information,

sensitive customer information, financial records, security records and associated information, about Persons.

Exhibit A-5

“Environmental Law”

means any Law relating to pollution or protection of the environment or natural resources, including ambient air, soil, surface water

or groundwater, sediment, flora and fauna, or, as it relates to the exposure to hazardous, deleterious or toxic materials, human health

or safety.

“Equity Award Cash

Distribution Right” means, with respect to a Parent RSU Conversion Award, Parent Restricted Stock Award, or Parent Deferred

Unit (collectively, “Parent Conversion Awards”), the right to receive an amount in cash equal to (a) the number

of Parent Shares subject to such Parent Conversion Award, divided by (b) the Equity Award Exchange Ratio, multiplied by

(c) the Per Share Cash Amount. Each Equity Award Cash Distribution Right shall be subject to the same vesting, payment, and forfeiture

terms as the Parent Conversion Award to which such Equity Award Cash Distribution Right relates.

“Equity Award Exchange

Ratio” means the Per Share Stock Amount.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Excluded Order”

means any Order enacted, entered or promulgated by any Governmental Entity, other than a federal Governmental Entity or any other matters

set forth on Section 5.02(c) of the Parent Disclosure Letter, that restrains, enjoins, prevents or otherwise prohibits the

consummation of the First Merger or makes the consummation of the First Merger illegal and which is not with respect to a Regulatory

Clearance and which is not primarily caused by Parent’s breach of this Agreement.

“Good Utility Practice”

means (i) any of the practices, methods and acts engaged in or approved by a significant portion of the electric or natural gas

utility industries, as applicable, during the relevant time period or (ii) any of the practices, methods or acts that, in the exercise

of reasonable, good faith judgment in light of the facts known at the time the decision was made, would have been expected to accomplish

the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition; provided that

Good Utility Practice is not intended to be limited to optimum practices, methods or acts to the exclusion of all others but rather to

be acceptable practices, methods or acts generally accepted in the geographic location of the performance of such practice, method or

act.

“Governmental Entity”

means any federal, state, local, or non-United States government, any court or tribunal, any administrative, regulatory (including

any stock exchange) or other governmental or quasi-governmental agency, commission, branch or authority or other governmental entity

or body, in each case, of competent jurisdiction.

Exhibit A-6

“Hazardous Materials”

means any substance, waste or material defined or regulated as hazardous, acutely hazardous or toxic or that could reasonably be expected

to result in liability under any applicable Environmental Law currently in effect, including petroleum, petroleum products, High-Level

Waste, Spent Nuclear Fuel, by-products and distillates, pesticides, dioxin, polychlorinated biphenyls, mold, biological hazards,

asbestos and asbestos-containing materials.

“High-Level Waste”

means (i) irradiated nuclear reactor fuel, (ii) liquid wastes resulting from the operation of the first cycle solvent extraction

system, or its equivalent, and the concentrated wastes from subsequent extraction cycles, or their equivalent, in a facility for reprocessing

irradiated reactor fuel and (iii) solids into which such liquid wastes have been converted.

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Intellectual Property”

means all intellectual property and proprietary rights, and applications with respect thereto, including (i) patents and patent

applications, (ii) trademarks, service marks, trade dress, logos, Internet domain names, trade names and corporate names, whether

registered or unregistered, and the goodwill associated therewith, together with any registrations and applications for registration

thereof, (iii) copyrights and rights under copyrights, whether registered or unregistered, and any registrations and applications

for registration thereof, (iv) trade secrets and other rights in know-how and confidential or proprietary information,

including any technical data, specifications, techniques, inventions and discoveries, in each case, to the extent that it qualifies as

a trade secret under applicable Law and (v) all other intellectual property rights recognized by applicable Law.

“IT Systems”

means all computer systems, computer programs, networks, hardware, software, software engines, electronic databases and websites used

to process, store, maintain and operate data, information and control systems owned, used or provided by the Company.

“Knowledge”

means (i) with respect to the Company, the actual knowledge, after reasonable inquiry, of any of the Persons set forth in Section 8.06(a) of

the Company Disclosure Letter and their successors and (ii) with respect to Parent, the actual knowledge, after reasonable inquiry,

of any of the Persons set forth in Section 8.06 of the Parent Disclosure Letter and their successors.

“Law”

means any federal, state, local or non-United States law (including common law), statute, regulation, rule, ordinance, Order

or decree of any Governmental Entity.

“Material Litigation

Proceedings” means the Company Material Litigation Proceedings and the Parent Material Litigation Proceedings.

“Material Regulatory

Proceedings” means the Company Material Regulatory Proceedings and the Parent Material Regulatory Proceedings.

“Notes Indebtedness”

means the Indebtedness set forth on Section 5.09(a) of the Company Disclosure Letter.

Exhibit A-7

“NYSE”

means the New York Stock Exchange.

“Parent Acquisition

Proposal” means any bona fide proposal or offer from any Person or group of Persons (other than the Company and its Affiliates)

relating to (i) any acquisition or purchase directly or indirectly, in a single transaction or series of transactions, by such Person

or group of Persons of a business or assets for Parent or its Subsidiaries that constitutes more than 20% of the consolidated revenues,

net income or consolidated assets of Parent and its Subsidiaries, taken as a whole, or more than 20% of the total voting power of the

equity securities of Parent, (ii) any tender offer or exchange offer that if consummated would result in such Person or groups of

Persons beneficially owning more than 20% of the total voting power of the equity securities of Parent or (iii) any merger, reorganization,

consolidation, share exchange, business combination, recapitalization, liquidation, joint venture, partnership, dissolution or similar

transaction involving directly or indirectly, in a single transaction or series of transactions, Parent or any Subsidiary or Subsidiaries

of Parent that if consummated would result in such Person or group of Persons acquiring a business or assets of Parent or its Subsidiaries

that constitutes more than 20% of the consolidated revenues, net income or consolidated assets of Parent and its Subsidiaries, taken

as a whole.

“Parent Benefit

Plan” means any (i) “employee benefit plan” (within the meaning of Section 3(3) of ERISA), (ii) bonus,

incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement, (iii) severance,

change in control, employment, consulting, retirement, retention or termination plan, program, agreement, policy or arrangement or (iv) other

compensation or benefit plan, program, agreement, policy, practice, Contract, arrangement or other obligation, whether or not in writing

and whether or not subject to ERISA, in each case, sponsored, maintained, contributed to or required to be maintained or contributed

to by Parent or any of its Commonly Controlled Entities or with respect to which Parent or any of its Commonly Controlled Entities had

or has any present or future liability, in any case other than any (A) “multiemployer plan” (within the meaning of Section 3(37)

of ERISA) or (B) plan, program, policy or arrangement mandated by applicable Law.

“Parent Disclosure

Letter” means the confidential disclosure letter dated as of the date of this Agreement delivered by Parent to the Company.

Exhibit A-8

“Parent Intervening

Event” means any beneficial material event, development or change in circumstances that materially affects the business, assets

or operations of Parent and its Subsidiaries, taken as a whole, that first becomes known to the Parent Board after the date of this Agreement

but before the Parent Shareholder Approval is obtained, to the extent that such event, development or change in circumstances was not

reasonably foreseeable as of or prior to the date of this Agreement or which would not reasonably be expected to have become known after

reasonable investigation or inquiry as of or prior to the date of this Agreement; provided, however, that in

no event will (i) the receipt, existence or terms of a Parent Acquisition Proposal or any matter relating thereto or consequence