Form 8-K

8-K — CENTERPOINT ENERGY INC

Accession: 0001104659-26-062779

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001130310

SIC: 4911 (ELECTRIC SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2614151d3_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2614151d3_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2614151d3_ex5-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-05-15

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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 Report (Date of earliest event reported):

May 15, 2026

CENTERPOINT ENERGY, INC.

(Exact name of registrant as specified in its

charter)

Texas

1-31447

74-0694415

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

1111 Louisiana Street

Houston Texas

77002

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(713) 207-1111

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 (see General Instruction A.2. below):

¨       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

CNP

The New York Stock Exchange

NYSE Texas

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) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2).

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. ¨

Item 1.01. Entry into a Material Definitive Agreement.

May 15, 2026, CenterPoint Energy, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Equity

Distribution Agreement”) with Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc.,

BTIG, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley

& Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities,

Inc. and Wells Fargo Securities, LLC (each, a “Manager” and collectively, the “Managers”), Barclays Bank PLC,

Bank of Montreal, BNP Paribas, Bank of America, N.A., Nomura Global Financial Products, Inc., Citibank, N.A., Goldman Sachs & Co.

LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal

Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association (each, a “Forward

Purchaser” and collectively, the “Forward Purchasers”) and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas

Securities Corp., BofA Securities, Inc., Nomura Securities International, Inc. (acting through BTIG, LLC, as agent), Citigroup Global

Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities

Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities,

LLC (each, a “Forward Seller” and collectively, the “Forward Sellers”), with respect to the offering and sale

from time to time of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), having an aggregate

gross sales price of up to $1,000,000,000 (the “Shares”). Upon entry into the Equity Distribution Agreement, the Company terminated

the Company’s previous at-the-market program pursuant to that certain equity distribution agreement, dated as of January 10, 2024.

At the time of such termination, Common Stock having an aggregate gross sales price of approximately $84.9 million remained unsold under

such prior program.

Sales of the Shares made under

the Equity Distribution Agreement, if any, may be made by any method permitted by applicable law and deemed to be an “at the market

offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including by means

of ordinary brokers’ transactions through the facilities of the New York Stock Exchange or the NYSE Texas, or through a market maker

or directly on or through an electronic communications network, at market prices prevailing at the time of sale or at prices related to

prevailing market prices. In addition, the Shares may be offered and sold by such other methods, including privately negotiated transactions

(including block transactions), as the Company and the Managers or the Forward Sellers agree to in writing. Each Manager will receive

from the Company a commission of up to 1% of the gross sales price per share for any Shares sold by it under the Equity Distribution Agreement.

The Equity Distribution Agreement

provides that, in addition to the issuance and sale of Shares by the Company to or through the Managers, the Company may also enter into

one or more forward sale agreements pursuant to master forward confirmations to be entered into between the Company and the relevant Forward

Purchaser, a form of which is attached to the Equity Distribution Agreement as Exhibit C thereto (each, a “Master Forward Confirmation”),

and related supplemental confirmations to be entered into between the Company and the relevant Forward Purchaser pursuant thereto (collectively,

a “Forward Sale Agreement”). In connection with any Forward Sale Agreement, the relevant Forward Purchaser will borrow from

third parties and, through its affiliated Forward Seller, and in the case of Nomura Securities International, Inc., through its agent,

BTIG, LLC, sell, a number of Shares equal to the number of Shares underlying the particular Forward Sale Agreement. In connection with

any Forward Sale Agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price under the related

Forward Sale Agreement, a commission of up to 1% of the gross sales prices of all borrowed shares of the Company’s common stock

sold during the applicable forward hedge selling period by it as Forward Seller.

In no event will the aggregate

number of Shares sold through the Managers or the Forward Sellers under the Equity Distribution Agreement and under any Forward Sale Agreement

have an aggregate sales price in excess of $1,000,000,000. The Company has no obligation to offer or sell any Shares under the Equity

Distribution Agreement and may at any time suspend offers and sales under the Equity Distribution Agreement. The offer and sale of Shares

pursuant to the Equity Distribution Agreement will terminate upon the earliest of (1) the sale of all Shares subject to the Equity Distribution

Agreement, (2) the termination of the Equity Distribution Agreement by the Company or by the Managers, the Forward Purchasers and the

Forward Sellers or (3) May 15, 2029.

The net proceeds that the Company

receives from the sales of Shares under the Equity Distribution Agreement from the Managers will be the gross proceeds received from such

sales less the commissions and less any other costs the Company may incur in issuing and/or selling Shares. The Managers and the Forward

Sellers are not required to sell any specific number or dollar amount of the Shares. Subject to the terms and conditions of the Equity

Distribution Agreement, each of the Managers and the Forward Sellers will use commercially reasonable efforts to sell on the Company’s

behalf any Shares as instructed by the Company. The Company will not initially receive any proceeds from the sale of borrowed shares of

its common stock by the Forward Sellers. The Company expects to fully physically settle each particular Forward Sale Agreement (by delivery

of Shares) with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of that

particular Forward Sale Agreement, in which case the Company will expect to receive aggregate net cash proceeds at settlement equal to

the number of Shares underlying the particular Forward Sale Agreement multiplied by the relevant forward sale price. If the Company elects

to cash settle or net share settle a Forward Sale Agreement, it may not (in the case of cash settlement) or will not (in the case of net

share settlement) receive any proceeds, and the Company may owe cash (in the case of cash settlement) or Shares (in the case of net share

settlement) to the relevant Forward Purchaser.

The Equity Distribution Agreement

contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company

and the Managers, the Forward Purchasers and the Forward Sellers have agreed to indemnify each other against certain liabilities, including

liabilities under the Securities Act. The Company expects to use the net proceeds from any sale of the Shares, after deducting commissions

and offering expenses, for general corporate purposes, which may include, among other things, the capital expenditure programs of the

Company’s operating subsidiaries and the repayment of borrowings under the Company’s commercial paper program. Certain of

the Managers, the Forward Purchasers or the Forward Sellers and/or their affiliates may in the future own some of the Company’s

commercial paper and will therefore each receive a portion of the net proceeds upon such repayment.

The

offer and sale of the Shares have been registered under the Securities Act pursuant to a Registration Statement on Form S-3 (Registration

No. 333-295924) of the Company, as supplemented by the Prospectus Supplement dated May 15, 2026 relating to the Shares, to be

filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act on May 15, 2026.

The foregoing description of

the Equity Distribution Agreement set forth in this Item 1.01 does not purport to be complete and is qualified in its entirety by reference

to the full text of such agreement, including the form of Master Forward Confirmation attached as Exhibit C thereto, which is filed as

Exhibit 1.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The exhibits listed below are filed

herewith.

Agreements and forms of

agreements included as exhibits are included only to provide information to investors regarding their terms. Agreements and forms of agreements

listed below may contain representations, warranties and other provisions that were made, among other things, to provide the parties thereto

with specified rights and obligations and to allocate risk among them, and no such agreement or form of agreement should be relied upon

as constituting or providing any factual disclosures about the Company, any other person, any state of affairs or other matters.

(d) Exhibits.

EXHIBIT

NUMBER

EXHIBIT DESCRIPTION

1.1

Equity Distribution Agreement, dated May 15, 2026, among CenterPoint Energy, Inc. and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers, Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bank of America, N.A., Nomura Global Financial Products, Inc., Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers, and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., Nomura Securities International, Inc. (acting through BTIG, LLC, as agent), Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers.

5.1

Opinion of Baker Botts L.L.P. relating to the legality of the Shares.

23.1

Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).

104

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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 hereunto

duly authorized.

CENTERPOINT ENERGY, INC.

Date: May 15, 2026

By:

/s/ Russell K. Wright

Russell K. Wright

Vice President and Chief Accounting Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2614151d3_ex1-1.htm · Sequence: 2

Exhibit 1.1

CENTERPOINT ENERGY, INC.

COMMON STOCK (PAR VALUE, $0.01 PER SHARE)

EQUITY DISTRIBUTION AGREEMENT

May 15, 2026

To:

Barclays

Capital Inc.

745 Seventh Avenue

New York, New York 10019

Barclays

Bank PLC

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Barclays

Capital Inc.

745 Seventh Avenue

New York, New York 10019

BMO

Capital Markets Corp.

151 W 42nd Street

New York, New York 10036

Bank

of Montreal

c/o BMO Capital Markets Corp.

151 W 42nd Street

New York, New York 10036

BMO

Capital Markets Corp.

151 W 42nd Street

New York, New York 10036

BNP

Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019

BNP

Paribas

787 Seventh Avenue

New York, New York 10019

BNP

Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019

BofA

Securities, Inc.

One Bryant Park

New York, New York 10036

Bank

of America, N.A.

One Bryant Park, 8th Floor

New York, New York 10036

BofA

Securities, Inc.

One Bryant Park

New York, New York 10036

BTIG,

LLC

65 East 55th Street

New York, New York 10022

Nomura

Global Financial Products, Inc.

309 West 49th Street

New York, New York 10019

Nomura

Securities International, Inc.

(acting through BTIG, LLC as agent)

309 West 49th Street

New York, New York 10019

Citigroup

Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Citibank,

N.A.

390 Greenwich Street

New York, New York 10013

Citigroup

Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Goldman

Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

Goldman

Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

Goldman

Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

J.P.

Morgan Securities LLC

270 Park Avenue

New York, New York 10017

JPMorgan

Chase Bank, National Association

270 Park Avenue

New York, New York 10017

J.P.

Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Mizuho

Securities USA LLC

1271 Avenue of the Americas

New York, New York 10020

Mizuho

Markets Americas LLC

1271 Avenue of the Americas

New York, New York 10020

Mizuho

Securities USA LLC

1271 Avenue of the Americas

New York, New York 10020

Morgan

Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Morgan

Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Morgan

Stanley & Co. LLC

1585 Broadway

New York, New York 10036

MUFG

Securities Americas Inc.

1221 Avenue of the Americas, 6th

Floor

New York, New York 10020

MUFG

Securities EMEA plc

Ropemaker Place

25 Ropemaker Street

London, EC2Y 9AJ, United Kingdom

MUFG

Securities Americas Inc.

1221 Avenue of the Americas, 6th

Floor

New York, New York 10020

RBC

Capital Markets, LLC

Brookfield Place

200 Vesey Street, 8th Floor

New York, New York 10281

Royal

Bank of Canada

c/o RBC Capital Markets, LLC

200 Vesey Street

New York, New York 10281

RBC

Capital Markets, LLC

Brookfield Place

200 Vesey Street, 8th Floor

New York, New York 10281

Scotia

Capital (USA) Inc.

250 Vesey Street

New York, New York 10281

The

Bank of Nova Scotia

c/o Scotia Capital (USA) Inc.

250 Vesey Street

New York, New York 10281

Scotia

Capital (USA) Inc.

250 Vesey Street

New York, New York 10281

Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

The

Toronto-Dominion Bank

c/o TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

Truist

Securities, Inc.

50 Hudson Yards, 70th Floor

New York, New York 10001

Truist

Bank

50 Hudson Yards, 70th Floor

New York, New York 10001

Truist

Securities, Inc.

50 Hudson Yards, 70th Floor

New York, New York 10001

Wells

Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Wells

Fargo Bank, National Association

500 West 33rd Street, 14th Floor

New York, New York 10001

Wells

Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

As Managers

As Forward Purchasers

As Forward Sellers

Ladies and Gentlemen:

CenterPoint

Energy, Inc., a Texas corporation (the “Company”), confirms its agreement (this “Agreement”)

with Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citigroup

Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho

Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital

(USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each, in its capacity as sales agent

in connection with the offering and sale of Issuance Shares (as defined below) hereunder, a “Manager” and collectively,

the “Managers”), Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bank of America, N.A., Nomura Global Financial

Products, Inc., Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan

Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal

Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, or one or

more of their respective affiliates (each, in its capacity as purchaser under any Forward Contract (as defined below), a “Forward

Purchaser” and collectively, the “Forward Purchasers”) and Barclays Capital Inc., BMO Capital Markets Corp.,

BNP Paribas Securities Corp., BofA Securities, Inc., Nomura Securities International, Inc. (acting through BTIG, LLC, as agent),

Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho

Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital

(USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each, as agent for its affiliated

Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined below) hereunder, a “Forward

Seller” and collectively, the “Forward Sellers”), as set forth in this Agreement. The Company proposes to

offer and/or issue and sell on the terms set forth in this Agreement, shares of its common stock, par value $0.01 per share (“Common

Stock”), having an aggregate gross sales price of up to $1,000,000,000. The Issuance Shares and the Forward Hedge Shares offered

and sold pursuant to this Agreement shall be referred to herein as the “Shares”.

The Company has filed with

the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-295924), including

a prospectus, on Form S-3, relating to the securities described therein (the “Shelf Securities”), including the

Shares, to be offered from time to time by the Company. The registration statement as of its most recent effective date, including the

information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B

under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration

Statement”, and the related prospectus covering the Shelf Securities and filed as part of the Registration Statement, together

with any amendments or supplements thereto (other than a prospectus supplement relating solely to the offering of Shelf Securities other

than the Shares) as of the most recent effective date of the Registration Statement, is hereinafter referred to as the “Basic

Prospectus”. “Prospectus Supplement” means the final prospectus supplement, relating to the Shares, filed

by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after

the date hereof, in the form furnished by the Company to the Managers, the Forward Purchasers and the Forward Sellers in connection with

the offering of the Shares. Except where the context otherwise requires, “Prospectus” means the Basic Prospectus,

as supplemented by the Prospectus Supplement and the most recent Interim Prospectus Supplement (as defined in Section 6(b) below),

if any. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under

the Securities Act. “Permitted Free Writing Prospectuses” means the documents listed on Schedule I hereto or

otherwise approved in writing by the Managers, the Forward Purchasers and the Forward Sellers in accordance with Section 6(a), and

“broadly available road show” means any road show as defined in Rule 433(h) under the Securities Act. As

used herein, the terms “Registration Statement”, “Basic Prospectus”, “Prospectus Supplement”, “Interim

Prospectus Supplement” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of

the date hereof. The terms “supplement”, “amendment” and “amend” as used herein

with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the

Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein (the “Incorporated

Documents”).

For purposes of this Agreement,

capitalized terms used herein and not otherwise defined shall have the following respective meanings:

“Actual Sold Forward

Amount” means, for any Forward Hedge Selling Period for any Forward, the number of Forward Hedge Shares that a Forward Seller

has sold during such Forward Hedge Selling Period.

“Forward”

means the transaction resulting from the delivery by the Company, and the acceptance by the relevant Forward Purchaser, of a Forward

Placement Notice, subject to the terms and conditions of this Agreement and the applicable Forward Contract.

“Forward Contract”

means, for each Forward, the contract evidencing such Forward between the Company and a Forward Purchaser, which shall be comprised of

the Master Forward Confirmation and the related “Supplemental Confirmation” (as defined in the Master Forward Confirmation)

for such Forward.

“Forward Date”

means any Trading Day that a Forward Placement Notice is delivered or deemed to be delivered pursuant to Section 2(b).

“Forward Hedge Amount”

means the aggregate Sales Price of the Forward Hedge Shares to be sold by a Forward Seller with respect to any Forward as specified in

the Forward Placement Notice for such Forward, subject to the terms and conditions of this Agreement.

“Forward Hedge Price”

means, for any Forward Contract, the product of (x) an amount equal to one (1) minus the Forward Hedge Selling Commission Rate

for such Forward Contract; and (y) the “Volume-Weighted Hedge Price” (as defined in the Master Forward Confirmation)

for such Forward Contract.

“Forward Hedge Selling

Commission” means, for any Forward Contract, the product of (x) the Forward Hedge Selling Commission Rate for such Forward

Contract and (y) the “Volume-Weighted Hedge Price” (as defined in the Master Forward Confirmation) for such Forward

Contract.

“Forward Hedge Selling

Commission Rate” means, for any Forward Contract, a rate mutually agreed between the Company and a Forward Seller, not to exceed

1%.

“Forward Hedge Selling

Period” means the period of consecutive Trading Days (as determined by the Company in its sole discretion and specified in

the applicable Forward Placement Notice) beginning on, and including, the Trading Day immediately following the Trading Day on which

such Forward Placement Notice is delivered or deemed to be delivered pursuant to Section 2(b); provided, that if, prior to

the scheduled end of any Forward Hedge Selling Period, (x) any event occurs that would permit a Forward Purchaser to designate a

“Scheduled Trading Day” as a “Termination Settlement Date” (as each such term is defined in the Master Forward

Confirmation) under, and pursuant to, the provisions opposite the caption “Termination Settlement” in the Master Forward

Confirmation or (y) an “Insolvency Filing” (as such term is defined in the Master Forward Confirmation) occurs, then

the Forward Hedge Selling Period shall immediately terminate as of the first such occurrence (or, if later, when persons at the Forward

Seller responsible for executing sales of Forward Hedge Shares become aware of such occurrence).

“Forward Hedge Settlement

Date” means the first Trading Day (or such other day as is industry practice for regular-way trading) following each Trading

Day during the applicable Forward Hedge Selling Period on which a Forward Seller sells any Forward Hedge Shares pursuant to this Agreement.

“Forward Hedge Shares”

means all shares of Common Stock borrowed by a Forward Purchaser or its affiliate and offered and sold by the Forward Sellers in connection

with any Forward that has occurred or may occur in accordance with the terms and conditions of this Agreement.

“Forward Placement

Notice” means a written notice to the applicable Forward Purchaser and Forward Seller, delivered in accordance with this Agreement

in the form attached as Exhibit B specifying that it relates to a “Forward”.

“Issuance Shares”

means all shares of Common Stock issued and sold through a Manager in accordance with the terms and conditions of this Agreement.

“Master Forward

Confirmation” means any Master Forward Confirmation by and between the Company and any Forward Purchaser, including all provisions

incorporated by reference therein, substantially in the form attached as Exhibit C.

“Sales Price”

means, for each Forward Hedge Share or each Issuance Share, the actual sale execution price of each Forward Hedge Share or Issuance Share,

respectively, sold by a Forward Seller or a Manager, as applicable, on the New York Stock Exchange, in the case of ordinary brokers’

transactions, or as otherwise agreed by the parties in other methods of sale.

“Settlement Date”

means any Forward Hedge Settlement Date or any Issuance Shares Settlement Date (as defined below).

“Trading Day”

means any day which is a trading day on the New York Stock Exchange (“NYSE” or the “Exchange”),

other than a day on which the Exchange is scheduled to close prior to its regular weekday closing time.

1. A.            Representations

and Warranties of the Company. The Company represents and warrants to and agrees with

the Managers, the Forward Purchasers and the Forward Sellers that:

(a)            Compliance

with Securities Laws. (i)(A) At the respective times the Registration Statement and each amendment thereto became effective,

(B) at each deemed effective date with respect to the Managers pursuant to Rule 430B(f)(2) under the Securities Act (each,

a “Deemed Effective Time”), (C) as of each time Shares are sold pursuant to this Agreement (each, a “Time

of Sale”), (D) at each Settlement Date (as defined herein), (E) at all times during which a prospectus is required

by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar

rule) in connection with any sale of Shares (the “Delivery Period”), and (F) as of the date hereof, the Registration

Statement conformed and will conform in all material respects with the requirements of the Securities Act and the rules and regulations

of the Commission thereunder; (ii) the Basic Prospectus (A) has conformed, or will conform, at the time it was, or will be,

filed with the Commission, (B) conforms as of the date hereof (if filed with the Commission on or prior to the date hereof) and,

(C) as of each Time of Sale, will conform, in each case in all material respects, with the requirements of the Securities Act and

the rules and regulations of the Commission thereunder; and (iii) each of the Prospectus Supplement, any Interim Prospectus

Supplement and the Prospectus will conform (A) as of the date that such document is filed with the Commission, (B) as of each

Time of Sale and (C) as of each Settlement Date, in all material respects with the rules and regulations of the Commission

under the Securities Act.

(b)            General

Disclosure Package. (i) As of the date hereof, at the respective times the Registration Statement and each amendment thereto

became effective and at each Deemed Effective Time, the Registration Statement does not and/or will not contain an untrue statement of

a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

in the light of the circumstances under which they were made; (ii) as of each Time of Sale, the Prospectus (as amended and supplemented

at such Time of Sale) and any Permitted Free Writing Prospectus then in use, considered together (collectively, the “General

Disclosure Package”), will not contain any untrue statement of a material fact or omit to state any material fact necessary

to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) as of its date,

the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements

therein, in the light of the circumstances under which they were made, not misleading; and (iv) at any Settlement Date, the Prospectus

(as amended and supplemented as of such Settlement Date) did not and will not contain an untrue statement of a material fact or omit

to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not

misleading; provided, however, that the Company makes no representation or warranty in this Section 1(A)(b) with

respect to (A) any statement or omission made in the Registration Statement, Prospectus or in the General Disclosure Package, or

any amendment or supplement thereto, in reliance upon and in conformity with any information furnished in writing by or on behalf of

the Managers, the Forward Purchasers or the Forward Sellers for use in the Registration Statement, the Prospectus or any Prospectus Supplement,

or any amendment or supplement thereto, and (B) any Form T-1 Statement of Eligibility and Qualification included as an exhibit

to the Registration Statement.

Free Writing Prospectus. The Company (including its agents and representatives, other than the Managers, the Forward Purchasers and

the Forward Sellers, each in their respective capacities) have not prepared, made, used, authorized, approved or referred to and will

not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under

the Securities Act) that constitutes a free writing prospectus other than a Permitted Free Writing Prospectus, which includes (i) the

documents listed on Schedule I hereto as constituting part of the General Disclosure Package and (ii) any broadly available

road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the

Forward Sellers. Each such Permitted Free Writing Prospectus does not include anything that conflicts with the information contained

or incorporated by reference in the Registration Statement or the Prospectus; and any such Free Writing Prospectus, when taken together

with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus,

did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until

any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when

considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material

fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided, however, that the Company makes no representation or warranty with respect to statements or omissions made in

each such Permitted Free Writing Prospectus in reliance upon and in conformity with any information furnished in writing by or on behalf

of the Managers, the Forward Purchasers or the Forward Sellers for use in any Permitted Free Writing Prospectus.

(d)            Registration

Statement. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of

the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection

of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under

the Securities Act has been received by the Company. No stop order suspending the effectiveness of the Registration Statement has been

issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company

or related to the offering has been initiated or threatened by the Commission.

(e)            Incorporated

Documents. Each document filed, and to the extent such document has been amended, as amended, or to be filed pursuant to the Exchange

Act and incorporated by reference in each of the Registration Statement, the Prospectus and the General Disclosure Package, when so filed,

conformed, or will conform, in all material respects to the requirements of the Exchange Act and the applicable rules and regulations

of the Commission thereunder, and none of such documents included, and to the extent such document has been amended, as amended or, when

so filed, will include any untrue statement of a material fact or omitted or, when so filed, will omit to state any material fact necessary

to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f)            Financial

Statements. The financial statements of the Company included or incorporated by reference in the General Disclosure Package and the

Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and the results

of their operations and the changes in their cash flows for the periods shown, and, except as otherwise disclosed in the General Disclosure

Package and the Prospectus, such financial statements have been prepared in conformity with generally accepted accounting principles

as applied in the U.S. (“GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting

Language included or incorporated by reference in each of the Registration Statement, Prospectus and the General Disclosure Package fairly

presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and

guidelines applicable thereto.

(g)            No

Material Adverse Change. Since the date of the latest audited financial statements of the Company included or incorporated by reference

in each of the Registration Statement, the General Disclosure Package and the Prospectus, (i) there has been no material adverse

change in the business, financial condition, prospects or results of operations of the Company and its subsidiaries taken as a whole;

and (ii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its equity

interests (other than regular quarterly dividends on the Common Stock as described in each of the Registration Statement, the General

Disclosure Package and the Prospectus).

(h)            Organization

and Good Standing. (i) The Company has been duly incorporated and is validly existing in good standing under the laws of the

State of Texas, with corporate power and authority to own its properties and conduct its business as described in each of the Registration

Statement, the General Disclosure Package and the Prospectus.

(ii)            Each

Significant Subsidiary (as defined in Regulation S-X under the Securities Act) (each such subsidiary, a “Significant Subsidiary”)

of the Company has been duly formed, and each Significant Subsidiary is validly existing in good standing (if applicable) under the laws

of the jurisdiction of its formation, with power and authority (corporate and other) to own its properties and conduct its business as

described in each of the Registration Statement, the General Disclosure Package and the Prospectus, except to the extent that the failure

to be in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have

a material adverse effect on the financial condition, business, prospects or results of operations of the Company and its subsidiaries,

taken as a whole (“Material Adverse Effect”); and each Significant Subsidiary of the Company is duly qualified to

do business as a foreign corporation, limited partnership or limited liability company in good standing in all other jurisdictions in

which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure

to be so qualified would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of

the issued and outstanding ownership interests of each Significant Subsidiary of the Company have been duly authorized and validly issued

in accordance with the organizational documents of such Significant Subsidiary, except to the extent that a failure thereof would not,

individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the ownership interests of each

Significant Subsidiary owned by the Company, directly or through subsidiaries, are owned free from liens, encumbrances and defects.

(i)             Capitalization.

The Company’s authorized equity capitalization is as set forth in the General Disclosure Package and the Prospectus; the capital

stock of the Company conforms in all material respects to the description thereof contained in each of the Registration Statement, the

General Disclosure Package and the Prospectus; and all of the outstanding shares of capital stock of the Company have been duly authorized

and validly issued and are fully paid and nonassessable.

(j)             Due

Authorization. This Agreement and the Master Forward Confirmation (and each “Supplemental Confirmation” under

the Master Forward Confirmation) (collectively, the “Transaction Documents”) have been, or in the case of any Transaction

Document executed after the date of this Agreement, shall have been at the time of execution, duly authorized, executed and delivered

by the Company.

(k)            The

Shares. The Issuance Shares, the Forward Hedge Shares and any shares of Common Stock to be delivered by the Company under a Supplemental

Confirmation have been, or will have been at such time of such issuance, duly authorized by the Company for issuance pursuant to this

Agreement or the Forward Contract, as applicable, and, when issued and delivered against payment of the consideration therefor pursuant

to this Agreement or the Forward Contract, as applicable, will be validly issued, fully paid and non-assessable, and such issuance will

not be subject to any preemptive or similar statutory rights.

(l)            Transaction

Documents. Assuming due execution and delivery by all other parties thereto, each Transaction Document constitutes or, in the case

of any Transaction Document executed after the date of this Agreement, will constitute, a valid and legally binding agreement of the

Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) any applicable

bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer or conveyance, moratorium, conservatorship and similar laws

relating to or affecting creditors’ rights generally, (ii) general principles of equity (whether considered in a proceeding

in equity or at law), or (iii) principles of materiality and reasonableness and implied covenants of good faith and fair dealing.

(m)           Description

of the Transaction Documents. The statements contained in each of the Registration Statement, the General Disclosure Package and

the Prospectus, insofar as such statements summarize provisions of the Transaction Documents, fairly summarize the applicable provisions

of the Transaction Documents in all material respects.

(n)            No

Conflicts. The issuance and sale of the Issuance Shares by the Company through the Managers, the offering and sale of any Forward

Hedge Shares, and compliance by the Company with the applicable provisions of the Transaction Documents, and the consummation of the

transactions contemplated by the Transaction Documents, will not (i) conflict with or result in a breach or violation of any of

the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement

or instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of

the property or assets of the Company or any subsidiary is subject, which conflict, breach, violation, or default would individually,

or in the aggregate, have a Material Adverse Effect, and (ii) result in any violation of the provisions of the Amended and Restated

Certificate of Formation, the Fifth Amended and Restated Bylaws or other organizational documents of the Company, the charter, by-laws

or other organizational documents of any subsidiary of the Company or any existing statute or any order, rule or regulation of any

court or governmental agency or body having jurisdiction over the Company’s or any of its or its subsidiaries’ properties.

(o)            No

Consents Required. No consent, approval, authorization, order, registration or qualification of or with any such court or governmental

agency or body is required for the issuance and sale of the Issuance Shares, the offering and sale of any Forward Hedge Shares or the

consummation by the Company of the other transactions contemplated by this Agreement and the other Transaction Documents, except such

consents, approvals, authorizations, registrations or qualifications as may be required under applicable securities laws of any state

or foreign jurisdiction in connection with the offering of the Issuance Shares by the Managers or the offering of the Forward Hedge Shares

by the Forward Purchasers or the Forward Sellers.

(p)            Legal

Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no pending

actions, suits or proceedings against or affecting (A) the Company, any of its subsidiaries or any of their respective properties

that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse

Effect, or (B) the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company

or any of its subsidiaries, would individually or in the aggregate would materially and adversely affect the ability of the Company to

perform its obligations under the Transaction Documents, or which are otherwise material in the context of the sale of the Shares; no

such actions, suits or proceedings are threatened or, to the Company’s knowledge, contemplated.

(q)            Independent

Accountants.      Deloitte & Touche LLP, who have certified

certain financial statements of each of the Company and its subsidiaries, is an independent registered public accounting firm with respect

to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company

Accounting Oversight Board (United States) and as required by the Securities Act.

(r)            Investment

Company Act. The Company is not, and, after giving effect to the offering and sale of the Shares, the application of the proceeds

thereof (including, in the case of any Forward Hedge Shares, at the settlement of the related Forward Contract) and the transactions

contemplated by the Master Forward Confirmation and each “Supplemental Confirmation” executed in connection with the Master

Forward Confirmation and the application of any proceeds received under the Forward Contract, as described in each of the Registration

Statement, the General Disclosure Package and the Prospectus under the heading “Use of Proceeds” will not be an “investment

company” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(s)            Permits.

The Company and its subsidiaries possess certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary

to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification

of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually

or in the aggregate have a Material Adverse Effect.

(t)            Compliance

with Environmental Laws. Except as otherwise disclosed in each of the Registration Statement, the General Disclosure Package or the

Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of

any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances

or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental

Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable

for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental

Laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the

Company is not aware of any pending investigation which has a reasonable possibility of leading to such a claim.

(u)            Accounting

and Disclosure Controls. The Company maintains a system of internal accounting controls and maintains disclosure controls and procedures

in conformity with the requirements of the Exchange Act and is otherwise in compliance in all material respects with the requirements

of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

(v)            Compliance

with Money Laundering Laws. The operations of the Company and its subsidiaries are and, since January 1, 2006, have been conducted

at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the

rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by

any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before

any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to

the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(w)            No

Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director,

officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any sanctions administered by

the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or

indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture

partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions

administered by OFAC.

(x)            No

Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to

cause or result in any stabilization or manipulation of the price of the Shares.

(y)            Status

under the Securities Act. The Company is not an ineligible issuer and is a well-known seasoned issuer, in each case as defined under

the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities.

(z)            Listing.

All of the Shares that have been or may be sold under this Agreement have been approved for listing, subject only to official notice

of issuance, on the NYSE and the NYSE Texas.

(aa)         “Actively-Traded”

Status. The Common Stock is an “actively-traded security” excepted from the requirements of Rule 101 of Regulation

M under the Exchange Act by Rule 101(c)(1) thereunder.

B.             Representation

and Warranty of the Forward Sellers. Each of the Forward Sellers severally represents and warrants to, and agrees with, the Managers

that this Agreement has been duly authorized, executed and delivered by the Forward Sellers, and the Forward Sellers will have full right,

power and authority to sell, transfer and deliver the Forward Hedge Shares.

2. Sale

of Issuance Shares and Forward Hedge Shares. On the basis of the representations, warranties

and agreements herein contained, but subject to the terms and conditions herein set forth,

the Company and the Managers, the Forward Purchasers and the Forward Sellers agree that the

Company may from time to time seek to (i) sell Issuance Shares through the Managers,

acting as sales agent, and (ii) offer Forward Hedge Shares through the Forward Purchasers

and the Forward Sellers as follows:

(a)            The

Company may submit its orders to a Manager by telephone (including any price, time or size limits or other customary parameters or conditions)

to sell Issuance Shares on any Trading Day (as defined herein) which order shall be confirmed by the Manager (and accepted by the Company)

by electronic mail using a form substantially similar to that attached hereto as Exhibit A.

(b)            (i) Subject

to the terms and conditions hereof, such Manager shall use commercially reasonable efforts consistent with its normal trading and sales

practices to execute any Company order submitted to it hereunder to sell Issuance Shares with respect to which such Manager has agreed

to act as sales agent. The Company acknowledges and agrees that (x) there can be no assurance that such Manager will be successful

in selling the Issuance Shares, (y) such Manager will incur no liability or obligation to the Company or any other person or entity

if it does not sell Issuance Shares for any reason and (z) such Manager shall be under no obligation to purchase Issuance Shares

on a principal basis pursuant to this Agreement unless a written acceptance has been delivered by the Company to such Manager.

(ii)            The

Company may request entry into a Forward with a Forward Purchaser and thereby offer Forward Hedge Shares by delivering written notice

to such Forward Purchaser and the applicable Forward Seller, at which time the Company and the applicable Forward Purchaser shall duly

execute a Master Forward Confirmation, if one has not already been executed between the Company and the applicable Forward Purchaser.

(iii)            Subject

to the terms and conditions set forth in the Transaction Documents, on any Trading Day, the Company may deliver a Forward Placement Notice

executed by an authorized officer of the Company to a Forward Purchaser and a Forward Seller. The Forward Purchaser and the Forward Seller

may accept the Forward Placement Notice by e-mail to an authorized officer of the Company, confirming the terms of such Forward Placement

Notice. Authorized officers of the Company include its Chief Financial Officer, Treasurer and Assistant Treasurer. Upon the delivery

of a Forward Placement Notice to the Forward Purchaser and the Forward Seller and the Forward Purchaser’s and the Forward Seller’s

acceptance of such Forward Placement Notice by e-mail confirming the terms of such Forward Placement Notice, and unless the sale of the

Forward Hedge Shares described therein has been suspended or otherwise terminated in accordance with the terms of this Agreement or the

Master Forward Confirmation, the Forward Purchaser will use commercially reasonable efforts to borrow Forward Hedge Shares up to the

amount specified and the Forward Seller will use commercially reasonable efforts consistent with its normal trading and sales practices

to sell such Forward Hedge Shares, and otherwise in accordance with the terms of such Forward Placement Notice. The number of Forward

Hedge Shares that the Forward Purchaser shall use commercially reasonable efforts to borrow and that the Forward Seller shall use commercially

reasonable efforts to sell pursuant to such Forward shall have an aggregate actual sale execution price equal to the Forward Hedge Amount

set forth in the Forward Placement Notice accepted by the Forward Purchaser and the Forward Seller.

(iv)            A

Forward Placement Notice or any amendment thereto shall be deemed delivered on the Trading Day that it is received by facsimile or otherwise

(and the Company confirms such delivery by e-mail notice or by telephone (including voicemail message)) by the Forward Purchaser and

the Forward Seller. No Forward Placement Notice may be delivered if an ex-dividend date or ex-date, as applicable for any dividend or

distribution payable by the Company on the Common Stock, is scheduled to occur during the period from, but excluding, the first scheduled

Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling

Period.

(v)            No

later than the opening of the Trading Day next following the last Trading Day of each Forward Hedge Selling Period (or, if earlier, the

date on which any Forward Hedge Selling Period is terminated in accordance with the terms of this Agreement or the Master Forward Confirmation),

the Forward Purchaser shall execute and deliver to the Company, and the Company shall execute and return to the Forward Purchaser, a

“Supplemental Confirmation” in respect of the Forward for such Forward Hedge Selling Period, which “Supplemental Confirmation”

shall set forth the “Trade Date” for such Forward (which shall, subject to the terms of the Master Forward Confirmation,

be the last Trading Day of such Forward Hedge Selling Period), the “Effective Date” for such Forward (which shall, subject

to the terms of the Master Forward Confirmation, be the date one Settlement Cycle (as such term is defined in the Master Forward Confirmation)

immediately following the last Trading Day of such Forward Hedge Selling Period), the initial “Base Amount” for such Forward

(which shall, subject to the terms of the Master Forward Confirmation, be the Actual Sold Forward Amount for such Forward Hedge Selling

Period), the “Maturity Date” for such Forward (which shall, subject to the terms of the applicable Master Forward Confirmation,

be the date that follows the last Trading Day of such Forward Hedge Selling Period by the number of days, months or years set forth opposite

the caption “Term” in the Forward Placement Notice for such Forward, which number of days, months or years shall in no event

be less than two (2) months nor more than eighteen (18) months), the “Forward Price Reduction Dates” for such Forward

(which shall be each of the dates set forth below the caption “Forward Price Reduction Dates” in the Forward Placement Notice

for such Forward), the “Forward Price Reduction Amount” corresponding to such Forward Price Reduction Dates (which shall

be each amount set forth opposite each “Forward Price Reduction Date” and below the caption “Forward Price Reduction

Amounts” in the Forward Placement Notice for such Forward), the “Spread” for such Forward (which shall be the amount

set forth opposite the term “Spread” in the Forward Placement Notice), the “Initial Forward Price” for such Forward

(which shall be determined as provided in the Master Forward Confirmation), the “Volume-Weighted Hedge Price,” the “Specified

Borrow Rate” (which shall be the rate set forth opposite the term “Specified Borrow Rate” in the Forward Placement

Notice), the “Maximum Specified Borrow Rate” (which shall be the rate set forth opposite the term “Maximum Specified

Borrow Rate” in the Forward Placement Notice), the “Forward Shares,” the “Threshold Number of Shares” and

the “Notice Settlement Number” (which shall be the number set forth opposite the term “Notice Settlement Number”

in the Forward Placement Notice).

(vi)            For

each Forward, the Company shall be obligated to enter into a Forward Contract with the Forward Purchaser, and the Forward Purchaser shall

be obligated to use commercially reasonable efforts to borrow, and the Forward Seller shall use commercially reasonable efforts consistent

with its normal trading and sales practices to sell, the Forward Hedge Shares pursuant to such Forward only if and when the Company delivers

a Forward Placement Notice to the Forward Purchaser and the Forward Seller and the Forward Purchaser and the Forward Seller have accepted

such Forward Placement Notice as provided in Section 2(b)(iii). The Company shall have the right, in its sole discretion, to request

that the Forward Seller and Forward Purchaser amend at any time and from time to time any Forward Placement Notice, and if such amendment

is accepted by the Forward Purchaser and the Forward Seller, each of the Forward Purchaser and the Forward Seller shall, as soon as reasonably

practicable after receiving notice of such amendment, modify its offers to sell or borrow, as applicable, consistent with any such amendment

notice; provided, however, that (i) the Company may not amend the Forward Hedge Amount if such amended Forward Hedge Amount

is less than the Actual Sold Forward Amount as of the date of such amendment and (ii) the Company shall not have the right to amend

a Forward Placement Notice after the related “Supplemental Confirmation” has been delivered to the Company.

(vii)            Each

of the Company, the Forward Purchasers and the Forward Sellers acknowledge and agree that: (x) there can be no assurance that the

Forward Purchaser will be successful in borrowing or that the Forward Seller will be successful in selling Forward Hedge Shares; (y) a

Forward Seller will incur no liability or obligation to the Company, the Forward Purchaser or any other person if it does not sell Forward

Hedge Shares borrowed by the Forward Purchaser for any reason other than a failure by the Forward Seller to use commercially reasonable

efforts consistent with its normal trading and sales practices to sell such Forward Hedge Shares as required under this Section 2(b);

and (z) the Forward Purchaser will incur no liability or obligation to the Company, the Forward Seller or any other person if it

does not borrow Forward Hedge Shares for any reason other than a failure by the Forward Purchaser to use commercially reasonable efforts

to borrow such Forward Hedge Shares as required under this Section 2(b). Notwithstanding anything herein to the contrary, a Forward

Purchaser’s obligation to use commercially reasonable efforts to borrow or cause its affiliate to borrow all or any portion of

the Forward Hedge Shares (and a Forward Seller’s obligation to use commercially reasonable efforts consistent with its normal trading

and sales practices to sell such portion of the Forward Hedge Shares) for any Forward hereunder shall be subject in all respects to clause

(ii) of the provisions under the caption “Conditions to Effectiveness” in Section 3 of the Master Forward Confirmation.

In acting hereunder, any Forward Seller will be acting as agent for the Forward Purchaser and not as principal.

Company shall not authorize the issuance and sale of, and such Manager shall not sell any Issuance Shares and such Forward Seller shall

not sell any Forward Hedge Shares, at a price lower than the minimum price therefor designated by the Company pursuant to Section 2(a) above

or in a number in excess of the number of Shares approved for listing on the Exchange, or in excess of the number or amount of Shares

available for issuance on the Registration Statement for which the applicable registration fee has been paid, it being understood and

agreed by the parties hereto that compliance with any such limitations regarding the number of Shares shall be the sole responsibility

of the Company. In addition, the Company, on the one hand, or such Manager or Forward Seller, on the other hand, may, upon notice to

the other party hereto by telephone (confirmed promptly by email or facsimile), suspend an offering of the Issuance Shares or Forward

Hedge Shares pursuant to this Agreement; provided, however, that such suspension or termination shall not affect or impair

the parties’ respective obligations with respect to the Issuance Shares or Forward Hedge Shares sold hereunder prior to the giving

of such notice.

(d)            Such

Manager or Forward Seller shall provide written confirmation (which may be by facsimile or email) to the Company following the close

of trading on the Exchange each day on which Shares are sold under this Agreement setting forth (i) the amount of Issuance Shares

or the Actual Sold Forward Amount sold on such day, (ii) the gross offering proceeds received from such sale of the Shares, and

(iii) in the case of the Issuance Shares, the commission payable by the Company to such Manager with respect to such sale of Issuance

Shares.

(e)            At

each Time of Sale, Settlement Date and Representation Date (as defined below), the Company shall be deemed to have affirmed each representation

and warranty contained in this Agreement as if such representation and warranty were made as of such date (except to the extent that

such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct

as of such other date) but modified to incorporate the disclosures contained in the Registration Statement and the Prospectus, in each

case as amended or supplemented as of such date. Any obligation of each Manager, Forward Purchaser and Forward Seller to use commercially

reasonable efforts consistent with its normal trading and sales practices to sell the Shares on behalf of the Company in their respective

capacities shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance

by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5

of this Agreement.

(f)            Notwithstanding

any other provision of this Agreement, the Company, the Managers, the Forward Purchasers and the Forward Sellers agree that no sales

of Shares shall take place, the Company shall not request the sales of any Shares that would be sold and the Managers, the Forward Purchasers

and the Forward Sellers shall not be obligated to sell or offer to sell, (i) during any period in which the Company, in its sole

discretion, determines that its insider trading policy, as it exists on the date of this Agreement, would prohibit the purchase or sale

of Common Stock, or during any other period in which the Company is in possession of material non-public information or (ii) except

as provided in Section 2(g), at any time from and including the date (each, an “Announcement Date”) on which

the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of

operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that

the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that

includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

(g)            If

the Company wishes to offer Shares at any time during the period from and including an Announcement Date through and including the time

that is 24 hours after the corresponding Filing Time, then the Company shall (i) prepare and deliver to the Managers (with a copy

to its counsel) a Current Report on Form 8-K which shall include substantially the same financial and related information as was

set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’

quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Managers, the Forward

Purchasers and the Forward Sellers, and obtain the consent of the Managers, the Forward Purchasers and the Forward Sellers to the filing

thereof (such consent not to be unreasonably withheld), (ii) provide the Managers, the Forward Purchasers and the Forward Sellers

with the officer’s certificate, opinions/letters of the Company’s counsel, opinions/letters of the Managers’ counsel

and accountants’ letters called for by Sections 6(j), 6(k) and 6(n), respectively, (iii) upon request, afford the Managers,

the Forward Purchasers and the Forward Sellers the opportunity to conduct a reasonable due diligence review in accordance with Section 6(q) and

(iv) file such Earnings 8-K with the Commission, after which the provisions of clause (ii) of Section 2(f) shall

not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the

time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time

that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K under the

Exchange Act, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officer’s

certificate, opinions/letters of counsel and accountants’ letters pursuant to this Section 2(g) shall not relieve the

Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K,

as the case may be, including, without limitation, the obligation to deliver officer’s certificates, opinions/letters of counsel

and accountants’ letters as provided in Section 6 and (B) this Section 2(g) shall in no way affect or limit

the operation of the clause (i) of Section 2(f), which shall have independent application.

3. Fee.

(a) The compensation to each Manager and Forward Seller for sales of the Shares hereunder

shall be equal to up to 1% of the gross offering proceeds of the Shares sold by such Manager

and Forward Seller pursuant to this Agreement, which commission shall be as set forth in

the applicable Company order or Forward Placement Notice, as applicable.

(b)            Notwithstanding

the foregoing, in the event the Company engages a Manager, Forward Purchaser or Forward Seller for a sale of Shares in transaction that

would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act or a “block”

within the meaning of Rule 10b-18(a)(5) under the Exchange Act, the Company will provide the Managers, the Forward Purchasers

and the Forward Sellers, at their request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions

of counsel, accountants’ letters and officer’s certificates pursuant to Section 6 hereof, each dated the Settlement

Date, and such other documents and information as the Managers, the Forward Purchasers or the Forward Sellers shall reasonably request,

and the Company and the Managers, the Forward Purchasers and the Forward Sellers will agree to compensation that is customary for the

Managers, the Forward Purchasers and/or the Forward Sellers, as the case may be, with respect to such transaction.

4. Payment,

Delivery and Other Obligations. (a) Settlement for sales of the Issuance Shares

pursuant to this Agreement will occur on the first Trading Day (or such other day as is industry

practice for regular-way trading) following the date on which such sales are made (each such

day, an “Issuance Shares Settlement Date”). On each Issuance Shares Settlement

Date, the Issuance Shares sold through the relevant Manager for settlement on such date shall

be issued and delivered by the Company to such Manager against payment of the net proceeds

from the sale of such Issuance Shares. Settlement for all such Issuance Shares shall be effected

by free delivery of the Issuance Shares by the Company or its transfer agent to such Manager’s

or its designee’s account (provided that such Manager shall have given the Company

written notice of such designee prior to the Issuance Shares Settlement Date) at The Depository

Trust Company or by such other means of delivery as may be mutually agreed upon by the parties

hereto, which in all cases shall be freely tradable, transferable, registered shares in good

deliverable form, in return for payment in same day funds delivered to the account designated

by the Company.

(b)            Each

sale of Forward Hedge Shares will be settled as between the Forward Purchaser and the Forward Seller on each applicable Forward Hedge

Settlement Date following the relevant Forward Date. On or before each Forward Hedge Settlement Date, the Forward Purchaser will, or

will cause its transfer agent to, electronically transfer the Forward Hedge Shares being offered and sold by crediting the Forward Seller

or its designee’s account at the Depository Trust Company through its Deposit/Withdrawal At Custodian System, or by such other

means of delivery as may be mutually agreed upon by the Forward Purchaser and the Forward Seller and, upon receipt of such Forward Hedge

Shares, which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form, the Forward Seller shall

deliver to the Forward Purchaser the related portion of the Forward Hedge Price in same day funds delivered to an account designated

by the Forward Purchaser prior to the relevant Forward Hedge Settlement Date.

the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Issuance Shares on any Issuance Shares

Settlement Date, the Company shall(i) hold such Manager harmless against any loss, claim, damage or expense (including reasonable,

documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay

such Manager any commission, discount or other compensation to which it would otherwise be entitled absent such default.

5. Conditions

to the Managers’, Forward Purchasers’ and Forward Sellers’ Obligations.

The obligations of the Managers, the Forward Purchasers and the Forward Sellers are subject

to the following conditions:

(a)            Since

the later of (A) the date of this Agreement and (B) the immediately preceding Representation Date (as defined herein):

(i)            no

stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant

to Section 8A under the Securities Act against the Company or related to the offering shall be pending before or threatened by the

Commission;

(ii)            (x) no

downgrading shall have occurred in the rating accorded any debt securities of the Company by any “nationally recognized statistical

rating organization”, as such term is defined under Section 3(a)(62) of the Exchange Act, and (y) no such organization

shall have publicly announced that it has newly placed under surveillance or review its rating of any debt securities of the Company

(other than an announcement with positive implications of a possible upgrading); and

(iii)            no

event or condition of a type described in Section 1(A)(g) hereof shall exist, which event or condition is not described in

each of the General Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or

supplement thereto) the effect of which in the good faith and commercially reasonable judgment of any Manager, Forward Purchaser or Forward

Seller makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the terms and in the manner

contemplated by this Agreement, the General Disclosure Package and the Prospectus.

(b)            The

Managers, the Forward Purchasers and the Forward Sellers shall have received on each Representation Date a certificate, dated such date

and signed by an executive officer of the Company, to the effect set forth in Section 5(a)(i) and (ii) above and to the

effect that (i) the representations and warranties of the Company contained in this Agreement are true and correct in all material

respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and

warranties shall be true and correct in all respects) as of such date (except to the extent that such representations and warranties

speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the

Company shall have complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be

performed or satisfied hereunder on or before such date; (iii) the Prospectus Supplement, any Interim Prospectus Supplement and

each Permitted Free Writing Prospectus have been timely filed with the Commission under the Securities Act (in the case of a Permitted

Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act), and all requests for additional information

on the part of the Commission have been complied with or otherwise satisfied; (iv) as of such date and as of each Time of Sale,

if any, subsequent to the immediately preceding Representation Date, the Registration Statement did 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 therein not misleading;

provided, however, that no certification is made with respect to any statements or omissions made in reliance upon and

in conformity with any information furnished in writing by or on behalf of the Managers, the Forward Purchasers and the Forward Sellers

for use in the Registration Statement; and (v) as of such date and as of each Time of Sale, if any, subsequent to the immediately

preceding Representation Date, the General Disclosure Package did 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 therein, in the light of the circumstances under

which they were made, not misleading; provided, however, that no certification is made with respect to any statements or

omissions made in reliance upon and in conformity with any information furnished in writing by or on behalf of the Managers, the Forward

Purchasers and the Forward Sellers for use in the Registration Statement or the General Disclosure Package. The officer signing and delivering

such certificate may rely upon the best of his or her knowledge as to proceedings threatened, if any. The requirement to provide a certificate

under this Section 5(b) shall be waived on the date of this Agreement.

Managers, the Forward Purchasers and the Forward Sellers shall have received on each Representation Date, (i) a written opinion

letter of Monica Karuturi, Esq., Executive Vice President and General Counsel of the Company, dated such date, in form and substance

reasonably satisfactory to Managers, the Forward Purchasers and the Forward Sellers, to the effect as set forth on Exhibit D

hereto, and (ii) a written opinion and negative assurance letter of Baker Botts L.L.P., counsel for the Company dated such date,

in form and substance reasonably satisfactory to Managers, the Forward Purchasers and the Forward Sellers, to the effect as set forth

on Exhibit E hereto, but in each case, modified as necessary to relate to the Registration Statement, the Disclosure Package

and the Prospectus, as amended and supplemented to the time of delivery of such opinion. The requirement to provide a negative assurance

letter of Baker Botts L.L.P. under Section 5(c)(ii) shall be waived on the date of this Agreement.

(d)            The

Managers, the Forward Purchasers and the Forward Sellers shall have received on each Representation Date, an opinion and 10b-5 statement,

addressed to the Managers, the Forward Purchasers and the Forward Sellers, of Hunton Andrews Kurth LLP, counsel for the Managers, with

respect to such matters as the Managers may reasonably request, in form and substance reasonably satisfactory to the Managers, and such

counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. The

requirement to provide a negative assurance letter of Hunton Andrews Kurth LLP under Section 5(d) shall be waived on the date

of this Agreement.

The opinions of counsels

for the Company described in Section 5(c)(i) and (ii) above shall be rendered to the Managers, the Forward Purchasers

and the Forward Sellers at the request of the Company and shall so state therein.

(e)            On

each Representation Date, Deloitte & Touche LLP shall have furnished to the Managers, the Forward Purchasers and the Forward

Sellers, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Managers, the Forward

Purchasers and the Forward Sellers, in form and substance reasonably satisfactory to the Managers, the Forward Purchasers and the Forward

Sellers, containing statements and information of the type customarily included in accountants’ “comfort letters” to

underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each

of the Registration Statement, the General Disclosure Package and the Prospectus; provided that the letters delivered on each

such date shall use a “cut-off” date no more than three business days prior to the date of delivery of such letter (the first

such letter from Deloitte & Touche LLP, an “Initial Comfort Letter”) and updating the Initial Comfort Letter

with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary

to relate to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus, as amended

and supplemented to the date of such letter. The requirement to provide an Initial Comfort Letter of Deloitte & Touche LLP under

this Section 5(e) shall be waived on the date of this Agreement.

(f)            All

filings with the Commission required by Rule 424 under the Securities Act to have been filed by each Time of Sale or related Settlement

Date shall have been made within the applicable time period prescribed for such filing by Rule 424 (without reliance on Rule 424(b)(8)).

(g)            The

Shares shall have been approved for listing on the NYSE and the NYSE Texas, subject only to a notice of issuance, at or prior to the

applicable Settlement Date.

(h)            The

Common Stock shall be an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under

the Exchange Act by subsection (c)(1) of such rule.

6. Covenants

of the Company. The Company covenants with the Managers, the Forward Purchasers and the

Forward Sellers as follows:

(a)            Before

making any offer relating to the Shares that would constitute a free writing prospectus or filing any Permitted Free Writing Prospectus,

and before filing any amendment or supplement to the Registration Statement or the Prospectus (other than any report filed under the

Exchange Act or any prospectus supplement relating to the offering of securities other than Common Stock), whether before or after the

time that the Registration Statement becomes effective, to furnish to the Managers, the Forward Purchasers and the Forward Sellers and

their respective counsel a copy of the proposed Permitted Free Writing Prospectus, amendment or supplement for review, and will not make

any offer relating to the Shares that would constitute a free writing prospectus or file any such Permitted Free Writing Prospectus or

file any such proposed amendment or supplement to which any Manager, Forward Purchaser or Forward Seller may reasonably object. Any such

free writing prospectus consented to by the Managers, the Forward Purchasers and the Forward Sellers will be considered a Permitted Free

Writing Prospectus. The Company will file all reports and any definitive proxy or information statements required to be filed by the

Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act during the Delivery Period. The Company

will furnish copies of the Prospectus and each Permitted Free Writing Prospectus (to the extent not previously delivered) to the Managers,

the Forward Purchasers and the Forward Sellers in New York City prior to 10:00 A.M., New York City time, within three business days after

the date of this Agreement, or as promptly as practicable thereafter with respect to any Permitted Free Writing Prospectus first used

after the date of this Agreement, in such quantities as the Managers, the Forward Purchasers or the Forward Sellers may reasonably request.

(b)            For

the duration of the Delivery Period, to include in its Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K,

a summary detailing, for the relevant reporting period, (i) the number of Shares sold through the Managers, the Forward Purchasers

and the Forward Sellers pursuant to this Agreement, (ii) the net proceeds received by the Company from such sales and (iii) the

compensation paid by the Company to the Managers, the Forward Purchasers and the Forward Sellers with respect to such sales. In the alternative,

the Company may prepare a prospectus supplement (each, an “Interim Prospectus Supplement”) with such summary information

and, at least once per quarter for the duration of the Delivery Period and, subject to Section 6(a) above, file such Interim

Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and

Rules 430A, 430B or 430C under the Securities Act)).

file any Permitted Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and to provide copies of

the Prospectus and such Prospectus Supplement and each Permitted Free Writing Prospectus (to the extent not previously delivered or filed

on the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto) to the Managers,

the Forward Purchasers and the Forward Sellers via electronic mail in “.pdf” format on such filing date to an electronic

mail account designated by the Managers, the Forward Purchasers and the Forward Sellers in this Agreement and, at the reasonable request

of the Managers, the Forward Purchasers or the Forward Sellers, to also furnish copies of the Prospectus and such Prospectus Supplement

to the Exchange and each other exchange or market on which sales of the Shares were effected, in each case, as may be required by the

rules or regulations of the Exchange or such other exchange or market.

(d)            During

the Delivery Period, the Company will advise the Managers, the Forward Purchasers and the Forward Sellers promptly, and confirm such

advice in writing, (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when any

supplement to the Prospectus or any amendment to the Prospectus or any Permitted Free Writing Prospectus has been filed; (iii) of

any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the

receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional

information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement

or preventing or suspending the use of the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant

to Section 8A of the Securities Act; (v) of the occurrence of any event within the Delivery Period as a result of which the

Prospectus, the General Disclosure Package or any Permitted Free Writing Prospectus as then amended or supplemented would include any

untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the

statements therein, in the light of the circumstances existing when the Prospectus, the General Disclosure Package or any such Permitted

Free Writing Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice of objection

of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401 (g)(2) under

the Securities Act; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness

of the Registration Statement, preventing or suspending the use of the Prospectus or suspending any such qualification of the Securities

and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

(e)            If,

after the date hereof and during the Delivery Period, either (i) any event shall occur or condition shall exist as a result of which

any of the General Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to

state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,

not misleading or (ii) it is necessary to amend or supplement the General Disclosure Package to comply with law, prior to instructing

the Managers, the Forward Purchasers or the Forward Sellers to make sales of Shares pursuant to this Agreement, the Company will notify

the Managers, the Forward Purchasers and the Forward Sellers thereof and, if the Company shall decide to amend or supplement the General

Disclosure Package, prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to

the Managers, the Forward Purchasers and the Forward Sellers, such amendments or supplements to the General Disclosure Package (or any

document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in any of

the General Disclosure Package as so amended or supplemented (including such documents to be incorporated by reference therein) will

not, in the light of the circumstances under which they were made, be misleading or so that any of the General Disclosure Package will

comply with law.

(f)            The

Company will take such action as the Managers, the Forward Purchasers or the Forward Sellers may reasonably request in order to qualify

the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Managers, the Forward Purchasers or

the Forward Sellers shall reasonably request and will continue such qualifications in effect so long as required for distribution of

the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer

in securities in any jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service

of process in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g)            The

Company will make generally available to the holders of the Shares and the Managers, the Forward Purchasers and the Forward Sellers as

soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158

of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company

occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(h)            The

Company shall pay all expenses incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated

hereby are consummated or this Agreement is terminated, including without limitation such costs, expenses, fees and taxes in connection

with (i) the preparation and filing of the Registration Statement, the Basic Prospectus, the Prospectus, each Prospectus Supplement,

each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof

to the Managers, the Forward Purchasers and the Forward Sellers (including costs of mailing and shipment), (ii) the registration,

issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance

or delivery of the Shares, (iii) the producing, word processing and/or printing of this Agreement, any Powers of Attorney and any

closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the

Managers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws

and the determination of their eligibility for investment under state or foreign law (including the reasonable legal fees and filing

fees and other disbursements of U.S. or other foreign counsel for the Managers, the Forward Purchasers and the Forward Sellers) and the

printing and furnishing of copies of any blue sky surveys, (v) the listing of the Shares on the NYSE and the NYSE Texas and any

other securities exchange and any registration thereof under the Exchange Act, (vi) any filing with, and any review of the public

offering of the Shares by, FINRA, including the reasonable legal fees and other reasonable disbursements of counsel for the Managers

relating to FINRA matters, (vii) the reasonable fees and disbursements of the Company’s counsel and of the Company’s

accountants and (viii) the reasonable, documented fees and disbursements of a single firm as counsel to the Managers, the Forward

Purchasers and the Forward Sellers incurred in connection with the offering and the transactions contemplated by this Agreement; provided

that the amount of any such fees and disbursements of counsel to the Managers, the Forward Purchasers and the Forward Sellers, incurred

on or prior to the date of this Agreement, to be paid by the Company pursuant to this clause (viii) shall not exceed a maximum of

$250,000, and any such fees and disbursements incurred in excess of $250,000 will be payable pro rata by the Managers, the Forward Purchasers

and the Forward Sellers. Except as set forth in this Section 6 and Section 8, the Managers, the Forward Purchasers and the

Forward Sellers will pay all of their other out-of-pocket costs and expenses incurred in connection with entering into the Transaction

Documents and the transactions contemplated thereby, including, without limitation, (x) any advertising expenses connected with

any offers such Manager, Forward Purchaser or Forward Seller may make, and (y) any travel and similar expenses, whether or not the

transactions contemplated thereby are consummated or any such Transaction Document is terminated.

(i)            To

use its commercially reasonable efforts to cause the Shares to be listed for trading on the NYSE and the NYSE Texas and to maintain such

listing.

(j)            Upon

commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this

Agreement following the termination of a suspension of sales hereunder), and each time that (i) the Registration Statement or the

Prospectus is amended or supplemented (other than a prospectus supplement relating solely to the offering of Shelf Securities other than

the Shares) or (ii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than a

Current Report on Form 8-K, or definitive proxy statement) (such commencement date (and any such recommencement date, if applicable)

and each such date referred to in (i) and (ii) above, a “Representation Date”), to furnish or cause to be

furnished to the Managers, the Forward Purchasers and the Forward Sellers forthwith a certificate dated and delivered as of such date,

in form reasonably satisfactory to the Managers, the Forward Purchasers and the Forward Sellers, to the effect that the statements contained

in the certificate referred to in Section 5(b) of this Agreement are true and correct at the time of such commencement, recommencement,

amendment, supplement or filing, as the case may be, as though made at and as of such time modified as necessary to relate to the Registration

Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate.

(k)            On

each Representation Date, to cause to be furnished to the Managers, the Forward Purchasers and the Forward Sellers, dated as of such

date, in form and substance reasonably satisfactory to the Managers, the Forward Purchasers and the Forward Sellers, (i) the written

opinion of Monica Karuturi, Esq., Executive Vice President and General Counsel of the Company and (ii) the written opinion

and negative assurance letter of Baker Botts L.L.P., outside counsel for the Company, each as described in Section 5(c)(i) and

(ii), respectively, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the

time of delivery of such opinions.

(l)            If

the Company has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange

Act are not satisfied with respect to the Company or the Common Stock, it shall promptly notify the Managers, the Forward Purchasers

and the Forward Sellers and sales of the Shares under this Agreement shall be suspended until that or other exemptive provisions have

been satisfied in the commercially reasonable judgment of each party.

(m)            The

Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company pursuant to this Agreement

shall be effected only by or through one Manager, Forward Purchaser or Forward Seller on any Trading Day.

With respect to Sections

6(k) and 5(d) above, in lieu of delivering such an opinion and negative assurance letter for dates subsequent to the commencement

of the offering of the Shares under this Agreement such counsel may furnish the Managers, the Forward Purchasers and the Forward Sellers

with a letter (a “Reliance Letter”) to the effect that the Managers, the Forward Purchasers and the Forward Sellers

may rely on a prior opinion and negative assurance letter delivered under Section 6(k) or Section 5(d), as the case may

be, to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate

to the Registration Statement and the Prospectus as amended or supplemented as of such subsequent date).

(n)            Upon

commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this

Agreement following the termination of a suspension of sales hereunder) and each time that (i) the Registration Statement or the

Prospectus is amended or supplemented to include additional financial information, (ii) the Company files an Annual Report on Form 10-K

or Quarterly Report on Form 10-Q, (iii) the Company files an Earnings 8-K, (iv) there is filed with the Commission any

document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q) incorporated by reference into the Prospectus

which contains additional or amended financial information or (v) on such other dates as may be reasonably requested by the Managers,

the Forward Purchasers or the Forward Sellers, Deloitte & Touche LLP, or other independent accountants satisfactory to the Managers,

the Forward Purchasers and the Forward Sellers, shall deliver to the Managers, the Forward Purchasers and the Forward Sellers the comfort

letter described in Section 5(e), as applicable.

(o)            The

obligations of any party contained in Sections 6(j), 6(k) and 6(n) may be satisfied by delivery on an alternative date, which

certificates, opinions, and letters may be dated as of such alternative date; provided that such alternative date is mutually

agreed upon by the Company and the Managers, the Forward Purchasers and the Forward Sellers, if applicable.

(p)            The

obligation to deliver or cause to be delivered the documents referred to in Sections 6(j), 6(k) and 6(n) shall be waived for

any Representation Date occurring at a time at which no instruction by the Company to any Manager to sell Shares under this Agreement

is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers an instruction to any Manager to

sell Shares pursuant to Section 2(a) hereof (which for such period shall be considered a Representation Date) and the next

occurring Representation Date for which no such waiver is made; provided, however, that the Company may elect, in its sole

discretion, to deliver or cause to be delivered the documents referred to in Sections 6(j), 6(k) and 6(n) and thereby satisfy

its obligations hereunder, notwithstanding the fact that no instruction by the Company to the Managers to sell Shares under this Agreement

is in effect. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when

the Company relied on such waiver and did not deliver or cause to be delivered the documents referred to in Sections 6(j), 6(k) and

6(n), then before the Company delivers an instruction pursuant to Section 2(a) or any Manager sells any Shares, the Company

shall deliver or cause to be delivered documents of the same tenor as those referred to in Sections 5(b), 5(c), 5(d) and 5(e) of

this Agreement.

(q)            To

comply with the Due Diligence Protocol attached hereto on Schedule II and any other due diligence review or call reasonably requested

by any Manager, Forward Purchaser and Forward Seller; provided, that the obligation of the Company to hold a due diligence review

or call shall be waived with respect to any report that is filed at a time at which no instruction by the Company to any Manager to sell

Shares under this Agreement is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers an

instruction to any Manager to sell Shares pursuant to Section 2(a) hereof and the next occurring date that the Company files

an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q for which no such waiver is made; provided, however,

that the Company may elect, in its sole discretion, to hold or schedule a due diligence review or call and thereby satisfy its obligations

under the Due Diligence Protocol, notwithstanding the fact that no instruction by the Company to the Managers to sell Shares under this

Agreement is in effect. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following the date when the

Company relied on such waiver and did not hold a due diligence review or call pursuant to the Due Diligence Protocol, then before the

Company delivers an instruction pursuant to Section 2(a) or any Manager sells any Shares, the Company shall hold a due diligence

review or call to satisfy its obligations under the Due Diligence Protocol.

(r)            To

reserve and keep available at all times, free of preemptive rights, shares of the Company’s Common Stock for the purpose of enabling

the Company to satisfy its obligations hereunder.

(s)            That

it consents to the Managers, the Forward Purchasers and the Forward Sellers trading in the Common Stock for each Manager’s, each

Forward Purchaser’s and each Forward Seller’s own accounts, respectively, and for the account of their respective clients

at the same time as sales of the Shares occur pursuant to this Agreement.

(t)            That

each acceptance by the Company of an offer to purchase the Shares hereunder shall be deemed to be an affirmation to the Managers, the

Forward Purchasers and the Forward Sellers that the representations and warranties of the Company contained in or made pursuant to this

Agreement are true and correct as of the date of such acceptance as though made at and as of such date, and an undertaking that such

representations and warranties will be true and correct as of the Time of Sale and the Settlement Date for the Shares relating to such

acceptance as though made at and as of each of such dates (except (i) that such representations and warranties shall be deemed to

relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Shares and (ii) to the extent

that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and

correct as of such other date).

(u)            At

any time that sales of the Shares have been made but not settled, or the Company has outstanding with the Manager any instructions to

sell the Shares but such instructions have not been fulfilled or cancelled, not to, or publicly disclose an intention to, sell, offer

to sell, contract or agree to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of or agree to dispose of, directly

or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants

or other rights to purchase Common Stock or permit the registration under the Securities Act of any shares of Common Stock, except for

(i) the registration of the Shares and any sales through the Managers, the Forward Purchasers and the Forward Sellers pursuant to

this Agreement or any Forward Contract, (ii) any shares of Common Stock issued or delivered by the Company upon the exercise, vesting

or conversion of any securities (including incentive plan awards, options and warrants) outstanding on the date hereof and referred to

in the Prospectus, (iii) any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock issued

or delivered pursuant to any employee benefit plan, long-term incentive plan, equity compensation plan or stock compensation plan of

the Company in effect on the date hereof, or the filing of a registration statement with the Commission relating to (A) the offer

or sale of any shares of Common Stock issued or reserved for issuance under such plans or similar plans in the future, (iv) any

shares of Common Stock issued, delivered or sold pursuant to any non-employee director stock plan, dividend reinvestment plan (including

the CenterPoint Energy, Inc. Investor’s Choice Plan) or stock purchase plan of the Company, and the filing of a registration

statement with the Commission relating to the offer or sale of any shares of Common Stock issued or reserved for issuance under such

plans, (v) any shares of Common Stock the Company may issue upon the settlement of dividend equivalent rights outstanding on the

date hereof and referred to in the Prospectus, (vi) any shares of Common Stock upon settlement or termination of any Forward Contract

during the Delivery Period, (vii) any shares of Common Stock upon settlement or termination of any forward contract entered into

in connection with the underwriting agreement dated May 27, 2025 by and among the Company, BofA Securities, Inc., Mizuho Securities

USA LLC and J.P. Morgan Securities LLC, as representatives of the underwriters named in Schedule II thereto, Bank of America, N.A., Mizuho

Markets Americas LLC and JPMorgan Chase Bank, National Association, in their capacity as forward purchasers, and BofA Securities, Inc.,

Mizuho Securities USA LLC and J.P. Morgan Securities LLC, in their capacity as forward sellers, (viii) the filing of a “universal”

shelf registration statement with the Commission with respect to the Company’s securities for the purpose of replacing the Company’s

then-existing “universal” shelf registration statement or (ix) the establishment of a trading plan pursuant to Rule 10b5-1

under the Exchange Act for the repurchase of shares of Common Stock, provided that such plan does not provide for the repurchase of Common

Stock during the Delivery Period, without (A) giving the Managers, the Forward Purchasers and the Forward Sellers at least three

business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (B) the

Managers, the Forward Purchasers and the Forward Sellers suspending activity under this program for such period of time as requested

by the Company.

(v)            Not

to, under any circumstances, (i) cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares,

the aggregate gross sales price of the Shares sold pursuant to this Agreement would exceed the lesser of (A) $1,000,000,000, (B) the

amount available for offer and sale under the currently effective Registration Statement, or (C) the amount authorized from time

to time to be issued and sold under this Agreement by the Board of Directors of the Company or a duly authorized committee thereof or

(ii) cause or request the offer or sale of any Shares pursuant to this Agreement at a price lower than the minimum price authorized

from time to time by the Board of Directors of the Company and notified to a Manager or a Forward Seller, as applicable, in writing.

7. Covenants

of the Managers, the Forward Purchasers and the Forward Sellers. Each Manager, Forward

Purchaser and Forward Seller covenants with the Company not to take any action that would

result in the Company being required to file with the Commission under Rule 433(d) a

free writing prospectus prepared by or on behalf of any Manager, Forward Purchaser or Forward

Seller that otherwise would not be required to be filed by the Company thereunder, but for

the action of such Manager, Forward Purchaser or Forward Seller.

8. Indemnity

and Contribution.

(a)            Indemnification

of the Managers, Forward Purchasers and Forward Sellers. The Company agrees to indemnify and hold harmless each Manager, Forward

Purchaser and Forward Seller, and each of their respective affiliates (within the meaning of Rule 405 under the Securities Act),

directors and officers and each person, if any, who controls such Manager, Forward Purchaser or Forward Seller within the meaning of

either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages,

liabilities or expenses (including the reasonable cost of investigating and defending against any claims therefor and fees of a single

counsel for the Managers, the Forward Sellers and the Forward Purchasers incurred in connection therewith as such expenses are incurred),

joint or several, which may be based upon either the Securities Act, or the Exchange Act, or any other statute or at common law, on the

ground or alleged ground that the Registration Statement, the Prospectus, the Prospectus Supplement (including any Interim Prospectus

Supplement), the General Disclosure Package, any free writing prospectus that the Company has filed, or is required to file, pursuant

to Rule 433(d) under the Securities Act, or any amendment or supplement thereto, includes or allegedly includes an untrue statement

of material fact or omits or allegedly omits to state a material fact required to be stated therein or necessary in order to make the

statements therein not misleading, unless such statement or omission was made in reliance upon, and in conformity with, written information

furnished to the Company by or on behalf of any of the Managers, the Forward Purchasers or the Forward Sellers specifically for use in

the preparation thereof, it being understood and agreed that the only such information consists of the information described as such

in subsection (b) below; provided that in no case is the Company to be liable with respect to any claims made against any

Manager, Forward Purchaser or Forward Seller, or any such affiliate, director, officer or controlling person unless such Manager, Forward

Purchaser or Forward Seller or such affiliate, director, officer or controlling person shall have notified the Company in writing within

a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served

upon such Manager, Forward Purchaser or Forward Seller or such affiliate, director, officer or controlling person, but failure to notify

the Company of any such claim (i) shall not relieve the Company from liability under this paragraph unless and to the extent the

Company did not otherwise learn of such claim and such failure results in the forfeiture by the Company of substantial rights and defenses

and (ii) shall not relieve the Company from any liability which it may have to such Manager, Forward Purchaser or Forward Seller

or such affiliate, director, officer or controlling person otherwise than on account of the indemnity agreement contained in this paragraph.

The Company will

be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce

any such liability, but, if the Company elects to assume the defense, such defense shall be conducted by counsel chosen by it; provided,

however, that such counsel shall be reasonably satisfactory to the Managers, the Forward Purchasers and the Forward Sellers. In the event

that the Company elects to assume the defense of any such suit and retains such counsel, the Manager or Managers, the Forward Purchaser

or Forward Purchasers or the Forward Seller or Forward Sellers or affiliate or affiliates, director or directors, officer or officers,

controlling person or persons, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses

of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) the parties

to such suit include the Manager or Managers, the Forward Purchaser or Forward Purchasers or the Forward Seller or Forward Sellers or

affiliate or affiliates, director or directors, officer or officers or controlling person or persons and the Manager or Managers, the

Forward Purchaser or Forward Purchasers or the Forward Seller or Forward Sellers or affiliate or affiliates, director or directors, officer

or officers or controlling person or persons and the Company have been advised by such counsel that one or more legal defenses may be

available to it or them which may not be available to the Company, in which case the Company shall not be entitled to assume the defense

of such suit on behalf of such Manager or Managers, Forward Purchaser or Forward Purchasers or Forward Seller or Forward Sellers or affiliate

or affiliates, director or directors, officer or officers or controlling person or persons, notwithstanding the Company’s obligation

to bear the reasonable fees and expenses of such counsel, it being understood, however, that the Company shall not, in connection with

any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising

out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of

attorneys (and not more than one local counsel) at any time for all such Manager or Managers, Forward Purchaser or Forward Purchasers

or Forward Seller or Forward Sellers or affiliate or affiliates, director or directors, officer or officers or controlling person or

persons, which firm shall be designated in writing by the such Managers, Forward Purchasers and Forward Sellers. The Company shall not

be liable to indemnify any person for any settlement of any such claim effected without the Company’s prior written consent, which

consent shall not be unreasonably withheld. The Company shall not, without the prior written consent of the Manager or Managers, the

Forward Purchaser or Forward Purchasers or the Forward Seller or Forward Sellers or affiliate or affiliates, director or directors, officer

or officers or controlling person or persons, effect any settlement, compromise or consent to the entry of judgment in any pending or

threatened action, suit or proceeding in respect of which any Manager, Forward Purchase, Forward Seller or affiliate, director, officer

or controlling person is or could have been a party and indemnity was or could have been sought hereunder by such Manager, Forward Purchaser,

Forward Seller or affiliate, director, officer or controlling person, unless such settlement, compromise or consent (x) includes

an unconditional release of such Manager, Forward Purchaser, Forward Seller or affiliate, director, officer or controlling person from

all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to

or an admission of fault, culpability or a failure to act by or on behalf of any Manager, Forward Purchase, Forward Seller or affiliate,

director, officer or controlling person. This indemnity agreement will be in addition to any liability which the Company might otherwise

have.

(b)            Indemnification

of the Company. Each Manager, Forward Purchaser, and Forward Seller agrees, severally and not jointly, to indemnify and hold harmless

the Company, each of the Company’s directors, each of the Company’s officers who have signed the Registration Statement,

and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20

of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Managers, the Forward Purchasers and the Forward

Sellers, but only insofar as any such statement or omission was made in reliance upon, and in conformity with, written information furnished

to the Company by any Manager, Forward Purchaser or Forward Seller specifically for use in the preparation of the Registration Statement,

the Prospectus, the Prospectus Supplement (including any Interim Prospectus Supplement), the General Disclosure Package, any free writing

prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or any amendment

or supplement thereto, it being understood and agreed that the only such information furnished by any Manager, Forward Purchaser or Forward

Seller in the Prospectus consists of the following: the Managers’, the Forward Purchasers’ or the Forward Sellers’

names, and the third sentence of the second paragraph under the heading “Plan of Distribution (Conflicts of Interest)” in

the Prospectus Supplement; provided that in no case is such Manager, Forward Purchaser or Forward Seller to be liable with respect

to any claims made against the Company or any such director, officer or controlling person unless the Company or any such director, officer

or controlling person shall have notified such Manager, Forward Purchaser or Forward Seller in writing within a reasonable time after

the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company or any

such director, officer or controlling person, but failure to notify such Manager, Forward Purchaser or Forward Seller of any such claim

(i) shall not relieve such Manager, Forward Purchaser or Forward Seller from liability under this paragraph unless and to the extent

such Manager, Forward Purchaser or Forward Seller did not otherwise learn of such action and such failure results in the forfeiture by

such Manager, Forward Purchasers or Forward Seller of substantial rights and defenses and (ii) shall not relieve such Manager, Forward

Purchaser or Forward Seller from any liability which it may have to the Company or any such director, officer or controlling person otherwise

than on account of the indemnity agreement contained in this paragraph. Such Manager, Forward Purchaser or Forward Seller will be entitled

to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such

liability, but, if such Manager, Forward Purchaser or Forward Seller elects to assume the defense, such defense shall be conducted by

counsel chosen by it; provided, however, that such counsel shall be reasonably satisfactory to the Company. In the event

that such Manager, Forward Purchaser or Forward Seller elects to assume the defense of any such suit and retain such counsel, the Company

or such director, officer or controlling person, defendant or defendants in the suit, may retain additional counsel but shall bear the

fees and expenses of such counsel unless (i) such Manager, Forward Purchaser or Forward Seller shall have specifically authorized

the retaining of such counsel or (ii) the parties to such suit include the Company or any such director, officer or controlling

person and such Manager, Forward Purchaser or Forward Seller and the Company or such director, officer or controlling person have been

advised by such counsel that one or more legal defenses may be available to it or them which may not be available to such Manager, Forward

Purchaser or Forward Seller, in which case such Manager, Forward Purchaser or Forward Seller shall not be entitled to assume the defense

of such suit on behalf of the Company or such director, officer or controlling person, notwithstanding its obligation to bear the reasonable

fees and expenses of such counsel, it being understood, however, that such Manager, Forward Purchaser or Forward Seller shall not, in

connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction

arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate

firm of attorneys (and not more than one local counsel) at any time for all of the Company and any such director, officer or controlling

person, which firm shall be designated in writing by the Company. Such Manager, Forward Purchaser or Forward Seller Purchaser shall not

be liable to indemnify any person for any settlement of any such claim effected without such Manager’s, Forward Purchaser’s

or Forward Seller’s prior written consent which consent shall not be unreasonably withheld. No Manager, Forward Purchaser or Forward

Seller shall, without the prior written consent of the Company or any such director, officer or controlling person, effect any settlement,

compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which the Company

or any such director, officer or controlling person is or could have been a party and indemnity was or could have been sought hereunder

by the Company or director, officer or controlling person, unless such settlement, compromise or consent (x) includes an unconditional

release of the Company or director, officer or controlling person from all liability on claims that are the subject matter of such action,

suit or proceeding and (y) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf

of the Company or any such director, officer or controlling person. This indemnity agreement will be in addition to any liability which

such Manager, Forward Purchaser or Forward Seller might otherwise have.

(d)            Contribution.

To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient

in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu

of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received

by each of the Company, the Managers, the Forward Purchasers and the Forward Sellers from the offering of the Shares or (ii) if

the allocation provided by Section 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to

reflect not only the relative benefits referred to in Section 8(d)(i) above but also the relative fault of the Company on the

one hand and the Managers, the Forward Purchasers and the Forward Sellers, on the other in connection with the statements or omissions

that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits

received by the Company, the Managers, the Forward Purchasers and the Forward Sellers shall be equal to (a) in the case of the Company,

the sum of (x) the Actual Sold Forward Amount for each Forward under this Agreement, multiplied by the Volume-Weighted Hedge

Price for such Forward, and (y) the total net proceeds from the offering of the Issuance Shares sold by the Managers under this

Agreement (before deducting expenses) received by the Company, (b) in the case of a Manager, the total commissions received from

the sale of Issuance Shares under this Agreement, (c) in the case of a Forward Seller, the Actual Sold Forward Amount for each Forward

under this Agreement, multiplied by the Volume-Weighted Hedge Price for such Forward, multiplied by the Forward Hedge Selling

Commission for such Forward, and (d) in the case of a Forward Purchaser, the net Spread (as such term is defined in the relevant

Forward Contract and net of any related stock borrow costs or other costs or expenses actually incurred) multiplied by the Forward

Hedge Amount for each Forward Contract executed in connection with this Agreement. The relative fault of each of the Company, the Managers,

the Forward Purchasers and the Forward Sellers shall be determined by reference to, among other things, whether the untrue or alleged

untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by each

such party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement

or omission.

(e)            Limitation

on Liability. The Company and the Managers, the Forward Purchasers and the Forward Sellers agree that it would not be just or equitable

if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Managers, the Forward Purchasers

and the Forward Sellers were treated as one entity for such purpose) or by any other method of allocation that does not take account

of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the

losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations

set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending

any such action or claim. Notwithstanding the provisions of this Section 8, by reason of such untrue or alleged untrue statement

or omission or alleged omission, (i) no Manager shall be required to contribute any amount in excess of the amount by which the

total price at which the Issuance Shares sold by it were offered to the public exceeds the amount of any damages that such Manager has

otherwise been required to pay, (ii) no Forward Seller shall be required to contribute any amount in excess of the aggregate Forward

Hedge Selling Commissions received by it under this Agreement and (iii) no Forward Purchaser shall be required to contribute any

amount in excess of the net Spread (as such term is defined in the relevant Forward Contract and net of any related stock borrow costs

or other costs or expenses actually incurred) multiplied by the Forward Hedge Amount for all Forward Contracts executed in connection

with this Agreement. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f)            Non-Exclusive

Remedies. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may

otherwise be available to any indemnified party at law or in equity.

(g)            Survival.

The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements

of the Company, the Managers, the Forward Purchasers and the Forward Sellers contained in this Agreement shall remain operative and in

full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any

Manager, Forward Purchaser, or Forward Seller, any person controlling any Manager, Forward Purchaser, or Forward Seller or any affiliate

of any Manager, Forward Purchaser, or Forward Seller or by or on behalf of the Company, its officers or directors or any person controlling

the Company and (iii) acceptance of and payment for any of the Shares.

9. Effectiveness.

This Agreement shall become effective upon the execution and delivery hereof by the parties

hereto.

10. Termination.

(a) The Company shall have the right, by giving written notice as hereinafter specified,

to terminate this Agreement in its sole discretion at any time. Any such termination shall

be without liability of any party to any other party, except that (i) with respect to

any pending sale through any Manager or Forward Seller for the Company, the obligations of

the Company, including, but not limited to, its obligations under Section 4 above, shall

remain in full force and effect notwithstanding such termination; and (ii) the provisions

of Section 1 and Section 8 of this Agreement shall remain in full force and effect

notwithstanding such termination.

(b)            The

Managers, the Forward Purchasers and the Forward Sellers shall have the right, by giving written notice as hereinafter specified, to

terminate this Agreement in its sole discretion at any time. Any such termination pursuant to this Section 10 shall be without liability

of any party to any other party except that (i) with respect to any pending sale through a Manager or a Forward Seller for the Company,

the obligations of the Company, including, but not limited to, its obligations under Section 4 above, shall remain in full force

and effect notwithstanding such termination; and (ii) the provisions of Section 1 and Section 8 of this Agreement shall

remain in full force and effect notwithstanding such termination.

Agreement shall remain in full force and effect until and unless terminated pursuant to Section 10(a) or (b) above or

otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to Section 10(a) or

(b) above shall in all cases be deemed to provide that Section 1 and Section 8 of this Agreement shall remain in full

force and effect.

(d)            Any

termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination

shall not be effective until the close of business on the date of receipt of such notice by the Managers, the Forward Purchasers, and

the Forward Sellers or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of

Shares, such sale shall settle in accordance with the provisions of Section 4.

(e)            Unless

earlier terminated pursuant to this Section 10, this Agreement shall automatically terminate upon the earlier of (i) the issuance

and sale of all of the Shares through the Managers, the Forward Purchasers and the Forward Sellers on the terms and subject to the conditions

set forth herein with an aggregate gross sale price equal to $1,000,000,000 or (ii) the date that is the third anniversary of the

initial effective date of the Registration Statement.

11. Entire

Agreement. (a) This Agreement represents the entire agreement between the Company

and the Managers, the Forward Purchasers and the Forward Sellers with respect to the preparation

of any Registration Statement, Prospectus Supplement or the Prospectus, the conduct of the

offering and the sale and distribution of the Shares.

(b)            The

Company acknowledges that in connection with the offering of the Shares: (i) the Managers, the Forward Purchasers and the Forward

Sellers have acted and will act at arm’s length and owes no fiduciary duties to the Company or any other person, (ii) the

Managers, the Forward Purchasers and the Forward Sellers owe the Company only those duties and obligations set forth in this Agreement,

any contemporaneous written agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the

Managers, the Forward Purchasers and the Forward Sellers may have interests that differ from those of the Company. The Company waives

to the full extent permitted by applicable law any claims it may have against the Managers, the Forward Purchasers and the Forward Sellers

arising from an alleged breach of fiduciary duty in connection with the sale and distribution of the Shares.

12. Counterparts.

This Agreement may be signed in counterparts (which may include counterparts delivered by

any standard form of telecommunication), each of which shall be an original and all of which

together shall constitute one and the same instrument. The words “execution,”

“executed,” “signed,” signature,” and words of like import

in this Agreement or in any other certificate, agreement or document related to this Agreement

shall include images of manually executed signatures transmitted by facsimile, email or other

electronic format (including, without limitation, “pdf,” “tif” or

“jpg”) and other electronic signatures (including, without limitation, DocuSign

and AdobeSign). The use of electronic signatures and electronic records (including, without

limitation, any contract or other record created, generated, sent, communicated, received,

or stored by electronic means) shall be of the same legal effect, validity and enforceability

as a manually executed signature or use of a paper-based record-keeping system to the fullest

extent permitted by applicable law, including the Federal Electronic Signatures in Global

and National Commerce Act, the New York State Electronic Signatures and Records Act and any

other applicable law, including, without limitation, any state law based on the Uniform Electronic

Transactions Act or the Uniform Commercial Code.

13. Governing

Law. This Agreement and any claim, controversy or dispute arising under or related to

this Agreement shall be governed by and construed in accordance with the laws of the State

of New York.

14. Headings.

The headings herein are included for convenience of reference only and are not intended to

be part of, or to affect the meaning or interpretation of, this Agreement.

15. Recognition

of the U.S. Special Resolution Regimes. (a) In the event that a Manager, a Forward

Purchaser, or a Forward Seller that is a Covered Entity becomes subject to a proceeding under

a U.S. Special Resolution Regime, the transfer from such party that is a Covered Entity of

this Agreement, and any interest and obligation in or under this Agreement, will be effective

to the same extent as the transfer would be effective under the U.S. Special Resolution Regime

if this Agreement, and any such interest and obligation, were governed by the laws of the

United States or a state of the United States.

(b)            In

the event that a Manager, a Forward Purchaser, or a Forward Seller is a Covered Entity or a BHC Act Affiliate of the Manager, the Forward

Purchaser, or the Forward Seller that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, any

Default Rights under this Agreement that may be exercised against such party that is a Covered Entity are permitted to be exercised to

no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed

by the laws of the United States or a state of the United States.

For purposes of this Section 15

a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in

accordance with, 12 U.S.C. § 1841(k) or 1813(w), as applicable. “Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a

“covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a

“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default

Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,

47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance

Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act

and the regulations promulgated thereunder.

16. Notices.

All communications hereunder shall be in writing and effective only upon receipt. Notices

to the Managers shall be given to Barclays Capital Inc., 745 Seventh Avenue, New York, New

York 10019, fax no. (646) 834-8133, Attention of Syndicate Registration; to BMO Capital Markets

Corp., 151 W 42nd Street, 32nd Floor, New York, New York 10036, Attention: Brian Riley, Telephone:

(212) 605-1414, Facsimile: (212) 885-4165; to BNP Paribas Securities Corp., 787 Seventh Avenue,

New York, New York 10019, Attention: Robert McDonald, Email: dl.nyk.ste@us.bnpparibas.com;

to BofA Securities, Inc., One Bryant Park, New York, NY 10036, Email: dg.atm_execution@bofa.com,

Attention: ATM Execution; to BTIG, LLC, 65 East 55th Street, New York, New York 10022, Attention:

Equity Capital Markets, Email: BTIGUSATMTrading@btig.com, ctaylor@btig.com, with a copy to BTIG, LLC, 350 Bush

Street, 9th Floor, San Francisco, California 94104, Attention: General Counsel and Chief

Compliance Officer, Emails: BTIGcompliance@btig.com and IBLegal@btig.com; to Citigroup Global

Markets Inc., 388 Greenwich Street, New York, New York 10013 Attention: General Counsel,

facsimile number 1-646-291-1469, with a copy to matthew.t.morris@citi.com;

to Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention:

Michael Voris, Ryan Cunn, Equity Capital Markets, Telephone: (212) 902-4895, Facsimile: (212)

291-5027, Email: michael.voris@gs.com; ryan.cunn@gs.com, gs-reecm@ny.email.gs.com, Eqderivs-notifications@am.ibd.gs.com;

to J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Facsimile: (212)

622-8783, Attention: Sanjeet Dewal; to Mizuho Securities USA LLC, 1271 Avenue of the Americas,

New York, New York 10020, Facsimile: (212) 205-8400, Attention of Equity Capital Markets

Desk, Email: US-ECM@mizuhogroup.com; to Morgan Stanley & Co. LLC, 1585 Broadway,

6th Floor, New York, New York 10036, Attention: Joel Carter with a copy to the Legal Department,

Email: Joannah.caneda@morganstanley.com, Eric.D.Wang@morganstanley.com; to MUFG Securities

Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York, New York 10020, Attention:

Jason Stanger, Telephone: (212) 405-7456, Email: Jason.Stanger@mufgsecurities.com; to RBC

Capital Markets, LLC, Brookfield Place, 200 Vesey Street, New York, New York 10281, Email:

tj.opladen@rbccm.com, Attention: ECM; to Scotia Capital (USA) Inc., 250 Vesey Street, 24th

Floor, New York, New York 10281, Attention: Equity Capital Markets with copies to Chief Legal

Officer, U.S., Facsimile: (212) 225-6563, Email: us.ecm@scotiabank.com; us.legal@scotiabank.com;

to TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, Attention: Equity

Capital Markets, Email: TDS_ATM@tdsecurities.com with a copy to CIBLegal@tdsecurities.com;

to Truist Securities, Inc., 50 Hudson Yards, 70th Floor, New York, New York 10001, Attention:

Equity Capital Markets, Email: dl.atm.offering@truist.com; and to Wells Fargo Securities,

LLC, 500 West 33rd Street, New York, New York 10001, Attention: Special Equities Group, Email:

WellsFargoSpecialEquitiesTrading@wellsfargo.com. Notices to the Forward Sellers shall be

given to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, fax no. (646)

834-8133, Attention of Syndicate Registration; to BMO Capital Markets Corp., 151 W 42nd Street,

32nd Floor, New York, New York 10036, Attention: Brian Riley, Telephone: (212) 605-1414,

Facsimile: (212) 885-4165; to BNP Paribas Securities Corp., 787 Seventh Avenue, New York,

New York 10019, Attention: Robert McDonald, Email: dl.nyk.ste@us.bnpparibas.com; to BofA

Securities, Inc., One Bryant Park, New York, NY 10036, Email: dg.atm_execution@bofa.com,

Attention: ATM Execution; Nomura Securities International, Inc., 309 West 49th Street,

New York, New York 10019, Attention: Structured Equity Solutions, Email: atmexecution@nomura.com

and to BTIG, LLC, as agent of Nomura Securities International, Inc., at the notice addresses

for BTIG, LLC provided above; to Citigroup Global Markets Inc., 388 Greenwich Street, New

York, New York 10013 Attention: General Counsel, facsimile number 1-646-291-1469, with a

copy to matthew.t.morris@citi.com; to Goldman Sachs &

Co. LLC, 200 West Street, New York, New York 10282, Attention: Michael Voris, Ryan Cunn,

Equity Capital Markets, Telephone: (212) 902-4895, Facsimile: (212) 291-5027, Email: michael.voris@gs.com;

ryan.cunn@gs.com, gs-reecm@ny.email.gs.com, Eqderivs-notifications@am.ibd.gs.com; to J.P.

Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Facsimile: (212) 622-8783,

Attention: Sanjeet Dewal; to Mizuho Securities USA LLC, 1271 Avenue of the Americas, New

York, New York 10020, Facsimile: (212) 205-8400, with a copy to: Legal Department, Email:

Julie.grossman@mizuhogroup.com; to Morgan Stanley & Co. LLC, 1585 Broadway, 6th Floor,

New York, New York 10036, Attention: Joel Carter with a copy to the Legal Department, Email:

Joannah.caneda@morganstanley.com, Eric.D.Wang@morganstanley.com; to MUFG Securities Americas

Inc., 1221 Avenue of the Americas, 6th Floor New York, New York 10020, Attention: Jason Stanger,

Telephone: (212) 405-7456, Email: Jason.Stanger@mufgsecurities.com; to RBC Capital Markets,

LLC, Brookfield Place, 200 Vesey Street, New York, New York 10281, Email: tj.opladen@rbccm.com,

Attention: ECM; to Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, New

York 10281, Attention: Equity Capital Markets with copies to Chief Legal Officer, U.S., Facsimile:

(212) 225-6563, Email: us.ecm@scotiabank.com; us.legal@scotiabank.com; to TD Securities (USA)

LLC, 1 Vanderbilt Avenue, New York, New York 10017, Attention: Equity Capital Markets, Email:

TDS_ATM@tdsecurities.com with a copy to CIBLegal@tdsecurities.com; to Truist Securities, Inc.,

50 Hudson Yards, 70th Floor, New York, New York 10001, Attention: Equity Capital Markets,

Email: dl.atm.offering@truist.com; and to Wells Fargo Securities, LLC, 500 West 33rd Street,

New York, New York 10001, Attention: Special Equities Group, Email: WellsFargoSpecialEquitiesTrading@wellsfargo.com;

and to the Forward Purchasers to Barclays Bank PLC, 745 Seventh Avenue, New York, New York

10019, fax no. (212) 526-8627, Attention of Kevin Cheng (kevin.cheng@barlcays.com); to Bank

of Montreal, King Street West, 8th Floor, Toronto, Ontario M5X 1A3, Canada, Facsimile: (416)

552-7904, Telephone: (514) 876-5546, (416) 945-7286, (416) 361-8287; to BNP PARIBAS, 787

Seventh Avenue, New York, New York 10019, Attention: Robert McDonald, Email: dl.nyk.ste@us.bnpparibas.com;

to Bank of America, N.A., One Bryant Park, 8th Floor, New York, NY 10036, Attention: Strategic

Equity Solutions Group, Email: dg.issuer_derivatives_notices@bofa.com, Telephone: (646) 855-6770;

to Nomura Global Financial Products, Inc., 309 West 49th Street, New York, New York

10019, Attention: Structured Equity Solutions, Email: cedamericas@nomura.com, with a copy

to Attention: Equity Legal, Email: nyequitieslegal@nomura.com and to BTIG, LLC, at the notice

addresses for BTIG, LLC provided above; to Citibank, N.A., 390 Greenwich Street, New York,

New York 10013, Attention: Eric Natelson, Managing Director, Telephone: (212) 723-7310, Email:

eric.natelson@citi.com, with a copy to: Attn: Theodore Finkelstein; Bianca Gotuaco, Telephone:

(212) 723-1693; (212) 723-1132, Email: Theodore.finkelstein@citi.com; bianca.gotuaco@citi.com;

eq.us.corporates.middle.office@citi.com; eq.us.ses.notifications@citi.com; to Goldman Sachs &

Co. LLC, 200 West Street, New York, New York 10282, Attention: Michael Voris, Ryan Cunn,

Equity Capital Markets, Telephone: (212) 902-4895, Facsimile: (212) 291-5027, Email: michael.voris@gs.com;

ryan.cunn@gs.com, gs-reecm@ny.email.gs.com, Eqderivs-notifications@am.ibd.gs.com; to JPMorgan

Chase Bank, National Association, 270 Park Avenue, New York, New York 10017, Email: edg_notices@jpmorgan.com,

edg_ny_corporate_sales_support@jpmorgan.com, Attention: Sanjeet Dewal; to Mizuho Markets

Americas LLC, 1271 Avenue of the Americas, New York, New York 10020, Facsimile: (212) 205-8400,

with a copy to: Legal Department, Email: swapslegal@mizuhogroup.com; to Morgan Stanley &

Co. LLC, 1585 Broadway, 6th Floor, New York, New York 10036, Attention: Joel Carter with

a copy to the Legal Department, Email: Joannah.caneda@morganstanley.com, Eric.D.Wang@morganstanley.com;

to MUFG Securities EMEA plc, Ropemaker Place, 25 Ropemaker Street, London, EC2Y 9AJ, United

Kingdom, Attention: Derivative Confirmations, Facsimile: docsconfirms@int.sc.mufg.jp, With

a copy to: Jason.Stanger@mufgsecurities.com, Sean.McElwaine@mufgsecurities.com, and ECM@us.sc.mufg.jp;

to Royal Bank of Canada, c/o RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street,

8th Floor, New York, New York 10281, Email: tj.opladen@rbccm.com, Attention: ECM; to The

Bank of Nova Scotia, 44 King Street West, Central Mail Room, Toronto, Ontario, Canada M5H

1H1, c/o Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, New York 10281,

Attention: US Equity Derivatives, Email: bahar.lorenzo@scotiabank.com, john.kelly@scotiabank.com,

Telephone: (212) 225-5230, (212) 225-6664 with a copy to: GWO – OTC Confirmations,

Email: BNSEquityConfirmations@scotiabank.com; to The Toronto-Dominion Bank, c/o TD Securities

(USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017, Attention: Global Equity Derivatives,

Telephone: (212) 827-7182, Email: TDUSA-GEDUSInvestorSolutionsSales@tdsecurities.com, ATM-Team@tdsecurities.com;

to Truist Bank, 50 Hudson Yards, 70th Floor, New York, New York 10001, Attention: Equity

Capital Markets, Email: dl.atm.offering@truist.com; and to Wells Fargo Bank, National Association,

500 West 33rd Street, New York, New York 10001, Attention: Special Equities Group and Corporate

Equity Derivatives, or Email: WellsFargoSpecialEquitiesTrading@wellsfargo.com and CorporateDerivativeNotifications@wellsfargo.com.

Notices to the Company shall be given to it at 1111 Louisiana Street, Houston, Texas 77002,

Attention: Monica Karuturi, Esq., E-mail: monica.karuturi@centerpointenergy.com, (facsimile

number: 713-207-0141), with a copy (which shall not constitute notice) to Baker Botts L.L.P.,

910 Louisiana Street, Houston, Texas 77002, Attention: Timothy S. Taylor and Clinton W. Rancher,

Email: timothy.taylor@bakerbotts.com and clint.rancher@bakerbotts.com.

[Signature pages follow]

Sincerely,

CENTERPOINT ENERGY, INC.

By:

/s/ Christopher A. Foster

Name:

Christopher A. Foster

Title:

Executive Vice President and Chief Financial Officer

Accepted as of the date first written above

BARCLAYS CAPITAL INC.

BARCLAYS BANK PLC

As Manager and Forward Seller

As Forward Purchaser

By:

/s/ Gabrielle LeBlanc

By:

/s/ Kevin Cheng

Name: Gabrielle LeBlanc

Name: Kevin Cheng

Title: Director

Title: Managing Director

BMO CAPITAL MARKETS CORP.

Bank of MONTREAL

As Manager and Forward Seller

As Forward Purchaser

By:

/s/ Brad Pavelka

By:

/s/ Brian Riley

Name: Brad Pavelka

Name: Brian Riley

Title: Managing Director

BNP PARIBAS SECURITIES CORP.

BNP PARIBAS

As Manager and Forward Seller

As Forward Purchaser

By:

/s/ Robert McDonald

By:

/s/ /s/ Robert McDonald

By:

/s/ John Nunziata

Name: Robert McDonald

Name: John Nunziata

Title: Managing Director

BOFA SECURITIES, INC.

BANK OF AMERICA, N.A.

As Manager and Forward Seller

As Forward Purchaser

By:

/s/ John Lau

By:

/s/ Jake Mendelsohn

Name: John Lau

Name: Jake Mendelsohn

Title: Managing Director

BTIG, LLC

NOMURA GLOBAL FINANCIAL PRODUCTS, INC.

As Manager

As Forward Purchaser

By:

/s/ Michael Passaro

By:

/s/ Jeffery Petillo

Name: Michael Passaro

Name: Jeffery Petillo

Title: Head of Capital Markets

Title: Authorized Representative

NOMURA SECURITIES INTERNATIONAL, INC.

(acting through BTIG, LLC as agent)

As Forward Seller

By:

/s/ Jeffery Petillo

Name: Jeffery Petillo

Title: Authorized Representative

CITIGROUP GLOBAL

MARKETS INC.

CITIBANK, N.A.

As Manager and

Forward Seller

As Forward Purchaser

By:

/s/ Ashwani Khubani

By:

/s/ Eric Natelson

Name: Ashwani Khubani

Name: Eric Natelson

Title: Managing Director / Vice President

Title: Authorized Signatory

GOLDMAN SACHS &

CO. LLC

As Manager, Forward

Purchaser and Forward Seller

By:

/s/ Skaaren Cosse

Name: Skaaren Cosse

Title: Managing Director

J.P.

Morgan Securities LLC

JPMORGAN CHASE

BANK, NATIONAL ASSOCIATION

As Manager and

Forward Seller

As Forward Purchaser

By:

/s/ Preston T. Ryman

By:

/s/ Preston T. Ryman

Name: Preston Ryman

Title: Vice President

MIZUHO SECURITIES

USA LLC

MIZUHO MARKETS AMERICAS LLC

As Manager and

Forward Seller

As Forward Purchaser

By:

/s/ James Watts

By:

/s/ Matthew Chiavaroli

Name: James Watts

Name: Matthew Chiavaroli

Title: Managing Director

MORGAN STANLEY &

CO. LLC

MORGAN STANLEY & CO. LLC

As Manager and Forward Seller

As Forward Purchaser

By:

/s/ Daniel J. F. McCullough

By:

/s/ Ellen Weinstein

Name: Daniel J. F. McCullough

Name: Ellen Weinstein

Title: Executive Director

Title: Managing Director

MUFG SECURITIES

AMERICAS INC.

MUFG SECURITIES

EMEA PLC

As Manager and

Forward Seller

As Forward Purchaser

By:

/s/ Geoffrey Paul

By:

/s/ Catherine Lucas

Name: Geoffrey Paul

Name: Catherine Lucas

Title: Managing Director

Title: Authorised Signatory

RBC CAPITAL MARKETS, LLC

As Manager and Forward Seller

ROYAL BANK OF CANADA

As Forward Purchaser

By:

/s/ Patrick Hamer

By:

/s/ Chris Amery

Name: Patrick Hamer

Name: Chris Amery

Title: Managing Director, Head of Energy, Power & Infrastructure ECM

Title: Managing Director

SCOTIA CAPITAL (USA) INC.

THE BANK OF NOVA SCOTIA

As Manager and Forward Seller

As Forward Purchaser

By:

/s/ Tim Mann

By:

/s/ Tim Mann

Name: Tim Mann

Title: Managing Director

TD SECURITIES (USA) LLC

THE TORONTO-DOMINION BANK

As Manager and Forward Seller

As Forward Purchaser

By:

/s/ Michael Murphy

By:

/s/ Igor Biselman

Name: Michael Murphy

Name: Igor Biselman

Title: Managing Director

TRUIST SECURITIES, INC.

TRUIST BANK

As Manager and Forward Seller

As Forward Purchaser

By:

/s/ Keith Carpenter

By:

/s/ Rakesh Mangat

Name: Keith Carpenter

Name: Rakesh Mangat

Title: Managing Director

Wells Fargo

Securities, LLC

Wells Fargo

Bank, National Association

As Manager and Forward Seller

As Forward Purchaser

By:

/s/ Michael Tiedemann

By:

/s/ Christine Roemer

Name: Michael Tiedemann

Name: Christine Roemer

Title: Managing Director

SCHEDULE I

Permitted Free Writing Prospectuses

None.

I-1

SCHEDULE II

Due Diligence Protocol

Set forth below are guidelines

for use by the Company and the Managers, the Forward Purchasers and the Forward Sellers in connection with the Managers’, the Forward

Purchasers’ and the Forward Sellers’ continuous due diligence efforts in connection with the sale and distribution of the

Shares pursuant to the Agreement. For the avoidance of doubt, the Company has agreed that no sales under the Agreement will be requested

or made at any time the Company is in possession of material non-public information with respect to the Company.

1. On or immediately prior to each Representation

Date, in addition to the documents provided pursuant to Sections 6(j), 6(k), and 6(n) of

the Agreement, the Managers, the Forward Purchasers and the Forward Sellers expect to conduct

a due diligence call with the appropriate business, financial and legal representatives of

the Company.

2. Subject to Section 6(q) of the

Agreement, on or prior to the fifth business day of the month immediately following the month

in which the Company files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q

(including any date on which an amendment to any such document is filed), the Managers, the

Forward Purchasers and the Forward Sellers expect to conduct a customary due diligence call

with the appropriate business, financial, accounting and legal representatives of the Company.

3. In the event that the Company requests

any Manager or Forward Seller sell on any one Trading Day an amount of Issuance Shares or

Forward Hedge Shares, respectively, that would be equal to or greater than 15% of the average

daily trading volume (calculated based on the most recent three completed Trading Days) of

the Company’s common stock, such Manager and Forward Seller expects to conduct a due

diligence call with the appropriate business, financial, accounting and legal representatives

of the Company and that the Company shall provide the certificate referred to in Section 5(b) of

the Agreement.

The foregoing is an expression of current intent

only, and shall not in any manner limit the Managers’, the Forward Purchasers’ or the Forward Sellers’ rights under

the Agreement, including the right to require such additional due diligence procedures as the Managers, the Forward Purchasers and the

Forward Sellers may reasonably request pursuant to the Agreement.

II-1

Exhibit A

[Letterhead of the intended Manager]

_____________, 20

[Address of Recipient]

Attention:

VIA ELECTRONIC MAIL

TRANSACTION

CONFIRMATION

Dear ________________:

This Confirmation sets forth the terms of the

agreement of [·] (the “Manager”) with CenterPoint Energy, Inc. (the “Company”) relating

to the sale of shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to

$1,000,000,000 pursuant to the Equity Distribution Agreement between the Company and the Managers, Forward Purchasers and Forward Sellers

set forth therein, dated May 15, 2026 (the “Agreement”). Unless otherwise defined below, capitalized terms defined

in the Agreement shall have the same meanings when used herein.

By countersigning or otherwise indicating in

writing the Company’s acceptance of this Confirmation (an “Acceptance”), the Company shall have agreed with

the Manager executing this Transaction Confirmation to engage in the following transaction:

[Number of Issuance Shares to be sold][Aggregate Gross Price of Issuance Shares to be sold]:

Minimum price at which Issuance Shares may be sold:

Date(s) on which Issuance Shares may be sold:

Compensation to such Manager (if different than the Agreement):

The transaction set forth in this Confirmation

will not be binding on the Company or the Manager unless and until the Company delivers its Acceptance; provided, however,

that neither the Company nor the Manager will be bound by the terms of this Confirmation unless the Company delivers its Acceptance by

[·] a.m./p.m. (New York time) on [the date hereof ____________, 20 ].

The transaction, if it becomes binding on the

parties, shall be subject to all of the representations, warranties, covenants and other terms and conditions of the Agreement, except

to the extent amended or modified hereby, all of which are expressly incorporated herein by reference. Each of the representations and

warranties set forth in the Agreement shall be deemed to have been made at and as of every Time of Sale, every Settlement Date and every

Representation Date.

A-1

If the foregoing conforms to your understanding

of our agreement, please so indicate your Acceptance by signing below.

Very truly yours,

[MANAGER]

By:

Name:

Title:

ACCEPTED as of the date first above written

CENTERPOINT ENERGY, INC.

By:

Name:

Title:

A-2

Exhibit B

FORM OF

FORWARD PLACEMENT NOTICE

[Date]

[Forward Purchaser]

[Address]

Attention: [·]

[Forward Seller]

[Address]

Attention: [·]

Reference is made to the

Equity Distribution Agreement, dated as of May 15, 2026 (the “Sales Agreement”), among CenterPoint Energy, Inc.

(the “Company”), [·] (in its capacity as agent for the Company in connection with the issuance and sale

of any Issuance Shares), [·] (in its capacity as counterparty under any Forward Contract), and [·] (in its capacity as agent

for the applicable Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares). Capitalized terms used herein

without definition shall have the respective meanings assigned thereto in the Sales Agreement. This Forward Placement Notice relates

to a “Forward”. The Company confirms that all conditions to the delivery of this Forward Placement Notice are satisfied as

of the date hereof.

The Company confirms that

it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend

date or ex- date, as applicable, for such dividend or distribution will occur during the period from, but excluding, the first scheduled

Trading Day of the related Forward Hedge Selling Period to, and including, the last scheduled Trading Day of such Forward Hedge Selling

Period.

Effective Date of Delivery of Forward Placement Notice (determined

pursuant to Section 2(b)):

Number of Days

in Forward Hedge Selling Period:

First Date of Forward Hedge

Selling Period:

Last Date of Forward Hedge

Selling Period:

Forward Hedge Settlement Date(s):

Forward Hedge Amount: $

Forward Hedge Selling Commission

Rate:         %

B-1

Forward Price

Reduction Dates

Forward Price

Reduction Amounts

[Trade Date:]

[                             ]

[Thereafter:]

Term:

[Month/Years]

Specified Borrow

Rate:

basis points

Maximum Specified

Borrow Rate:

basis points

Notice

Settlement Number:

Minimum price (Adjustable by Company during the

Forward Hedge Selling Period, and in no event less than $[1.00] without your prior written consent, which consent may be withheld in

your sole discretion): $                   per

Comments:

CENTERPOINT ENERGY, INC.

By:

Name:

Title:

B-2

Exhibit C

FORM OF

MASTER FORWARD CONFIRMATION

C-1

[·], 20[·]

To:         CenterPoint

Energy, Inc.

1111 Louisiana Street

Houston, TX 77002

[From: Barclays Bank PLC

1 Churchill Place

London E14 5HP

United Kingdom

Telephone: +44 (0)20 7623 2323

c/o Barclays Capital Inc.

as Agent for Barclays Bank PLC

745 Seventh Avenue

New York, NY 10019

Telephone: +1 212 526 7000]1

[From: Bank of Montreal

100 King Street West, 8th Floor

Toronto, Ontario M5X 1A3

Telephone No.:        (514)876-5546/(416)945-7286/(416)361-8287

Facsimile No.:           (416)

552-7904]2

[From: BNP Paribas

787 Seventh Avenue

New York, New York 10019]3

[From: Bank of America, N.A.

c/o BofA Securities, Inc.

One Bryant Park, 8th Fl.

New York, New York 10036

From: BofA Securities, Inc.

One Bryant Park, 8th Fl.

New York, New York 10036]4

[From: Nomura Global Financial Products, Inc.

309 West 49th Street

New York, New York 10019]5

[From: Citibank, N.A.

390 Greenwich Street

New York, NY 10013]6

1 Insert for Barclays.

2 Insert for BMO.

3 Insert for BNP.

4 Insert for BofA.

5 Insert for BTIG.

6 Insert for Citi.

[From: Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198]7

[From: JPMorgan Chase Bank, National Association

New York Branch

270 Park Avenue

New York, NY 10017]8

[From: Mizuho Markets Americas LLC

C/O Mizuho Securities USA LLC as Agent

1271 Park Avenue

New York, NY 10020

Attn: Equity Capital Markets Desk

Telephone: (212) 209-9300

E-mail: US-ECM@mizuhogroup.com]9

[From: Morgan Stanley & Co. LLC

1585 Broadway, 6th Floor

New York, NY 10036-8293

Telephone: (212) 761-4000]10

[From: MUFG Securities EMEA plc

Ropemaker Place

25 Ropemaker Street

London, EC2Y 9AJ, United Kingdom]11

[From: Royal Bank of Canada

c/o RBC Capital Markets, LLC as Agent

Brookfield Place

200 Vesey Street

New York, NY 10281-1021

Telephone: (212) 858-7000]12

[From: The Bank of Nova Scotia

44 King Street West

Toronto, Ontario M5H 1H1 Canada]13

[From: The Toronto-Dominion Bank

c/o TD Securities (USA) LLC, as Agent

1 Vanderbilt Avenue

New York, NY 10017

Attn: Global Equity Derivatives

Telephone: (646) 562-1504

Email: TDS_ATM@tdsecurities.com, TDUSA-GEDDelta1@tdsecurities.com, Igor.Biselman@tdsecurities.com,

and Matthew.Birmingham@tdsecurities.com]14

7 Insert for GS.

8 Insert for JPM.

9 Insert for Mizuho.

10 Insert for MS.

11 Insert for MUFG.

12 Insert for RBC.

13 Insert for Scotia.

14 Insert for TD.

[From: Truist Bank

50 Hudson Yards, 70th Floor

New York, New York 10001

Attn: Equity Capital Markets]15

[From: Wells Fargo Bank, National Association

30 Hudson Yards

New York, NY 10001-2170

Email: CorporateDerivativeNotifications@wellsfargo.com]16

Ladies and Gentlemen:

The purpose of this letter agreement (this “Master

Forward Confirmation”) is to confirm the terms and conditions of certain transactions to be entered into from time to time between

Party A and Party B in accordance with the terms of the Equity Distribution Agreement, dated as of May [15], 2026, among Party B;

Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citigroup Global

Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC (“MSUSA”),

Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA)

LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as Managers; Barclays Bank PLC, Bank of Montreal, BNP Paribas, Bank

of America, N.A., Nomura Global Financial Products, Inc., Citibank, N.A. or an affiliate thereof, Goldman Sachs & Co. LLC,

JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC (“MMA”), Morgan Stanley & Co. LLC,

MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank,

National Association, as Forward Purchasers; and Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities, Corp.,

BofA Securities, Inc., Nomura Securities International, Inc. (acting through BTIG, LLC, as agent), Citigroup Global Markets

Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC,

MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc.

and Wells Fargo Securities, LLC, as Forward Sellers (the “Equity Distribution Agreement”), on one or more Trade

Dates specified herein (collectively, the “Transactions” and each, a “Transaction”). This letter

agreement constitutes a “Master Forward Confirmation” as referred to in the Equity Distribution Agreement. Each Transaction

will be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation,” and each such Supplemental Confirmation,

together with this Master Forward Confirmation, a “Confirmation” for purposes of the Agreement specified below) substantially

in the form of Exhibit A hereto. [This Master Forward Confirmation and each Supplemental Confirmation is a confirmation for purposes

of Rule 10b-10 promulgated under the Exchange Act (as defined below).]17 [MMA is acting as principal in its capacity

as Party A hereunder, and MSUSA, its affiliate, is acting as agent for MMA, in its capacity as Party A hereunder.]18 [Party

A is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation

Authority.]19 [Party A is not a member of the Securities Investor Protection Corporation.]20 [Party A is acting

as principal in each Transaction and Nomura Securities International, Inc. (“Agent”), its affiliate, is acting as agent

for each Transaction solely in connection with Rule 15a-6 of the Exchange Act (as defined herein).]21 [Party A is acting

as principal in each Transaction and BMO Capital Markets Corp. (“Agent”), its affiliate, is acting as agent for each Transaction

solely in connection with Rule 15a-6 of the Exchange Act (as defined herein).]22

15 Insert for Truist.

16 Insert for WFS.

17 Insert for Citi and Mizuho.

18 Insert for Mizuho.

19 Insert for Barclays.

20 Insert for Barclays, Citi and Mizuho.

21 Insert for Nomura

22 Insert for BMO.

1. The definitions and provisions contained in

the [2021 ISDA Interest Rate Derivatives Definitions (the “2021 Definitions”)]23 [2006 ISDA

Interest Rate Derivatives Definitions (the “2006 Definitions”)]24 and the 2002 ISDA Equity

Derivatives Definitions (the “2002 Definitions” and, together with the [2021 Definitions]25 [2006 Definitions]26,

the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc. (“ISDA”),

are incorporated into each Confirmation. In the event of any inconsistency among the Agreement (as defined herein), this Master Forward

Confirmation, any Supplemental Confirmation, the [2021 Definitions]27 [2006 Definitions]28 and the 2002

Definitions, the following will prevail in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this

Master Forward Confirmation; (iii) the 2002 Definitions; (iv) the [2021 Definitions]29 [2006 Definitions]30;

and (v) the Agreement.

Each Confirmation together with the

Agreement shall evidence a complete and binding agreement between Party A and Party B as to the subject matter and terms of the Transaction

to which this Master Forward Confirmation and each related Supplemental Confirmation relate, and shall supersede all prior or contemporaneous

written or oral communications with respect thereto. Each Confirmation shall supplement, form a part of, and be subject to an agreement

in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Party A and Party B had executed the Agreement

in such form on the date hereof (but without any Schedule except for the election of the laws of the State of New York as the governing

law). The parties hereby agree that no transaction other than the Transactions to which this Master Forward Confirmation, together with

each Supplemental Confirmation hereunder, relate shall be governed by the Agreement. For purposes of the 2002 Definitions, each Transaction

shall be a Share Forward Transaction.

Party A and Party B each represents

to the other, with respect to each Transaction hereunder, that it has entered into such Transaction in reliance upon such tax, accounting,

regulatory, legal, and financial advice as it deems necessary and not upon any view expressed by the other.

2. The terms of each Transaction to which this Master Forward Confirmation relates are as follows:

General Terms:

Party A:

[Barclays Bank PLC, through its agent Barclays Capital Inc. (“Agent”)]31

[Bank of Montreal]32 [BNP Paribas]33 [Bank of America, N.A.]34 [Nomura Global Financial Products, Inc.]35

[Citibank, N.A. or an affiliate thereof (with Citigroup Global Markets Inc. acting as agent (“Agent”))]36

[MUFG Securities EMEA plc]37 [Goldman Sachs & Co. LLC]38 [JPMorgan Chase Bank, National Association]39

[Mizuho Markets Americas LLC (with Mizuho Securities USA LLC acting as agent (“Agent”))]40 [Morgan Stanley &

Co. LLC]41 [MUFG Securities EMEA plc]42 [Royal Bank of Canada (through RBC Capital Markets, LLC, as its agent

(“Agent”))]43 [The Bank of Nova Scotia]44 [The Toronto-Dominion Bank]45 [Truist Bank]46

[Wells Fargo Bank, National Association]47

23 Insert for Barclays, Citi, GS, Mizuho, MUFG, RBC, WFS

and [·].

24 Insert for BofA and JPM.

25 Insert for Barclays, Citi, GS, Mizuho, MUFG, RBC and

[·].

26 Insert for BofA and JPM.

27 Insert for Barclays, Citi, GS, Mizuho, MUFG, RBC and

[·].

28 Insert for BofA and JPM.

29 Insert for Barclays, Citi, GS, Mizuho, MUFG, RBC and

[·].

30 Insert for BofA and JPM.

31 Insert for Barclays.

32 Insert for BMO.

33 Insert for BNP.

34 Insert for BofA.

35 Insert for BTIG.

36 Insert for Citi

37 Insert for MUFG.

38 Insert for GS.

39 Insert for JPM.

40 Insert for Mizuho.

41 Insert for MS.

42 Insert for MUFG.

43 Insert for RBC.

44 Insert for Scotia.

45 Insert for TD.

46 Insert for Truist.

47 Insert for WFS.

Party B:

CenterPoint Energy, Inc.

Trade Date:

For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be, subject to the provisions under the heading “Acceleration Events” in Section 3 of this Master Forward Confirmation and the provisions under the heading “Forward Placement Notices” in Section 4 of this Master Forward Confirmation, the last Trading Day (as defined in the Equity Distribution Agreement) of the Forward Hedge Selling Period (as defined in the Equity Distribution Agreement) for such Transaction.

Effective Date:

For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the date that is one Settlement Cycle following the Trade Date for such Transaction, or such later date on which the conditions set forth under “Conditions to Effectiveness” in Section 3 of this Master Forward Confirmation shall have been satisfied, subject to the provisions under the heading “Forward Placement Notices” in Section 4 of this Master Forward Confirmation.

Base Amount:

For each Transaction, initially, as specified in the Supplemental Confirmation for such Transaction, to be the number of Shares equal to the Actual Sold Forward Amount (as defined in the Equity Distribution Agreement) for the Forward Hedge Selling Period for such Transaction. For each Transaction, on each Settlement Date for such Transaction, the Base Amount for such Transaction shall be reduced by the relevant number of Settlement Shares for such Settlement Date.

Maturity Date:

For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the date that follows the Trade Date for such Transaction by the number of days, months or years set forth in the Forward Placement Notice (as defined in the Equity Distribution Agreement) for such Transaction, which number of days, months or years shall in no event be less than two (2) months nor more than eighteen (18) months (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).

Forward Price:

For each Transaction, (x) on the Effective Date for such Transaction, the Initial Forward Price for such Transaction, and (y) on any other day, (1) the Forward Price for such Transaction as of the immediately preceding calendar day multiplied by (2) the sum of (i) 1 and (ii) the Daily Rate for such Transaction for such day; provided that on each Forward Price Reduction Date, the Forward Price in effect on such date shall be the Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date.

Initial Forward Price:

For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the product of (i) an amount equal to 1 minus the Forward Hedge Selling Commission Rate (as defined in the Equity Distribution Agreement) applicable to such Transaction and (ii) the Volume-Weighted Hedge Price, subject to adjustment as set forth herein.

Volume-Weighted Hedge Price:

For each Transaction, as specified in the Supplemental Confirmation for such Transaction, to be the volume-weighted average of the Sales Prices (as defined in the Equity Distribution Agreement) per share of Forward Hedge Shares (as defined in the Equity Distribution Agreement) sold on each Trading Day of the Forward Hedge Selling Period for such Transaction, as determined by the Calculation Agent; provided that, for the purposes of calculating the Initial Forward Price, each such Sales Price (other than the Sales Price for the last day of the relevant Forward Hedge Selling Period) shall be subject to commercially reasonable adjustment by the Calculation Agent in the same manner as the Forward Price pursuant to the definition thereof during the period from, and including, the date one Settlement Cycle immediately following the first Trading Day of the relevant Forward Hedge Selling Period during which the Forward Hedge Shares in respect of such Transaction are sold to, and including, the Effective Date of such Transaction.

Daily Rate:

For each Transaction and for any day, (i)(A) the Overnight Bank Rate for such day minus (B) the Spread for such Transaction divided by (ii) 365.

Overnight Bank Rate:

For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate”, as such rate is displayed

on Bloomberg Screen “OBFR01 <Index> <GO>”, or any successor page; provided that, if no rate appears for

a particular day on such page, the rate for the first immediately preceding day for which a rate does so appear shall be used for such

day.

Spread:

For each Transaction, as set forth in the Supplemental Confirmation for such Transaction.

Forward Price Reduction Dates:

For each Transaction, as specified in Schedule I to the Supplemental Confirmation for such Transaction, to be each date set forth under the heading “Forward Price Reduction Dates” in the Forward Placement Notice for such Transaction.

Forward Price Reduction Amount:

For any Transaction, for each Forward Price Reduction Date for such Transaction, the Forward Price Reduction Amount set forth opposite such date on Schedule I to the Supplemental Confirmation for such Transaction.

Common stock, USD 0.01 par value per share, of Party B (also referred to herein as the “Issuer”) (Exchange identifier: “CNP”).

Exchange:

The New York Stock Exchange.

Related Exchange(s):

All Exchanges.

Clearance System:

DTC.

Hedging Party:

Party A

Calculation Agent:

Party A. Whenever the Calculation Agent is required to act or to exercise judgment in any way with respect to any Transaction hereunder, it will do so in good faith and in a commercially reasonable manner.

Following any determination, adjustment or calculation hereunder by the Calculation Agent, the Calculation Agent will upon written request by Party B promptly following such request, provide to Party B a report (in a commonly used file format for the storage and manipulation of financial data but without disclosing Party A’s confidential or proprietary models or other information that may be confidential, proprietary or subject to contractual, legal or regulatory obligations to not disclose such information) displaying in reasonable detail the basis for such determination, adjustment or calculation, as the case may be.

Following the occurrence and during the continuation of an Event of Default pursuant to Section 5(a)(vii) of the Agreement with respect to which Party A is the sole Defaulting Party, Party B shall have the right to designate an independent, nationally recognized equity derivatives dealer to replace Party A as Calculation Agent, and the parties hereto shall work in good faith to execute any appropriate documentation required by such replacement Calculation Agent.

Settlement Terms:

Settlement Date:

With respect to any Transaction, any Scheduled Trading Day following the Effective Date for such Transaction up to, and including, the Maturity Date for such Transaction, as designated by (a) Party A pursuant to “Termination Settlement” below or (b) Party B in a written notice (a “Settlement Notice”) that satisfies the Settlement Notice Requirements and is delivered to Party A at least (i) two Scheduled Trading Days prior to such Settlement Date, which may be the Maturity Date for such Transaction, if Physical Settlement applies, and (ii) a number of Scheduled Trading Days prior to such Settlement Date equal to the Notice Settlement Number (as defined below) for such Transaction, which may be the Maturity Date for such Transaction, if Cash Settlement or Net Share Settlement applies; provided that (x) the Maturity Date for such Transaction shall be a Settlement Date for such Transaction if on such date the Base Amount for such Transaction is greater than zero, (y) if Physical Settlement or Net Share Settlement applies and such Settlement Date specified above (including a Settlement Date occurring on such Maturity Date) is not a Clearance System Business Day, such Settlement Date shall be the immediately succeeding Clearance System Business Day and (z) if Cash Settlement or Net Share Settlement applies and Party A shall have fully unwound its hedge in respect of such Transaction (or portion thereof, as applicable) during an Unwind Period (as defined below) for such Transaction by a date that is more than one Scheduled Trading Day prior to such Settlement Date specified above, Party A may, by written notice to Party B, specify any Scheduled Trading Day prior to such originally specified Settlement Date for such Transaction as the Settlement Date for such Transaction. The “Notice Settlement Number” for any Transaction shall be a number of Scheduled Trading Days set forth in the Supplemental Confirmation for such Transaction.

Settlement Shares:

In respect of any Transaction and with respect to any Settlement Date for such Transaction, a number of Shares, not to exceed the Base Amount for such Transaction, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date for such Transaction the number of Settlement Shares shall be equal to the Base Amount for such Transaction on such date.

Settlement:

In respect of any Transaction, Physical Settlement, Cash Settlement or Net Share Settlement, at the election of Party B as set forth in a Settlement Notice delivered on or after the Effective Date for such Transaction that satisfies the Settlement Notice Requirements; provided that Physical Settlement shall apply (i) if no Settlement Method is validly selected, (ii) with respect to any Settlement Shares in respect of which Party A is unable, in its good faith, commercially reasonable judgment, to unwind its hedge in respect of such Transaction (or portion thereof, as applicable) by the end of the Unwind Period for such Transaction in a manner that, in the good faith, reasonable judgment of Party A, is consistent with the requirements for qualifying for the safe harbor provided by Rule 10b-18 under the Exchange Act or due to the lack of sufficient liquidity in the Shares on any Exchange Business Day during such Unwind Period or (iii) to any Termination Settlement Date (as defined below under “Termination Settlement”).

Settlement Notice Requirements:

Notwithstanding any other provision hereof, a Settlement Notice delivered in respect of any Transaction by Party B that specifies Cash Settlement or Net Share Settlement will not be effective to establish a Settlement Date for such Transaction or require Cash Settlement or Net Share Settlement unless Party B delivers to Party A with such Settlement Notice a representation signed by Party B substantially in the following form: “As of the date of this Settlement Notice, Party B is not aware of any material nonpublic information concerning itself or the Shares, and is designating the date contained herein as a Settlement Date and is electing Cash Settlement or Net Share Settlement, as the case may be, in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.”

Unwind Period:

For any Transaction, each Exchange Business Day that is not a Suspension Day during the period from and including the first Exchange Business Day following the date Party B validly elects Cash Settlement or Net Share Settlement in respect of a Settlement Date for such Transaction through the Scheduled Trading Day preceding such Settlement Date (or the immediately preceding Exchange Business Day if such Scheduled Trading Day is not an Exchange Business Day), subject to “Termination Settlement” below. If any Exchange Business Day during an Unwind Period for any Transaction is a Disrupted Day, the Calculation Agent shall make commercially reasonable adjustments to the terms of such Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the 10b-18 VWAP) to account for the occurrence of such Disrupted Day.

Suspension Day:

Any Exchange Business Day on which Party A reasonably determines based on the advice of counsel that Cash Settlement or Net Share Settlement may violate applicable securities laws. Party A shall notify Party B if it receives such advice from its counsel.

Market Disruption Event:

Section 6.3(a)(ii) of the 2002 Definitions is hereby amended by replacing clause (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “, in each case, that the Calculation Agent, acting in good faith and a commercially reasonably manner, determines is material.”

Exchange Act:

The Securities Exchange Act of 1934, as amended from time to time.

Physical Settlement:

In respect of any Transaction, on any Settlement Date for such Transaction in respect of which Physical Settlement applies, Party B shall deliver to Party A through the Clearance System the Settlement Shares for such Transaction for such Settlement Date, and Party A shall deliver to Party B, by wire transfer of immediately available funds to an account designated by Party B, an amount in cash equal to the Physical Settlement Amount for such Transaction for such Settlement Date, on a delivery versus payment basis. If, on any Settlement Date for any Transaction, the Shares to be delivered by Party B to Party A hereunder upon Physical Settlement are not so delivered (the “Physical Deferred Shares”), and a Forward Price Reduction Date with respect to such Transaction occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Party A, then the portion of the Physical Settlement Amount for such Transaction payable by Party A to Party B in respect of the Physical Deferred Shares shall be reduced by an amount equal to (1) the Forward Price Reduction Amount for such Forward Price Reduction Date multiplied by (2) the number of Physical Deferred Shares.

Physical Settlement Amount:

In respect of any Transaction and for any Settlement Date for such Transaction in respect of which Physical Settlement applies, an amount in cash equal to the product of (i) the Forward Price for such Transaction on such Settlement Date and (ii) the number of Settlement Shares for such Transaction for such Settlement Date.

Cash Settlement:

In respect of any Transaction, on any Settlement Date for such Transaction in respect of which Cash Settlement applies, if the Cash Settlement Amount for such Transaction for such Settlement Date is a positive number, Party A will pay such Cash Settlement Amount to Party B. If the Cash Settlement Amount for such Transaction is a negative number, Party B will pay the absolute value of such Cash Settlement Amount to Party A. Such amounts shall be paid on the relevant Settlement Date.

Cash Settlement Amount:

In respect of any Transaction and for any Settlement Date for such Transaction in respect of which Cash Settlement applies, an amount determined by the Calculation Agent equal to the difference between (1) the product of (i) (A) the average Forward Price for such Transaction over the period beginning on, and including, the date that is one Settlement Cycle following the first day of the applicable Unwind Period for such Transaction and ending on, and including, such Settlement Date (calculated assuming no reduction to such Forward Price for any Forward Price Reduction Date that occurs during such Unwind Period, except as set forth in clause (2) below), minus USD 0.03, minus (B) the average of the 10b-18 VWAP prices per Share on each Exchange Business Day during such Unwind Period and (ii) the number of Settlement Shares for such Transaction for such Settlement Date and (2) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period and (ii) the number of Settlement Shares for such Transaction with respect to which Party A has not unwound its hedge as of such Forward Price Reduction Date.

Net Share Settlement:

In respect of any Transaction, on any Settlement Date for such Transaction in respect of which Net Share Settlement applies, if the number of Net Share Settlement Shares for such Transaction is a (i) negative number, Party A shall deliver a number of Shares to Party B equal to the absolute value of such Net Share Settlement Shares, or (ii) positive number, Party B shall deliver to Party A such Net Share Settlement Shares; provided that if Party A determines in its good faith, commercially reasonable judgment that it would be required to deliver Net Share Settlement Shares to Party B, Party A may elect to deliver a portion of such Net Share Settlement Shares on one or more dates prior to the applicable Settlement Date. If, on any Settlement Date for any Transaction, the Shares to be delivered by Party B or Party A hereunder upon Net Share Settlement are not so delivered (the “Net Share Deferred Shares”), and a Forward Price Reduction Date with respect to such Transaction occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to such party, then the portion of the Net Share Settlement Shares for such Transaction deliverable by Party A or Party B in respect of the Net Share Deferred Shares shall be adjusted by the Calculation Agent to reflect the occurrence of such Forward Price Reduction Amount for such Forward Price Reduction Date.

Net Share Settlement Shares:

In respect of any Transaction and for any Settlement Date for such Transaction in respect of which Net Share Settlement applies, a number of Shares equal to (a) the number of Settlement Shares for such Settlement Date minus (b) the number of Shares Party A actually purchases during the Unwind Period for such Transaction for a total purchase price (the “Net Share Settlement Purchase Price”) equal to the difference between (1) the product of (i) the average Forward Price for such Transaction over the period beginning on, and including, the date that is one Settlement Cycle following the first day of the applicable Unwind Period for such Transaction and ending on, and including, such Settlement Date (calculated assuming no reduction to such Forward Price for any Forward Price Reduction Date that occurs during such Unwind Period, except as set forth in clause (2) below), minus USD 0.02, and (ii) the number of Settlement Shares for such Transaction for such Settlement Date and (2) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during such Unwind Period and (ii) the number of Shares with respect to which Party A has not unwound its hedge as of such Forward Price Reduction Date.

10b-18 VWAP:

For any Exchange Business Day during an Unwind Period that is not a Suspension Day, the volume-weighted average price at which the Shares trade as reported in the composite transactions for the Exchange on such Exchange Business Day, excluding (i) trades that do not settle regular way, (ii) opening (regular way) reported trades on the Exchange on such Exchange Business Day, (iii) trades that occur in the last ten minutes before the scheduled close of trading on the Exchange on such Exchange Business Day and ten minutes before the scheduled close of the primary trading session in the market where the trade is effected and (iv) trades on such Exchange Business Day that do not satisfy the requirements of Rule 10b-18(b)(3), as determined in good faith by the Calculation Agent. Party B acknowledges that Party A may refer to the Bloomberg Page “CNP <Equity> AQR SEC” (or any successor thereto), in its discretion, for such Exchange Business Day to determine the 10b-18 VWAP.

Settlement Currency:

USD.

Failure to Deliver:

Inapplicable.

Adjustments:

Method of Adjustment:

Calculation Agent Adjustment

Additional Adjustment:

If with respect to any Transaction, in Party A’s good faith, commercially reasonable judgment, the stock loan fee to Party A (or an affiliate thereof), excluding the federal funds or other interest rate component payable by the relevant stock lender to Party A or such affiliate (the “Stock Loan Fee”), over any one month period, of borrowing a number of Shares equal to the Base Amount for such Transaction to hedge its exposure to such Transaction exceeds a weighted average rate equal to the Specified Borrow Rate for such Transaction, the Calculation Agent shall reduce the Forward Price for such Transaction in order to compensate Party A for the amount by which such Stock Loan Fee exceeded a weighted average rate equal to such Specified Borrow Rate during such period. The Calculation Agent shall notify Party B prior to making any such adjustment to such Forward Price and, upon the request of Party B, Party A shall provide an itemized list of the Stock Loan Fees for the applicable one month period. The “Specified Borrow Rate” for any Transaction shall be the per annum rate set forth in the Supplemental Confirmation for such Transaction.

Account Details:

Payments to Party A:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Payments to Party B:

To be advised under separate cover or telephone confirmed prior to each Settlement Date.

Delivery of Shares to Party A:

To be advised.

Delivery of Shares to Party B:

To be advised.

Offices:

The Office of Party A for each Transaction is:

[Inapplicable, Party A is not a Multibranch Party]48 [Atlanta]49 [Charlotte]50 [New York]51

[Paris]52 [Toronto]53 [Notwithstanding the foregoing, for U.S. federal income tax purposes and for purposes

of the tax representations herein, the Office of Party A for each Transaction is its New York Office.]54

48 Insert for Barclays and Noruma

49 Insert for Truist

50 Insert for WF.

51 Insert for BofA, Citi, GS, JPM, Mizuho, MS and MUFG.

52 Insert for BNP

53 Insert for BMO, RBC, Scotia and TD

54 Insert for TD

The Office of Party B for each Transaction is:

Inapplicable, Party B is not a Multibranch Party.

3.            Other

Provisions:

Opinion:

For each Transaction, Party B shall deliver

to Party A an opinion of counsel, dated as of the Trade Date for such Transaction, with respect to the matters set forth in Section 3(a) of

the Agreement (subject to customary exceptions, limitations, qualifications and assumptions reasonably acceptable to Party A). Delivery

of such opinion to Party A shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect

to each obligation of Party A under Section 2(a)(i) of the Agreement.

Conditions to Effectiveness:

The effectiveness of each Supplemental

Confirmation and the related Transaction on the Effective Date for such Transaction shall be subject to (i) the satisfaction of all

of the conditions set forth in Section 5 of the Equity Distribution Agreement and (ii) that neither of the following has occurred:

(A) Party A (or its affiliate) is unable after commercially reasonable efforts to borrow and deliver for sale a number of Shares

equal to the Base Amount for such Transaction or (B) in Party A’s good faith, commercially reasonable judgment, either

it is impracticable to do so or Party A (or its affiliate) would incur a Stock Loan Fee to borrow a number of Shares equal to the Base

Amount for such Transaction of more than a rate equal to the Specified Borrow Rate for such Transaction to do so (in which event such

Supplemental Confirmation and the related Transaction shall be effective but the Base Amount for such Transaction shall be the number

of Shares Party A (or an affiliate thereof) is required to deliver in accordance with Section 2 of the Equity Distribution Agreement).

Representations and Agreements of

Party B:

Party B (i) has such knowledge and

experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into any Transaction hereunder;

(ii) has consulted with its own legal, financial, accounting and tax advisors in connection with each Transaction hereunder; and

(iii) is entering into each Transaction hereunder for a bona fide business purpose.

Party B is not the subject of any civil

proceeding of a judicial or administrative body of competent jurisdiction that would reasonably be expected to impair materially Party

B’s ability to perform its obligations hereunder.

Party B will notify Party A by the next

succeeding New York Business Day after obtaining knowledge of the occurrence of any event that would constitute an Event of Default or

a Potential Adjustment Event.

Additional Representations, Warranties

and Agreements of Party B: Party B hereby represents and warrants to, and agrees with, Party A as of the date hereof, on each “Forward

Date” (as defined in the Equity Distribution Agreement) for any Transaction hereunder, on each “Forward Hedge Settlement Date”

(as defined in the Equity Distribution Agreement) for any Transaction hereunder and on each Trade Date for any Transaction hereunder that:

(a) Any Shares, when issued and delivered in accordance with the terms of any Transaction hereunder, will

be duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or

similar rights.

(b) Party B has reserved and will keep available at all times, free from preemptive rights, out of its authorized

but unissued Shares, solely for the purpose of issuance upon settlement of any Transaction hereunder as herein provided, the full number

of Shares as shall be issuable at such time upon settlement of such Transaction. All Shares so issuable shall, upon such issuance, be

accepted for listing or quotation on the Exchange. Party B shall have submitted an application for the listing of the Forward Shares (as

defined below) for each Transaction hereunder on the Exchange, and such application and listing shall have been approved by the Exchange,

subject only to official notice of issuance, in each case, on or prior to the Effective Date for such Transaction. Party B agrees and

acknowledges that such submission and approval shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement

with respect to each obligation of Party A under Section 2(a)(i) of the Agreement in respect of the relevant Transaction.

Repurchase Notice”) prior to executing any repurchase of Shares by Party B or any of its subsidiaries (or entering into any

contract that would require, or give the option to, Party B or any of its subsidiaries, to purchase or repurchase Shares), whether out

of profits or capital or whether the consideration for such repurchase is cash, securities or otherwise (an “Issuer Repurchase”),

that alone or in the aggregate would result in the Base Amount Percentage (as defined below) for all Transactions hereunder being greater

by 0.5% or more than the Base Amount Percentage at the time of the immediately preceding Issuer Repurchase Notice (or in the case of the

first such Issuer Repurchase Notice, greater than the Base Amount Percentage as of the later of the date hereof or the immediately preceding

Settlement Date for a Transaction hereunder, if any). The “Base Amount Percentage” as of any day is the fraction (1) the

numerator of which is the Base Amount for all Transactions hereunder and (2) the denominator of which is the number of Shares outstanding

on such day.

(d) No filing with, or approval, authorization, consent, license, registration, qualification, order or decree

of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the execution, delivery and performance

by Party B of this Master Forward Confirmation or any Supplemental Confirmation and the consummation of the relevant Transaction (including,

without limitation, the issuance and delivery of Shares on any Settlement Date for a Transaction hereunder) except (i) such as have

been obtained under the Securities Act of 1933, as amended (the “Securities Act”), (ii) as may be required to

be obtained under state securities laws and (iii) as required by the rules and regulations of the Exchange.

(e) Party B agrees not to make any Issuer Repurchase if, immediately following such Issuer Repurchase, the

Base Amount Percentage for all Transactions hereunder would be equal to or greater than 8.0%.

(f) Party B is not insolvent, nor will Party B be rendered insolvent as a result of any Transaction hereunder.

(g) Neither Party B nor any of its affiliates shall take or refrain from taking any action (including, without

limitation, any direct purchases by Party B or any of its affiliates or any purchases by a party to a derivative transaction with Party

B or any of its affiliates), either under this Master Forward Confirmation, under any Supplemental Confirmation, under an agreement with

another party or otherwise, that might cause any purchases of Shares by Party A or any of its affiliates in connection with any Cash Settlement

or Net Share Settlement of any Transaction hereunder not to meet the requirements of the safe harbor provided by Rule 10b-18 under

the Exchange Act if such purchases were made by Party B and Rule 10b-18 were applicable to such purchases.

(h) Party B will not engage in any “distribution” (as defined in Regulation M under the Exchange

Act (“Regulation M”)) that would cause a “restricted period” (as defined in Regulation M) to occur during

any Unwind Period for any Transaction hereunder.

(i) Party B is an “eligible contract participant” (as such term is defined in Section 1a(18)

of the Commodity Exchange Act, as amended).

(j) In addition to any other requirements set forth herein, Party B agrees not to elect Cash Settlement or

Net Share Settlement in respect of any Transaction if, in the good faith, reasonable judgment of either Party A or Party B, such settlement

or Party A’s related market activity would result in a violation of the U.S. federal securities laws or any other federal or state

law or regulation applicable to Party B.

(k) Party B (i) is capable of evaluating investment risks independently, both in general and with regard

to all transactions and investment strategies involving a security or securities; (ii) will exercise independent judgment in evaluating

the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and

(iii) has total assets of at least USD 50 million as of the date hereof, the Forward Date for each Transaction hereunder and the

Trade Date for each Transaction hereunder.

(l) Party B acknowledges and agrees that:

(i) during the term of each Transaction, Party A and its affiliates may buy or sell Shares or other securities

or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind

its hedge position with respect to such Transaction;

(ii) Party A and its affiliates may also be active in the market for the Shares and Share-linked transactions

other than in connection with hedging activities in relation to each Transaction;

(iii) Party A shall make its own determination as to whether, when or in what manner any hedging or market activities

in Party B’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk

with respect to the Forward Price for each Transaction and the 10b-18 VWAP for each Transaction;

(iv) any market activities of Party A and its affiliates with respect to the Shares may affect the market price

and volatility of the Shares, as well as the Forward Price for each Transaction and 10b-18 VWAP for each Transaction, each in a manner

that may be adverse to Party B; and

(v) each Transaction is a derivatives transaction in which it has granted Party A the right, under certain

circumstances, to receive cash or Shares, as the case may be; Party A may purchase Shares for its own account at an average price that

may be greater than, or less than, the effective price paid by Party B under the terms of such Transaction.

(m) Party B represents and warrants to Party A that the representations and warranties of Party B contained

in Section 1 of the Equity Distribution Agreement are true and correct, or, as provided in the Equity Distribution Agreement, true

and correct in all material respects, on such Effective Date as if made as of such Trade Date and the corresponding Effective Date.

(n) Party B covenants and agrees that it shall perform all of the obligations required to be performed by

it under the Equity Distribution Agreement (including, without limitation, to the extent required to satisfy the conditions set forth

in Section 5 of the Equity Distribution Agreement) on or prior to such Trade Date and the corresponding Effective Date.

Covenant of Party B:

Subject to the provisions of “Private Placement

Procedures” below, the parties acknowledge and agree that any Shares delivered by Party B to Party A on any Settlement Date for

a Transaction hereunder will be newly issued Shares and when delivered by Party A (or an affiliate of Party A) to securities lenders from

whom Party A (or an affiliate of Party A) borrowed Shares in connection with hedging its exposure to such Transaction will be freely saleable

without further registration or other restrictions under the Securities Act, in the hands of those securities lenders, irrespective of

whether such stock loan is effected by Party A or an affiliate of Party A. Accordingly, subject to the provisions of “Private Placement

Procedures” below, Party B agrees that the Shares that it delivers to Party A on each Settlement Date for a Transaction hereunder

will not bear a restrictive legend and that such Shares will be deposited in, and the delivery thereof shall be effected through the facilities

of, the Clearance System.

Covenants of Party A:

(a) Unless the provisions set forth below under “Private Placement Procedures” shall be applicable,

Party A shall use any Shares delivered by Party B to Party A on any Settlement Date for a Transaction hereunder to return to securities

lenders to close out open Share loans created by Party A or an affiliate of Party A in the course of Party A’s or such affiliate’s

hedging activities related to Party A’s exposure under this Master Forward Confirmation and the relevant Supplemental Confirmation.

(b) In connection with bids and purchases of Shares in connection with any Cash Settlement or Net Share Settlement

of any Transaction, Party A shall use its commercially reasonable efforts to conduct its activities, or cause its affiliates to conduct

their activities, in a manner consistent with the requirements of the safe harbor provided by Rule 10b-18 under the Exchange Act,

as if such provisions were applicable to such purchases.

into consideration the nature of its business, reasonably designed to ensure that individuals conducting hedging activity related to any

Transaction do not have access to material non-public information regarding Party B or the Shares.

Insolvency

Filing:

Notwithstanding anything to the contrary

herein, in any Supplemental Confirmation, in the Agreement or in the Definitions, upon any Insolvency Filing in respect of Party B, each

Transaction hereunder shall automatically terminate on the date thereof without further liability of either party to this Master Forward

Confirmation or any related Supplemental Confirmation to the other party (except for any liability in respect of any breach of representation

or covenant by a party under this Master Forward Confirmation or any Supplemental Confirmation prior to the date of such Insolvency Filing).

Extraordinary Dividends:

If an ex-dividend date for an Extraordinary

Dividend occurs on or after the Trade Date for any Transaction and on or prior to the Maturity Date for such Transaction (or, if later,

the last date on which Shares are delivered by Party B to Party A in settlement of such Transaction), Party B shall pay an amount, as

determined by the Calculation Agent, in cash equal to the product of (1) such Extraordinary Dividend and (2) the Base

Amount for such Transaction to Party A on the earlier of (i) the date on which such Extraordinary Dividend is paid by Party B to

holders of record of the Shares or (ii) the Maturity Date for such Transaction. “Extraordinary Dividend”

means the per Share amount of any cash dividend or distribution, or a portion thereof, declared by Party B with respect to the Shares

that is specified by the board of directors of Party B as an “extraordinary” dividend. For the avoidance of doubt, a

regular, quarterly cash dividend that is in an amount per Share equal to or less than the Forward Price Reduction Amount corresponding

to the relevant quarter and that has an ex-dividend date not earlier than the Forward Price Reduction Date corresponding to the relevant

quarter shall not be an Extraordinary Dividend.

Acceleration Events:

The following events shall each constitute an “Acceleration

Event” with respect to any Transaction:

(a) Stock Borrow Events. In the good faith, commercially reasonable judgment of Party A (i) Party

A (or its affiliate) is unable to hedge Party A’s exposure to such Transaction because of the lack of sufficient Shares being made

available for Share borrowing by lenders, or (ii) Party A (or its affiliate) would incur a Stock Loan Fee to borrow a number of Shares

equal to the Base Amount for such Transaction of more than a rate equal to the Maximum Specified Borrow Rate for such Transaction (each,

a “Stock Borrow Event”);

(b) Dividends and Other Distributions. On any day occurring after the Trade Date for such Transaction,

Party B declares a distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary

Dividend) to the extent all cash dividends having an ex-dividend date during the period from, and including, any Forward Price Reduction

Date for such Transaction (with the Trade Date for such Transaction being a Forward Price Reduction Date for purposes of this clause (b) only)

to, but excluding, the next subsequent Forward Price Reduction Date exceeds, on a per Share basis, the Forward Price Reduction Amount

set forth opposite the first date of any such period on Schedule I to the relevant Supplemental Confirmation, (ii) share capital

or securities of another issuer acquired or owned (directly or indirectly) by Party B as a result of a spin-off or other similar transaction

or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration)

at less than the prevailing market price as reasonably determined by Party A;

to Section 6 of the Agreement;

(d) Other ISDA Events. The announcement of any event that if consummated, would result in an Extraordinary

Event or the occurrence of any Change in Law or a Delisting; provided that in case of a Delisting, in addition to the provisions

of Section 12.6(a)(iii) of the 2002 Definitions, it will also constitute a Delisting if the Exchange is located in the United

States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the NASDAQ Global Select

Market or the NASDAQ Global Market (or their respective successors); and provided further that the definition of “Change

in Law” provided in Section 12.9(a)(ii) of the 2002 Definitions is hereby amended by (i) replacing the phrase “the

interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”,

(ii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including,

for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations

authorized or mandated by existing statute)” and (iii) immediately following the word “Transaction” in clause (X) thereof,

adding the phrase “in the manner contemplated by Party A on the Forward Date for such Transaction”; or

(e) Ownership

Event. In the good faith, reasonable judgment of Party A, on any day, the Share Amount for such day exceeds the Post-Effective Limit

for such day (if any applies).

The “Maximum Specified Borrow

Rate” for any Transaction shall be the per annum rate set forth in the Supplemental Confirmation for such Transaction.

The “Share Amount”

as of any day is the number of Shares that Party A and any person whose ownership position would be aggregated with that of Party A, including

any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part

(Party A or any such person, a “Party A Person”) under any law, rule, regulation, regulatory order or organizational

documents or contracts of Party B that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”),

owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership

of under any Applicable Restriction, as determined by Party A in its reasonable discretion. The “Post-Effective Limit”

means a number of Shares equal to (x) the minimum number of Shares that could reasonably be expected to give rise to reporting or

registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Party A Person, or

could reasonably be expected to result in an adverse effect on a Party A Person, under any Applicable Restriction, as determined by Party

A in its reasonable discretion, minus (y) 1% of the number of Shares outstanding.

Termination Settlement:

Upon the occurrence of any Acceleration

Event in respect of any Transaction, Party A shall have the right to designate, upon at least one Scheduled Trading Day’s notice,

any Scheduled Trading Day following such occurrence to be a Settlement Date under such Transaction (a “Termination Settlement

Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such Termination

Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement

Shares for the relevant Transaction so designated by Party A shall not exceed the number of Shares necessary to reduce the Share Amount

to the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event the number of Settlement

Shares for the relevant Transaction so designated by Party A shall not exceed the number of Shares as to which such Stock Borrow Event

exists. If, upon designation of a Termination Settlement Date by Party A pursuant to the preceding sentence, Party B fails to deliver

the Settlement Shares relating to such Termination Settlement Date when due or otherwise fails to perform obligations within its control

in respect of the relevant Transaction, it shall be an Event of Default with respect to Party B and Section 6 of the Agreement shall

apply. If an Acceleration Event occurs during an Unwind Period for any Transaction relating to a number of Settlement Shares for the relevant

Transaction to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration

Event, notwithstanding any election to the contrary by Party B, Cash Settlement or Net Share Settlement shall apply to the portion of

such Settlement Shares relating to such Unwind Period as to which Party A has unwound its hedge and Physical Settlement shall apply in

respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Party A in respect

of such Termination Settlement Date. Under no circumstances will Party A be entitled to an adjustment to the terms of any Transaction

for the effects of an Extraordinary Dividend (other than as set forth above under the heading “Extraordinary Dividends”) or

a change in expected dividends. For the avoidance of doubt, the immediately preceding sentence shall not preclude or otherwise limit Party

A from exercising its “Termination Settlement” rights pursuant to this paragraph upon the occurrence of an Acceleration Event

as set forth in clause (b) of such definition.

Private Placement Procedures:

If Party B is unable to comply with the

provisions of “Covenant of Party B” above because of a change in law or a change in the policy of the Securities and Exchange

Commission or its staff, or Party A otherwise determines that in its reasonable opinion any Settlement Shares to be delivered to Party

A by Party B may not be freely returned by Party A or its affiliates to securities lenders as described under “Covenant of Party

B” above, then delivery of any such Settlement Shares (the “Restricted Shares”) shall be effected pursuant to

Annex A hereto, unless waived by Party A, but Party A may not otherwise determine that the Settlement Shares are Restricted Shares based

solely upon Party A (or its affiliates) not having borrowed a number of Shares equal to the Base Amount for the relevant Transaction on

or before the Effective Date for such Transaction if there has been no change in law or change in the policy of the Securities and Exchange

Commission or its staff.

Rule 10b5-1:

It is the intent of Party A and Party

B that following any election of Cash Settlement or Net Share Settlement by Party B, the purchase of Shares by Party A during any Unwind

Period comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act and that this Master Forward Confirmation

and each Supplemental Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).

Party B acknowledges that (i) during

any Unwind Period, Party B does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases

of Shares by Party A (or its agent or affiliate) in connection with this Master Forward Confirmation or any Supplemental Confirmation

and (ii) Party B is entering into the Agreement, this Master Forward Confirmation and each Supplemental Confirmation in good faith

and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated

under the Exchange Act.

Party B hereby agrees with Party A that,

during any Unwind Period, Party B shall not communicate, directly or indirectly, any Material Non-Public Information (as defined herein)

to any EDG Personnel (as defined below). For purposes of each Transaction, “Material Non-Public Information” means

information relating to Party B or the Shares that (a) has not been widely disseminated by wire service, in one or more newspapers

of general circulation, by communication from Party B to its shareholders or in a press release, or contained in a public filing made

by Party B with the Securities and Exchange Commission, or otherwise disseminated in a manner constituting “public disclosure”

within the meaning of Regulation FD under the Exchange Act and (b) a reasonable investor might consider to be of importance in making

an investment decision to buy, sell or hold Shares. For the avoidance of doubt and solely by way of illustration, information should be

presumed “material” if it relates to such matters as dividend increases or decreases, earnings estimates, changes in previously

released earnings estimates, significant expansion or curtailment of operations, a significant increase or decline of customers, significant

merger or acquisition proposals or agreements, significant new supply shortages or disruptions, extraordinary borrowing, major litigation,

liquidity problems, extraordinary management developments, purchase or sale of substantial assets, or other similar information. For purposes

of each Transaction, “EDG Personnel” means any employee on the trading side of the Equity Derivatives Group of Party

A and does not include any of Party A’s “private side” equity or equity-linked personnel (including, without limitation,

any Party A equity or equity-linked legal personnel) (or any other person or persons designated from time to time in writing to Party

B by Party A).

Maximum Share Delivery:

Notwithstanding any other provision of

this Master Forward Confirmation or any Supplemental Confirmation, in no event will Party B be required to deliver on any Settlement Date

for any Transaction hereunder, whether pursuant to Physical Settlement, Net Share Settlement, Termination Settlement or any Private Placement

Settlement, more than a number of Shares equal to the Forward Shares for such Transaction to Party A. The “Forward Shares”

for any Transaction shall be as set forth in the Supplemental Confirmation for such Transaction.

Transfer and Assignment:

Party A may assign or transfer any of

its rights or delegate any of its duties hereunder to any affiliate of Party A or any entity organized or sponsored by Party A (collectively,

a “permitted assignee”) which has at the time of the assignment or transfer a senior unsecured debt rating by at least

one of Moody’s Investors Services, Inc. or Standard & Poor’s Inc. (the “Credit Rating”) equal

to or higher than the Credit Rating of Party A or whose obligations are fully and unconditionally guaranteed by Party A or its ultimate

parent entity, without the prior written consent of Party B; provided that such assignment and/or transfer shall be permitted only

so long as (i) as a result of such assignment or transfer (x) Party B will not be required to pay or deliver to such permitted

assignee on any payment date or delivery date an amount (including, without limitation, under Section 2(d)(i)(4) of the Agreement)

or a number of Shares, as applicable, greater than the amount or the number of Shares, respectively, that Party B would have been required

to pay or deliver to Party A in the absence of such assignment and/or transfer and (y) Party B will not be entitled to receive from

such permitted assignee on any payment date or delivery date an amount or a number of Shares, as applicable, less than the amount or the

number of Shares, respectively, that Party A would have been required to pay or deliver, as the case may be, to Party B in the absence

of such assignment and/or transfer (as a result of a requirement for such permitted assignee to deduct or withhold tax or otherwise),

(ii) such permitted assignee provides such tax documentation and makes such tax representations on or prior to the effective time

of such transfer or assignment and at such later times specified herein which may be required or reasonably requested in order to allow

Party B to make a payment or delivery under this Master Forward Confirmation without any deduction or withholding for or on account of

any tax or with such deduction or withholding at a rate that does not exceed that applicable to Party A and (iii) such assignment

or transfer will not cause a deemed exchange of the Transaction under Section 1001 of the Code for Party B. Notwithstanding any other

provision in this Master Forward Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any

Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such

Shares or other securities and otherwise to perform Party A’s obligations in respect of a Transaction and any such designee

may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

Indemnity:

Party B agrees to indemnify Party A and

its affiliates (within the meaning of Rule 405 under the Securities Act), directors, officers and each person, if any, who controls

Party A (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) (Party A and each

such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages, liabilities

or expenses, joint or several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating

to, any breach of any covenant or representation made by Party B in this Master Forward Confirmation, any Supplemental Confirmation or

the Agreement and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses of a

single counsel for all Indemnified Parties) as they are incurred in connection with the investigation of and defense of any claim or any

action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Party B will not be liable under this

Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final and nonappealable judgment by

a court to have resulted from Party A’s gross negligence or willful misconduct. In no case will Party B be liable with respect to

any claims made against an Indemnified Party unless such Indemnified Party shall have notified Party B in writing within a reasonable

time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified

Person, but failure to notify Party B of any such claim (i) shall not relieve Party B from liability under this paragraph unless

and to the extent Party B did not otherwise learn of such claim and such failure results in the forfeiture by Party B of substantial rights

and defenses and (ii) shall not relieve Party B from any liability which it may have to such Indemnified Party otherwise than on

account of the indemnity agreement contained in this paragraph.

Party B will be entitled to participate

at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any such liability, but,

if Party B elects to assume the defense, such defense shall be conducted by counsel chosen by it; provided, however, that such counsel

shall be reasonably satisfactory to Party A. In the event that Party B elects to assume the defense of any such suit and retains such

counsel, Party A or affiliate or affiliates, director or directors, officer or officers, controlling person or persons, defendant or defendants

in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) Party B shall have specifically

authorized the retaining of such counsel or (ii) the parties to such suit include Party A or affiliate or affiliates, director or

directors, officer or officers or controlling person or persons and Party A or affiliate or affiliates, director or directors, officer

or officers or controlling person or persons and Party B have been advised by such counsel that one or more legal defenses may be available

to it or them which may not be available to Party B, in which case Party B shall not be entitled to assume the defense of such suit on

behalf of Party A or affiliate or affiliates, director or directors, officer or officers or controlling person or persons, notwithstanding

Party B’s obligation to bear the reasonable fees and expenses of such counsel, it being understood, however, that Party B shall

not, in connection with any one such suit or proceeding or separate but substantially similar or related actions or proceedings in the

same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more

than one separate firm of attorneys (and not more than one local counsel) at any time for Party A or affiliate or affiliates, director

or directors, officer or officers or controlling person or persons, which firm shall be designated in writing by Party A. Party B shall

not be liable to indemnify any person for any settlement of any such claim effected without Party B’s prior written consent, which

consent shall not be unreasonably withheld. Party B shall not, without the prior written consent of Party A or affiliate or affiliates,

director or directors, officer or officers or controlling person or persons, effect any settlement, compromise or consent to the entry

of judgment in any pending or threatened action, suit or proceeding in respect of which Party A or affiliate, director, officer or controlling

person is or could have been a party and indemnity was or could have been sought hereunder by Party A or affiliate, director, officer

or controlling person, unless such settlement, compromise or consent (x) includes an unconditional release of Party A or affiliate,

director, officer or controlling person from all liability on claims that are the subject matter of such action, suit or proceeding and

(y) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of Party A or affiliate,

director, officer or controlling person.

Notice:

Non-Reliance:

Applicable

Additional Acknowledgments:

Applicable

Agreements and Acknowledgments Regarding Hedging

Activities:

Applicable

4. The Agreement is further supplemented by the following provisions:

No Collateral or Setoff:

Notwithstanding Section 6(f) or

any other provision of the Agreement or any other agreement between the parties to the contrary, the obligations of Party B under the

Transactions are not secured by any collateral. Obligations under the Transactions shall not be set off against any other obligations

of the parties, whether arising under the Agreement, under this Master Forward Confirmation, under any Supplemental Confirmation, under

any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be set

off against obligations under any Transaction, whether arising under the Agreement, under this Master Forward Confirmation, under any

Supplemental Confirmation under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby

waives any such right of setoff. In calculating any amounts under Section 6(e) of the Agreement with respect to any Transaction,

notwithstanding anything to the contrary in the Agreement, (a) separate amounts shall be calculated as set forth in such Section 6(e) with

respect to (i) such Transaction and (ii) all other Transactions and (b) such separate amounts shall be payable pursuant

to Section 6(d)(ii) of the Agreement.

Status of Claims

in Bankruptcy:

Party A acknowledges and agrees that neither

this Master Forward Confirmation nor any Supplemental Confirmation is intended to convey to Party A rights with respect to the Transactions

contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Party B; provided, however,

that nothing herein shall limit or shall be deemed to limit Party A’s right to pursue remedies in the event of a breach by Party

B of its obligations and agreements with respect to this Master Forward Confirmation, any Supplemental Confirmation and the Agreement;

and provided further, that nothing herein shall limit or shall be deemed to limit Party A’s rights in respect of any transaction

other than the Transactions.

Limit on Beneficial

Ownership:

Notwithstanding any other provisions hereof,

Party A shall not have an interest in (within the meaning of NYSE Rule 312.04(e)) Shares hereunder and Party A shall not be entitled

to take delivery of any Shares deliverable hereunder in respect of any Transaction (in each case, whether in connection with the purchase

of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but

only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Post-Effective Limit

for such Transaction, (ii) the Section 16 Percentage would exceed 7.5% or (iii) Party A and each person subject to aggregation

of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party

A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16

of the Exchange Act and rules promulgated thereunder) in excess of the Threshold Number of Shares for such Transaction. Any purported

delivery hereunder in respect of any Transaction shall be void and have no effect to the extent (but only to the extent) that, after such

delivery, (i) the Share Amount would exceed the Post-Effective Limit for such Transaction, (ii) the Section 16 Percentage

would exceed 7.5% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares

for such Transaction. If any delivery owed to Party A hereunder in respect of any Transaction is not made, in whole or in part, as a result

of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as

promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after

such delivery, (i) the Share Amount would not exceed the Post-Effective Limit for such Transaction, (ii) the Section 16

Percentage would not exceed 7.5% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold

Number of Shares for such Transaction. The “Threshold Number of Shares” for any Transaction means a number of Shares

equal to 4.9% of the outstanding Shares on the Trade Date for such Transaction and shall be specified for each such Transaction in the

relevant Supplemental Confirmation for such Transaction. The “Section 16 Percentage” as of any day is the fraction,

expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other

person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange

Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be

a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent

that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder

results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day.

In addition, notwithstanding anything

herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding

paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond

in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Other Forward

Transactions:

Party A acknowledges that Party B has

entered into or may enter in the future into one or more substantially identical forward transactions on the Shares (each, an “Other

Forward” and, collectively, the “Other Forwards”) with one or more other forward purchasers. Party A and

Party B agree that if Party B designates a “Settlement Date” (or equivalent concept) with respect to one or more Other

Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept)

is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Forward(s) coincides for any

period of time with an Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party

A at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and the

length of such Overlap Unwind Period, and Party A shall be permitted to purchase Shares to unwind its hedge in respect of this Transaction

only on alternating Scheduled Trading Days during such Overlap Unwind Period, as notified to Party A by Party B at least one Exchange

Business Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every

other Scheduled Trading Day if there is only one Other Forward, every third Scheduled Trading Day if there are two Other Forwards, etc.).

New York General

Obligations Law:

Party B and Party A agree and acknowledge

that: (A) the Transactions contemplated by this Master Forward Confirmation will be entered into in reliance on the fact that this

Master Forward Confirmation and each Supplemental Confirmation hereto form a single agreement between Party B and Party A, and Party A

would not otherwise enter into such Transactions; (B) this Master Forward Confirmation, together with each Supplemental Confirmation

hereto, is a “qualified financial contract”, as such term is defined in Section 5-701(b)(2) of the New York General

Obligations Law; (C) each Supplemental Confirmation hereto, regardless of whether transmitted electronically or otherwise, constitutes

a “confirmation in writing sufficient to indicate that a contract has been made between the parties” hereto, as set forth

in Section 5-701(b)(3)(b) of the New York General Obligations Law; and (D) this Master Forward Confirmation and each Supplemental

Confirmation hereto constitute a prior “written contract”, as set forth in Section 5-701(b)(1)(b) of the New York

General Obligations Law, and each party hereto intends and agrees to be bound by this Master Forward Confirmation and such Supplemental

Confirmation.

Forward Placement

Notices:

Party B and Party A agree that, upon the

effectiveness of any accepted Forward Placement Notice relating to a Forward (as such term is defined in the Equity Distribution Agreement),

in respect of the Transaction to which such accepted Forward Placement Notice relates, each of the representations, warranties, covenants,

agreements and other provisions of this Master Forward Confirmation and the Supplemental Confirmation for such Transaction (including,

without limitation, the provisions above in Section 3 of this Master Forward Confirmation under the heading “Extraordinary

Dividends,” Party A’s right to designate a Termination Settlement Date in respect of such Transaction and the termination

of such Transaction following an Insolvency Filing) shall govern, and be applicable to, such Transaction as of the first Trading Day of

the Forward Hedge Selling Period for such Transaction as if the Trade Date for such Transaction were such first Trading Day. Notwithstanding

anything to the contrary in this Master Forward Confirmation, any Supplemental Confirmation, the Agreement, or the Definitions, if Party

A designates a Termination Settlement Date with respect to a Transaction (1) following the occurrence of an Event of Default or Termination

Event, other than an Insolvency Filing, and such Termination Settlement Date is to occur before the date that is one Settlement Cycle

after the last day of the Forward Hedge Selling Period for such Transaction or (2) prior to Party B’s execution of the Supplemental

Confirmation relating to such Transaction, then, for purposes of such Termination Settlement Date, a Supplemental Confirmation relating

to such Transaction reasonably completed by Party A (as if the Trade Date for such Transaction were the last day of the Forward Hedge

Selling Period on which the Forward Seller sold Forward Hedge Shares for such Transaction) shall, notwithstanding the provisions under

“Conditions to Effectiveness” above, be deemed to be immediately effective.

Wall Street

Transparency and Accountability Act:

In connection with Section 739 of

the Wall Street Transparency and Accountability Act of 2010 (the “WSTAA”), the parties hereby agree that neither the

enactment of the WSTAA or any regulation under the WSTAA, nor any requirement under the WSTAA or an amendment made by the WSTAA, shall

limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this

Master Forward Confirmation, any Supplemental Confirmation or the Agreement, as applicable, arising from a termination event, force majeure,

illegality, increased costs, regulatory change or similar event under this Master Forward Confirmation, any Supplemental Confirmation,

the Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from any Acceleration Event or Illegality

(as defined in the Agreement)).

Miscellaneous:

(a) Addresses for Notices. For the purpose of Section 12(a) of the Agreement:

Address for notices or communications

to Party A:

[Barclays Bank PLC

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Attn: Kevin Cheng

Telephone: (+1) 212-526-8627

Facsimile: (+1) 917-522-0458

Email: kevin.cheng@barclays.com]55

[Bank of Montreal

55 Bloor Street West, 18th Floor

Toronto, Ontario M4W 1A5

Canada

Attention:

Manager, Derivatives Operations

Telephone:

(416) 552-4177

Email:

BMOEquityLinked@bmo.com

with a copy to:

Bank of Montreal

100 King Street West, 20th Floor

Toronto, Ontario M5X 1A1

Canada

Attention:

Associate General Counsel & Managing Director,

Derivatives Legal Group

Facsimile:

(416) 956-2318

with a copy to:

BMO Capital Markets Corp.

151 West 42nd Street, 32nd Floor

New York, New York 10036

Attention:

Brian Riley

Telephone:

(212) 605-1414

Email:

BMOEquityLinked@bmo.com

55 Insert for Barclays.

with a copy to:

BMO Capital Markets

Corp.

151 West 42nd

Street, 32nd Floor

New York, New

York 10036

Attention: Legal

Department

Amendments. Section 12(a) of the Agreement

is hereby amended by deleting the parenthetical in the second line thereof and replacing it with “(except that a notice or other

communication under Section 5 or 6 may not be given by electronic messaging system).]56

[BNP Paribas

787 Seventh Avenue

New York, New York 10019]57

[Bank of America, N.A.

One Bryant Park, 8th Fl.

New York, NY 10036

Attention: Strategic Equity Solutions

Group

Telephone: 646-855-6770

Email: dg.issuer_derivatives_notices@bofa.com]58

[Nomura Global Financial Products, Inc.

309 West 49th Street

New York, NY 10019 Attention: Structured Equity Solutions

Email: cedamericas@nomura.com

With a copy (which shall not constitute notice) to:

Nomura Global Financial Products, Inc.

309 West 49th Street

New York, NY 10019

Attention: Equities Legal

Email: nyequitieslegal@nomura.com

And to:

BTIG, LLC

65 East 55th Street

New York, NY 10022

Attention: Equity Capital Markets

Email: BTIGUSATMTrading@btig.com

Or:

BTIG, LLC

350 Bush Street

San Francisco, CA 94104

Attention Equity Capital Markets

Email: BTIGUSATMTrading@btig.com

In either case with a copy (which shall not constitute

notice) to:

BTIG, LLC

350 Bush Street

San Francisco, CA 94104

Attention: General Counsel and Chief

Compliance Officer

Email: BTIGcompliance@btig.com

Email: IBLegal@btig.com]59

56 Insert for BMO.

57 Insert for BNP.

58 Insert for BofA.

59 Insert for BTIG.

[Citibank, N.A.

390 Greenwich Street

New York, NY 10013

Attn: Eric Natelson, Managing Director

Telephone: (212) 723-7310;

Email: eric.natelson@citi.com

with a copy to:

Attn: Theodore Finkelstein; Bianca Gotuaco

Telephone: (212)-723-1693; (212)-723-1132

Email: Theodore.finkelstein@citi.com; bianca.gotuaco@citi.com;

eq.us.corporates.middle.office@citi.com; eq.us.ses.notifications@citi.com]60

[Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198

Attention: Michael Voris, Equity Capital Markets Telephone: 212-902-4895

Facsimile: 212-256-5738

E-mail: michael.voris@gs.com

with a copy to:

Attn: Jan Debeuckelaer

Telephone: 212-934-0893

Facsimile: 212-256-5738

Email: jan.debeuckelaer@gs.com;

and

Attention: Garrett Cohen

Telephone: 212-357-3427

Facsimile: 212-256-5738

Email: garrett.cohen@gs.com

and add email notification to the following address:

Eq-derivs-notifications@ny.ibd.gs.com]61

[JPMorgan Chase Bank, National Association

EDG Marketing Support

Email: edg_notices@jpmorgan.com

edg_ny_corporate_sales_support@jpmorgan.com

Facsimile No: 866-886-4506

With a copy to:

Attention: Mr. Sanjeet S. Dewal

Title: Managing Director

Telephone No: 212-622-8783

Email: sanjeet.s.dewal@jpmorgan.com]62

60 Insert for Citi.

61 Insert for GS.

62 Insert for JPM.

[Mizuho Securities USA LLC

1271 Avenue of the Americas

New York, NY 10020

Attention: Kevin Mullane

Executive Director

Telephone: (212) 205-7645

Email: Kevin.Mullane@mizuhogroup.com

With a copy to:

Mizuho Markets Americas LLC

C/O Mizuho Securities USA LLC as agent

1271 Avenue of the Americas

New York, NY 10020

Attention: Equity Capital Markets Desk

Telephone: (212) 209-9300

Email: US-ECM@mizuhogroup.com]63

[Morgan Stanley & Co. LLC

1585 Broadway, 6th Floor

New York, NY 10036-8293

Attention: Joel Carter, Scott Finz

with a copy to:

Attention: Legal Department

and add email notifications to the

following addresses:

equitysolutions_notices@morganstanley.com;

Anthony.Cicia@morganstanley.com

Eric.D.Wang@morganstanley.com]64

[MUFG Securities EMEA plc

Ropemaker Place, 25 Ropemaker Street

London, EC2Y 9AJ, United Kingdom

Attention: Derivative Confirmations

Facsimile: docsconfirms@int.sc.mufg.jp

With a copy to: Jason.Stanger@mufgsecurities.com,

Sean.McElwaine@mufgsecurities.com,

and ECM@us.sc.mufg.jp]65

[For Notices:

RBC Capital Markets, LLC

Brookfield Place

200 Vesey Street

New York, NY 10281

Attention: ECM

Email: RBCECMCorporateEquityLinkedDocumentation@rbc.com

For Trade Affirmations and Settlements:

RBC Capital Markets, LLC

Brookfield Place

200 Vesey Street

New York, NY 10281

Attention: Back Office

Email: geda@rbccm.com

63 Insert for JPM.

64 Insert for MS.

65 Insert for MUFG.

For Trade Confirmations:

RBC Capital Markets, LLC

Brookfield Place

200 Vesey Street

New York, NY 10281

Attention: Structured Derivatives Documentation

Email: seddoc@rbccm.com]66

[The Bank of Nova Scotia

44 King Street West

Toronto, Ontario, Canada M5H 1H1

c/o Scotia Capital (USA) Inc., as Agent

250 Vesey Street, 24th Floor

New York, New York 10281

Attention: US Equity Derivatives

Email: John.kelly@scotiabank.com

Telephone: (212) 225-6664

with a copy to:

Email: BNSEquityConfirmations@scotiabank.com]67

[The Toronto-Dominion Bank

c/o TD Securities (USA) LLC, as Agent

1 Vanderbilt Avenue

New York, NY 10017

Attn: Global Equity Derivatives

Telephone: (646) 562-1504

Email: TDS_ATM@tdsecurities.com, TDUSA-GEDDelta1@tdsecurities.com,

Igor.Biselman@tdsecurities.com,

and Matthew.Birmingham@tdsecurities.com]68

[Truist Bank

50 Hudson Yards, 70th Floor

New York, New York 10001

Attn: Equity Capital Markets

dl.atm.offering@truist.com

With a copy to:

Rakesh Mangat

Managing Director

Tel: 212-303-0137

rakesh.mangat@truist.com]69

[Notwithstanding anything to the contrary in the Agreement,

all notices to Party A in

connection with the Transaction are effective only upon receipt of email message to

CorporateDerivativeNotifications@wellsfargo.com]70

66 Insert for RBC.

67 Insert for Scotia.

68 Insert for TD.

69 Insert for Truist.

70 Insert for WFS.

Address for notices

or communications to Party B:

Address: CenterPoint Energy, Inc.

1111 Louisiana

Houston, TX 77002

Attention: [●]

Telephone No.: [●]

Email: [●]

With a copy to:

Address: CenterPoint Energy, Inc.

1111 Louisiana

Houston, TX 77002

Attention: [●]

Telephone No.: [●]

Email: [●]

(b) Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable

law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Master Forward Confirmation

and/or any Supplemental Confirmation. Each party (i) certifies that no representative, agent or attorney of the other party has

represented, expressly or otherwise, that such other party would not, in the event of such a suit action or proceeding, seek to enforce

the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Master Forward Confirmation

and each Supplemental Confirmation by, among other things, the mutual waivers and certifications herein.

of J.P. Morgan Securities LLC with respect to the Transactions, Party B is hereby notified that such employee will act solely as an authorized

representative of JPMorgan Chase Bank, N.A. (and not as a representative of J.P. Morgan Securities LLC) in connection with the Transactions.]71

Acknowledgements:

The parties hereto intend for:

(a) each Transaction to be a “securities contract” as defined in Section 741(7) of Title

11 of the United States Code (the “Bankruptcy Code”), qualifying for the protections under Section 555 of the

Bankruptcy Code;

(b) a party’s right to liquidate each Transaction and to exercise any other remedies upon the occurrence

of any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as defined

in the Bankruptcy Code;

Bankruptcy Code; and

(d) all payments for, under or in connection with each Transaction, all payments for the Shares and the transfer

of such Shares to constitute “settlement payments” as defined in the Bankruptcy Code.

71 Insert for JPM.

Severability:

If any term, provision, covenant or condition

of this Master Forward Confirmation or any Supplemental Confirmation, or the application thereof to any party or circumstance, shall be

held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof

shall continue in full force and effect as if this Master Forward Confirmation and the related Supplemental Confirmation had been executed

with the invalid or unenforceable provision eliminated, so long as this Master Forward Confirmation and such related Supplemental Confirmation

as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this

Master Forward Confirmation and such Supplemental Confirmation and the deletion of such portion of the Master Forward Confirmation and/or

such Supplemental Confirmation will not substantially impair the respective benefits or expectations of parties to this Master Forward

Confirmation and such Supplemental Confirmation; provided, however, that this severability provision shall not be applicable

if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 to the extent that

it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.

U.S. Resolution Stay Protocol:

[The parties agree that (i) to the

extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”),

the terms of the Protocol are incorporated into and form a part of this Master Forward Confirmation, and for such purposes this Master

Forward Confirmation shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as Regulated

Entity and/or Adhering Party as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties

have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the

requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated

into and form a part of this Master Forward Confirmation, and for such purposes, the Agreement shall be deemed to be a Covered Agreement

and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar

term) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the

terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form

of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate Groups)” published by ISDA

on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and,

a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto

to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Master Forward Confirmation,

and for such purposes this Master Forward Confirmation shall be deemed a “Covered Agreement,” Party B shall be deemed a “Covered

Entity” and Party A shall be deemed a “Counterparty Entity.” In the event that, after the date of the Agreement and

this Master Forward Confirmation, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace

the terms of this paragraph. In the event of any inconsistencies between the Agreement and this Master Forward Confirmation and the terms

of the Protocol, the Bilateral Agreement or the Bilateral Terms (each, the “QFC Stay Terms”), as applicable,

the QFC Stay Terms will govern. Terms used in this paragraph without definition shall have the meanings assigned to them under the QFC

Stay Rules. For purposes of this paragraph, references to “the Agreement and this Master Forward Confirmation” include any

related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that

the terms of this paragraph shall be incorporated into any related covered affiliate credit enhancements, with all references to a party

replaced by references to the related covered affiliate support provider.

“QFC Stay Rules” means

the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions,

require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation

Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly

or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate

credit enhancements.]72

72 Insert for BofA, Citi, JPM, Mizuho, MS, TD and WFS [(Add

alternate language for [●].)]

[The terms of paragraph 3 of the ISDA

Canadian Jurisdictional Module to the ISDA Resolution Stay Jurisdictional Modular Protocol as published by ISDA on 28 July 2022 (the

“ISDA Canadian Jurisdictional Module”) are incorporated into and form a part of this Master Forward Confirmation effective

as of the Compliance Date (as defined in paragraph 2(c) of the ISDA Canadian Jurisdictional Module). For purposes of incorporating

the ISDA Canadian Jurisdictional Module, this Master Forward Confirmation shall be deemed to be a Covered Agreement, Party A shall be

deemed to be a Regulated Entity and Party B shall be deemed to be a Module Adhering Party. In the event of any inconsistences between

this Master Forward Confirmation, the Agreement and paragraph 3 of the ISDA Canadian Jurisdictional Module, the ISDA Canadian Jurisdictional

Module will prevail.]73

[(a)          Recognition

of the U.S. Special Resolution Regimes.

i.            In

the event that Party A becomes subject to a proceeding under (i) the Federal Deposit Insurance Act and the regulations promulgated

thereunder or (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder

(a “U.S. Special Resolution Regime”) the transfer from Party A of this Master Forward Confirmation, and any interest

and obligation in or under, and any property securing, this Master Forward Confirmation, will be effective to the same extent as the transfer

would be effective under the U.S. Special Resolution Regime if this Master Forward Confirmation, and any interest and obligation in or

under, and any property securing, this Master Forward Confirmation were governed by the laws of the United States or a state of the United

States.

ii.           In

the event that Party A or an Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, any Default Rights (as

defined in 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable (“Default Right”)) under this Master Forward Confirmation

that may be exercised against Party A are permitted to be exercised to no greater extent than such Default Rights could be exercised under

the U.S. Special Resolution Regime if this Master Forward Confirmation were governed by the laws of the United States or a state of the

United States.

(b)            Limitation

on Exercise of Certain Default Rights Related to an Affiliate’s Entry Into Insolvency Proceedings. Notwithstanding anything

to the contrary in this Master Forward Confirmation, the parties expressly acknowledge and agree that:

i.            Party

B shall not be permitted to exercise any Default Right with respect to this Master Forward Confirmation or any Affiliate Credit Enhancement

that is related, directly or indirectly, to an Affiliate of the Party A becoming subject to receivership, insolvency, liquidation, resolution,

or similar proceeding (an “Insolvency Proceeding”), except to the extent that the exercise of such Default Right would

be permitted under the provisions of 12 C.F.R. 252.84, 12 C.F.R. 47.5 or 12 C.F.R. 382.4, as applicable; and

ii.           Nothing

in this Master Forward Confirmation shall prohibit the transfer of any Affiliate Credit Enhancement, any interest or obligation in or

under such Affiliate Credit Enhancement, or any property securing such Affiliate Credit Enhancement, to a transferee upon or following

an Affiliate of Party A becoming subject to an Insolvency Proceeding, unless the transfer would result in the Party B being the beneficiary

of such Affiliate Credit Enhancement in violation of any law applicable to the Party B.

73 Insert for RBC and Scotia.

iii.          For

the purpose of this paragraph:

I.            “Affiliate”

is defined in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

II.           “Credit

Enhancement” means any credit enhancement or credit support arrangement in support of the obligations of Party A under or with

respect to this Master Forward Confirmation, including any guarantee, collateral arrangement (including any pledge, charge, mortgage or

other security interest in collateral or title transfer arrangement), trust or similar arrangement, letter of credit, transfer of margin

or any similar arrangement.

Protocol. If Party B has previously adhered to, or subsequently adheres to, the ISDA 2018 U.S. Resolution Stay Protocol as published

by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ISDA U.S. Protocol”),

the terms of such protocol shall be incorporated into and form a part of this Master Forward Confirmation and the terms of the ISDA U.S.

Protocol shall supersede and replace the terms of this section. For purposes of incorporating the ISDA U.S. Protocol, Party A shall be

deemed to be a Regulated Entity, Party B shall be deemed to be an Adhering Party, and this Master Forward Confirmation shall be deemed

to be a Protocol Covered Agreement. Capitalized terms used but not defined in this paragraph shall have the meanings given to them in

the ISDA U.S. Protocol.

(d)            Pre-existing

In-Scope Agreements. Party A and Party B agree that to the extent there are any outstanding “in-scope QFCs,” as defined

in 12 C.F.R. § 252.82(d), that are not excluded under 12 C.F.R. § 252.88, between Party A and Party B that do not otherwise

comply with the requirements of 12 C.F.R. § 252.2, 252.81–8 (each such agreement, a “Preexisting In-Scope Agreement”),

then each such Preexisting In-Scope Agreement is hereby amended to include the foregoing provisions in this section, with references to

“this Master Forward Confirmation” being understood to be references to the applicable Preexisting In-Scope Agreement.]74

Tax Matters:

(a) Payer Tax Representation. For the purpose of Section 3(e) of the Agreement, each of Party

A and Party B makes the following representation: “It is not required by any applicable law, as modified by the practice of any

relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax

from any payment (other than interest under Section 9(h) of the Agreement and any other payments of interest and penalty charges

for late payment) to be made by it to the other party under the Agreement. In making this representation, it may rely on (i) the

accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement; (ii) the satisfaction

of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document

provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement; and (iii) the satisfaction

of the agreement of the other party contained in Section 4(d) of the Agreement; provided that it shall not be a breach

of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under

Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.”

74 Insert for GS.

(b) For the purpose of Section 3(f) of the Agreement, each of Party A and Party B represent that

it is entering into this Agreement, including each Transaction, as principal and not as agent for any person or entity. In addition, for

the purpose of Section 3(f) of the Agreement:

(i) Party A makes the following representation(s):

(A) [It is a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of United

States Treasury Regulations) for U.S. federal income tax purposes.]75 [It is a U.S. limited liability company organized under

the laws of the State of Delaware. (B) For U.S. federal income tax purposes, it is a disregarded entity of Mizuho Americas LLC, a

limited liability company organized under the laws of the State of Delaware. For U.S. federal income tax purposes, Mizuho Americas LLC

has elected to be classified as a corporation and is a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of

United States Treasury Regulations).]76 [Each payment received or to be received in connection with this Master Forward Confirmation

will be effectively connected with its conduct of a trade or business carried on in the United States through a permanent establishment

in the United States.]77 [It is a “non-U.S. branch of a foreign person” as that term is used in Section 1.1441-4(a)(3)(ii) of

the United States Treasury Regulations, a “foreign person” as that term is used in Section 1.6041-4(a)(4) of the

United States Treasury Regulations and a “Qualified Derivatives Dealer”, as defined for purposes of Chapter 3 of the United

States Internal Revenue Code of 1986, as amended, and is acting as a principal with respect to each Transaction under this Master Forward

Confirmation. (B) No payment received or to be received by it under this Agreement will be effectively connected with the conduct

of a trade or business carried on by it within the United States. (C) It is treated as a corporation for United States federal income

tax purposes. (D) It certifies that Party B is not (and will not be) required to collect any US withholding tax with respect to any

adjustment or payment in respect of any dividends or distributions with respect to any Shares or any cash settlement payment. (E) It

is fully eligible for the benefits of the “Business Profits” or “Industrial and Commercial Profits” provision,

as the case may be, the “Interest” provision and/or the “Other Income” provision (if any) of the Specified Treaty

with respect to any payment described in such provision and received or to be received by it in connection with this Agreement and no

such payment is attributable to a trade or business carried on by it through a permanent establishment in the United States. The “Specified

Treaty” means the income tax convention or treaty between the Government of the United States and the Government of Japan.]78

[It is a national banking association organized or formed under the laws of the United States and is a United States resident and is treated

as a corporation for United States federal income tax purpose. Each payment received or to be received by it in connection with a Confirmation

will be effectively connected with its conduct of a trade or business in the United States.]79[It is a “foreign person”

(as that term is used in Section 1.6041-4(a)(4) of the United States Treasury Regulations) for United States federal income

tax purposes.]80 [Each payment received or to be received by it in connection with this Master Forward Confirmation and any

Supplemental Confirmation will be effectively connected with its conduct of a trade or business in the United States.]81

[It is a limited liability company duly organized and formed under the laws of the State of Delaware and is a disregarded entity for U.S.

federal income tax purposes. Its sole member is a corporation duly organized under the laws of the State of Delaware and is an exempt

recipient under Section 1.6049-4(c)(1)(ii) of the United States Treasury Regulations.]82

75 Insert for BofA, Citi, GS, JPM and Truist.

76 Insert for Mizuho.

77 Insert for RBC and Barclays.

78 Insert for MUFG.

79 Insert for WFS.

80 Insert for BMO and Scotia.

81 Insert for BMO and TD.

82 Insert for MS.

(B) It is a [national banking association organized and existing under the laws of the United States of America

and is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(M)]83 [U.S. limited liability company

for U.S. federal income tax purposes and is organized under the laws of the State New York]84[bank organized under the laws

of Canada and a corporation for U.S. federal income tax purposes]85 [“foreign person” (as that term is used in

Section 1.6041-4(a)(4) of the United States Treasury Regulations) and is treated as a corporation for United States federal

income tax purposes]86 [corporation organized and existing under the laws of the State of North Carolina and is an exempt

recipient within the meaning of United States Treasury Regulation Section 1.6049-4(c)(1)(ii).]87[is a chartered bank

organized under the laws of Canada and is treated as a corporation for U.S. federal income tax purposes.]88 [corporation

duly organized and validly existing under the laws of the State of Delaware and a U.S. person (as that term is defined in Section 7701(a)(30)

of the Code and used in Section 1.1441-4(a)(3)(ii) of the Treasury Regulations) for U.S. federal income tax purposes.]89

[corporation for U.S. federal income tax purposes.]90 [●].91

[(A) It is a banking societe anonyme organized

and existing under the laws of the Republic of France.

(B) It is classified as a corporation for United States

federal income tax purposes.

(C) It will identify by prior written notice or in the relevant Confirmation each Transaction as to which it is acting through an Office

located in the United States (including only the States thereof and the District of Columbia) and, with respect to such Transactions,

each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade

or business in the United States.

(D) With respect to Transactions that it has not identified pursuant to clause (C) above:

(1) Each payment received or to be received by it in connection with this Agreement will not be effectively connected with its conduct

of a trade or business in the United States.

83 Insert for BofA, Citi and JPM.

84 Insert for GS.

85 Insert for RBC

86 Insert for Barclays, BMO and Scotia.

87 Insert for Truist.

88 Insert for Scotia

89 Insert for Nomura

90 Insert for TD

91 Add alternate language for [●].

(2) It is (x) a “non-U.S. branch of a foreign person” as such term is used in Section 1.1441-4(a)(3)(ii) of

the U.S. Treasury Regulations and (y) a “foreign person” as such term is used in Section 1.6041-4(a)(4) of

the U.S. Treasury Regulations.

(3) It is fully eligible for the benefits of the “Business Profits” or “Industrial and Commercial Profits” provision,

as the case may be, the “Interest” provision or the “Other Income” provision (if any) of the Specified Treaty

with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement and no

such payment is attributable to a trade or business carried on by it through a permanent establishment in the Specified Jurisdiction.

“Specified Treaty” means the Tax

Convention between the United States of America and the Republic of France.

“Specified Jurisdiction” means

the United States of America.]92

(ii) Party B makes the following representation(s):

(A) It is a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of United

States Treasury Regulations) for U.S. federal income tax purposes.

(B) It is a corporation for U.S. federal income tax purposes and is organized under the laws of the State

of Texas and is an exempt recipient under Treasury Regulation Section 1.6049-4(c)(1)(ii)(A).

Tax Compliance Act and Foreign Investment in Real Property Tax Act. “Tax” as used in Part (a) of this Tax Matters

section (Payer Tax Representation) and “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include

any U.S. federal withholding tax imposed or collected pursuant to Sections 897, 1445 or 1471 through 1474 of the U.S. Internal Revenue

Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement

entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted

pursuant to any intergovernmental agreement entered into in connection with the implementation of Sections 1471 through 1474 of the Code

(a “FATCA/FIRPTA Withholding Tax”). For the avoidance of doubt, a FATCA/FIRPTA Withholding Tax is a Tax the deduction

or withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.]93

[Withholding Tax imposed on payments

to non-US counterparties. “Tax” as used in Part (a) of this Tax Matters section (Payer Tax Representation) and

“Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include (i) any U.S. federal withholding

tax imposed or collected pursuant to Sections 897, 1445 or 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the

“Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant

to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental

agreement entered into in connection with the implementation of Sections 1471 through 1474 of the Code (a “FATCA/FIRPTA Withholding

Tax”), (ii) any US federal withholding tax with respect to any adjustment or payment in respect of any dividends or distributions

with respect to any Shares or any cash settlement payment (a “Dividend Tax”), or (iii) any US federal withholding

tax with respect to any amounts treated as interest for US federal income tax purposes (an “Interest Tax”). For the

avoidance of doubt, a FATCA/FIRPTA Withholding Tax, a Dividend Tax and an Interest Tax are each a Tax the deduction or withholding of

which is required by applicable law for the purposes of Section 2(d) of the Agreement.]94

92 Insert for BNP.

93 Delete for MUFG.

94 Insert for MUFG.

(d) HIRE Act. The parties agree that the provisions and amendments contained in the Attachment (the

“Attachment”) to the ISDA 2015 Section 871(m) Protocol published by the International Swaps and Derivatives

Association, Inc. on November 2, 2015 and available at www.isda.org, as may be amended, supplemented, replaced or superseded

from time to time (the “871(m) Protocol”) are incorporated into and apply to the Agreement with respect to each

Transaction as if set forth in full herein. The parties further agree that, solely for purposes of applying such provisions and amendments

to the Agreement with respect to each Transaction, (1) capitalized terms used in the Attachment but not defined the Attachment (or

in this Master Forward Confirmation) shall have the meanings given to them in the 871(m) Protocol, (2) references to “Covered

Master Agreement” in the Attachment will be deemed to be references to the Agreement with respect to each Transaction, (3) the

reference in the Attachment to “Part 2(a)(i) of the Schedule to each 2002 ISDA Master Agreement and Part 2(a) of

the Schedule to each 1992 ISDA Master Agreement” shall be deemed to be a reference to Part (a) of this Tax Matters section

(Payer Tax Representation) and (4) references to the “Implementation Date” in the Attachment will be deemed to be references

to the Trade Date of each Transaction. For greater certainty, if there is any inconsistency between this provision and the provisions

contained in any other agreement between the parties with respect to each Transaction, this provision shall prevail unless such other

agreement expressly overrides the provisions of the Attachment to the 871(m) Protocol.

(e) Tax documentation. For the purposes of Sections 4(a)(i) of the Agreement, Party B shall provide

to Party A a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, (i) on or before the

date of execution of this Master Forward Confirmation; (ii) promptly upon reasonable demand by the other party; and (iii) promptly

upon learning that any such tax form previously provided has become inaccurate or incorrect. For the purposes of Sections 4(a)(i) of

the Agreement, Party A shall provide to Party B [both for itself and for Agent]95 a valid, complete and duly executed U.S.

Internal Revenue Service Form [W-8ECI]96 [W-8IMY (certifying its status as a “qualified derivates dealer,”

checking the box on line 16a (or the analogous box on a successor form), including a withholding statement identifying this Master Forward

Confirmation, and claiming benefits under the Specified Treaty)]97 [W-9 (establishing an exemption from backup withholding)]98

[, or any successor thereto, reasonably satisfactory to Party B]99 [W-9 (or successor thereto) with respect to itself (reflecting

Mizuho Americas LLC as its regarded owner) and with respect to MSUSA in each case reasonably satisfactory to Party B]100

(i) on or before the date of execution of this Master Forward Confirmation; (ii) promptly upon reasonable demand by Party B;

and (iii) promptly upon learning that any such tax form previously provided by Party A has become inaccurate or incorrect. Furthermore,

for the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, each party shall, promptly upon reasonable demand by the

other party, provide any other tax form or document, accurately completed and in a manner reasonably satisfactory to such other party,

that may be required or reasonably requested in order to allow such party to make a payment under this Master Forward Confirmation without

any deduction or withholding for or on account of any tax or with such deduction or withholding at a reduced rate.

95 Insert for RBC, Barclays and Citi.

96 Insert for BMO, BNP, RBC, Barclays and Scotia.

97 Insert for MUFG.

98 Insert for BofA, Citi, JPM, and WFS.

99 Delete for Mizuho.

100 Insert for Mizuho.

(f) Change of Account. Section 2(b) of the Agreement is hereby amended (1) by the addition

of the following after the word “delivery” in the first line thereof: “to another account in the same legal and tax

jurisdiction” and (2) by the addition of the following after the word “change” in the fourth line thereof: “;

provided that if a new account of one party is not in the same tax jurisdiction as the original account, the other party shall not be

obliged to pay, for tax reasons, any greater amount and shall not be obliged to accept any lesser amount as a result of such change than

would have been the case if such change had not taken place.”

[Additional Provisions.

(a) MSUSA received or will receive other remuneration from MMA in relation to this Master Forward Confirmation

and each Transaction hereunder. The amount and source of such other remuneration will be furnished upon written request.

(b) Party B understands and agrees that MSUSA will act as agent for both parties with respect to each Transaction

and has no obligation, by way of issuance, endorsement, guarantee or otherwise with respect to the performance of either party under any

Transaction. MSUSA shall have no responsibility or personal liability to Party B arising from any failure by MMA to pay or perform any

obligations hereunder or to monitor or enforce compliance by MMA or Party B with any obligation hereunder, including, without limitation,

any obligations to maintain collateral. MSUSA is so acting solely in its capacity as agent for Party B and MMA pursuant to instructions

from Party B and MMA. Each of MMA and Party B agrees to proceed solely against the other to collect or recover any securities or monies

owing to it in connection with or as a result of a Transaction.

all communications relating to each Transaction or the Agreement shall be transmitted exclusively

through MSUSA at 1271 Avenue of the Americas, New York, NY 10020, c/o Equity Capital Markets

Desk, (212) 209-9300, Stephen.roney@mizuhogroup.com.

(d) MMA hereby provides notice that (a) except as otherwise agreed in writing by MMA and Party B,

MMA may commingle, repledge or otherwise use any collateral Party B provides in its business; (b) in the event of MMA’s failure,

Party B will likely be considered an unsecured creditor of MMA as to that collateral; (c) the Securities Investor Protection Act

of 1970 (“SIPA”) does not protect Party B and MMA is not a member of the Securities Investor Protection Corporation (“SIPC”);

and (d) the collateral will not be subject to the requirements of U.S. Securities Exchange Act Rules 8c-1 (Hypothecation of

customers’ securities), 15c2-1 (Hypothecation of customers’ securities), or 15c3-3 (Customer protection – reserves and

custody of securities).]101

[Additional Provisions

Royal Bank of Canada (“RBC”

or the “Bank”) has appointed as its agent, its indirect wholly-owned subsidiary, RBC Capital Markets, LLC (“RBCCM”),

for purposes of conducting on the Bank’s behalf, a business in privately negotiated transactions in options and other derivatives.

Party B is hereby advised that RBC, the principal and stated counterparty in such transactions, duly has authorized RBCCM to market, structure,

negotiate, document, price, execute and hedge transactions in over-the-counter derivative products. RBCCM has full, complete and unconditional

authority to undertake such activities on behalf of RBC. RBCCM acts solely as agent and has no obligation, by way of issuance, endorsement,

guarantee or otherwise with respect to the performance of either party under this Transaction. This Transaction is not insured or guaranteed

by RBCCM.]102

101 Insert for Mizuho.

102 Insert for RBC.

[Additional Provisions]103

(a) [2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol. The parties agree

that the terms of the Attachment to the [2020 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by ISDA

on 17 December 2020]104 [2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by

ISDA on July 19, 2013]105 (“EMIR Protocol”) apply to the Agreement as if the parties had adhered

to the EMIR Protocol without amendment. In respect of the Attachment to the EMIR Protocol, (i) the definition of “Adherence

Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this clause (a) (and

references to “such party’s Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references

to “adheres to the Protocol” shall be deemed to be “enters into the Agreement”, (iii) references to “Protocol

Covered Agreement” shall be deemed to be references to the Agreement (and each “Protocol Covered Agreement” shall be

read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date of this

Master Forward Confirmation. For the purposes of this clause (a):

(i) Party A is a Portfolio Data Sending Entity and Party B is a Portfolio Data Receiving Entity.

(ii) Party A and Party B may use a Third Party Service Provider, and each of Party A and Party B

consents to such use, including the communication of the relevant data in relation to Party A and Party B to such Third Party Service

Provider for the purposes of the reconciliation services provided by such entity.

(iii) The Local Business Days for such purposes in relation to Party A are [For MUFG: London] [For

Barclays: New York] and in relation to Party B, are [New York] [and] [●].

(iv) The provisions in this paragraph shall survive the termination of this Master Forward Confirmation.

(v) The following are the applicable email addresses:

Portfolio Data:

Party A:                         [For

MUFG: OPS-ClientValuations@int.sc.mufg.jp]

[For Barclays: MarginServicesPortRec@barclays.com

[For BNP: portfoliorec.eu@uk.bnpparibas.com]

Party B:                          [●]

Notice of discrepancy:

Party A:                         [For

MUFG: OPS-ClientValuations@int.sc.mufg.jp]

[For Barclays: PortRecDiscrepancy@barclays.com]

[For BNP: portfoliorec.eu@uk.bnpparibas.com]

Party B:                          [●]

Dispute Notice:

Party A:                         [For

MUFG: OPS-ClientValuations@int.sc.mufg.jp]

[For Barclays: EMIRdisputenotices@barclays.com]

[For BNP: portfoliorec.eu@uk.bnpparibas.com]

Party B:                          [●]]106

103 Insert for Barclays and MUFG.

104 Insert for Barclays.

105 Insert for MUFG.

106 Insert for Barclays, BNP and MUFG.

(b) NFC Representation Protocol. [Party B represents and warrants to Party A (which representation

and warranty will be deemed to be made under the Agreement and repeated at all times while any “Transaction” under any Confirmation

under the Agreement remains outstanding, unless Party B notifies Party A promptly otherwise of any change in its status from that

represented) that:

(i) it is an entity established outside the European Union and the United Kingdom of Great Britain and Northern

Ireland (the “UK”) that would constitute (i) a non-financial counterparty (as such term is defined in Regulation

(EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories dated

4 July 2012 (“EMIR”)) if it were established in the European Union, and (ii) a non-financial counterparty

(as defined in EMIR as it forms part of ‘retained EU law’ (as defined in the European Union (Withdrawal) Act 2018 (as amended

from time to time)) (“UK EMIR”)) if it were established in the United Kingdom; and

(ii) as at the date of the trade, the entity would not have executed a sufficient amount of derivative activity

such that the month-end average notional during the previous 12 months would classify the entity as exceeding the “clearing”

threshold, as established by EMIR or UK EMIR, as relevant, if the entity were established in the European Union or the United Kingdom.]107

[The parties agree that the provisions

set out in the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC

Representation Protocol”) shall apply to the Agreement as if each party were an Adhering Party under the terms of the NFC Representation

Protocol. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be

deleted and references to “Adherence Letter” shall be deemed to be to this clause (b) (and references to “the

relevant Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres

to the Protocol” shall be “enters into the Agreement”, (iii) references to “Covered Master Agreement”

shall be deemed to be references to the Agreement (and each “Covered Master Agreement” shall be read accordingly), and (iv) references

to “Implementation Date” shall be deemed to be references to the date of this Master Forward Confirmation. Party B confirms

that it enters into this Master Forward Confirmation as a party making the NFC Representation (as such term is defined in the NFC Representation

Protocol). Party B shall promptly send any required notification of any change to its status as a party making the NFC Representation

under the NFC Representation Protocol to Party A (with a copy to [MUSICMP.EMIREnquiries@int.sc.mufg.jp).]108

to the contrary herein or in the Agreement or any non-disclosure, confidentiality or other agreements entered into between the parties

from time to time, each party hereby consents to the Disclosure of information (the “Reporting Consent”):

(i) to the extent required by, or necessary in order to comply with, any applicable law, rule or regulation

which mandates Disclosure of transaction and similar information or to the extent required by, or necessary in order to comply with, any

order, request or directive regarding Disclosure of transaction and similar information issued by any relevant authority or body or agency

(“Reporting Requirements”); or

(ii) to and between the other party’s head office, branches or affiliates; to any person, agent, third

party or entity who provides services to such other party or its head office, branches or affiliates; to a Market; or to any trade data

repository or any systems or services operated by any trade repository or Market, in each case, in connection with such Reporting Requirements.

107 Insert for Barclays.

108 Insert for MUFG.

“Disclosure” means

disclosure, reporting, retention, or any action similar or analogous to any of the aforementioned.

“Market” means any

exchange, regulated market, clearing house, central clearing counterparty or multilateral trading facility.

Disclosures made

pursuant to this Reporting Consent may include, without limitation, Disclosure of information relating to disputes over transactions between

the parties, a party’s identity and certain transaction and pricing data and may result in certain anonymous information becoming

available to the public or to recipients in a jurisdiction which may have a different level of protection for personal data from that

of the relevant party’s home jurisdiction.

This Reporting

Consent shall be deemed to constitute an agreement between the parties with respect to Disclosure in general and shall survive the termination

of this Master Forward Confirmation. No amendment to or termination of this Reporting Consent shall be effective unless such amendment

or termination is made in writing between the parties and specifically refers to this Reporting Consent.]109

[Bail-In Protocol

The parties agree that the provisions

set out in the attachment (the “Attachment”) to the ISDA 2016 Bail-in Article 55 BRRD Protocol (Dutch/French/German/Irish/Italian/Luxembourg/Spanish/UK

entity-in-resolution version) are incorporated into and form part of the Agreement, provided that the definition of “UK Bail-in

Power” in the Attachment shall be deleted and replaced with the following definition:

“UK Bail-in Power”

means any write-down or conversion power existing from time to time (including, without limitation, any power to amend or alter the maturity

of eligible liabilities of an institution under resolution or amend the amount of interest payable under such eligible liabilities or

the date on which interest becomes payable, including by suspending payment for a temporary period) under, and exercised in compliance

with, any laws, regulations, rules or requirements (together, the “UK Regulations”) in effect in the United Kingdom,

including but not limited to, the Banking Act 2009 as amended from time to time, and the instruments, rules and standards created

thereunder, pursuant to which the obligations of a regulated entity (or other affiliate of a regulated entity) can be reduced (including

to zero), cancelled or converted into shares, other securities, or other obligations of such regulated entity or any other person.

A reference to a “regulated entity”

is to any BRRD Undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation Authority

or to any person falling within IFPRU 11.6, of the FCA Handbook promulgated by the United Kingdom Financial Conduct Authority, both as

amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies.

The Agreement shall be deemed a “Protocol

Covered Agreement” for the purposes of the Attachment and the Implementation Date for the purposes of the Attachment shall be deemed

to be the date of this Master Forward Confirmation. In the event of any inconsistencies between the Attachment and the other provisions

of the Agreement, the Attachment will prevail.

109 Insert for MUFG.

Contractual Recognition of UK Stay

Resolution

Notwithstanding anything contained in

the Agreement, the parties agree that the provisions of the 2020 UK (PRA Rule) Jurisdictional Module (the “UK Module”)

published by the International Swaps and Derivatives Association, Inc. on 22 December 2020, as amended from time to time, shall

be deemed to be incorporated into the Agreement as if references in those provisions to “Covered Agreement” were references

to the Agreement, and on the basis that: (i) Party A shall be treated as a “Regulated Entity” and as a “Regulated

Entity Counterparty” with respect to Party B, (ii) Party B shall be treated as a “Module Adhering Party”, and (iii) references

to the “Implementation Date” in the UK Module shall be deemed to be the date of this Master Forward Confirmation.]110

[Contractual Recognition of Bail-In

(United Kingdom)

(a) Notwithstanding anything to the contrary in the Agreement or in any other agreement, arrangement or understanding

among the parties, each party acknowledges and accepts that liabilities arising under the Agreement (other than Excluded Liabilities)

may be subject to the exercise of the UK Bail-in Power by the relevant resolution authority and agrees and consents to, and acknowledges

and accepts to be bound by, any Bail-in Action and the effects thereof (including any variation, modification and/or amendment to the

terms of the Agreement as may be necessary to give effect to any such Bail-in Action), which if the Bail-in Termination Amount is payable

by the BRRD Party to the Creditor Counterparty may include, without limitation:

(i) a reduction, in full or in part, of the Bail-in Termination Amount; and/or

(ii) a conversion of all, or a portion of, the Bail-in Termination Amount into shares or other instruments

of ownership, in which case the Creditor Counterparty acknowledges and accepts that any such shares or other instruments of ownership

may be issued to or conferred upon it as a result of the Bail-in Action.

(b) Each party acknowledges and accepts that this provision is exhaustive on the matters described herein

to the exclusion of any other agreements, arrangements or understanding between the parties relating to the subject matter of the Agreement

and that no further notice shall be required between the parties pursuant to the Agreement in to order to give effect to the matters described

herein.

(i) the relevant resolution authority determines that the liabilities arising under the Agreement may be subject

to the exercise of the UK Bail-in Power pursuant to the law of a third country governing such liabilities or a binding agreement concluded

with such third country and in either case the UK Regulations have been amended to reflect such determination; and/or

(ii) the UK Regulations have been repealed or amended in such a way as to remove the requirement for either

party to give or obtain the acknowledgements and acceptances contained in paragraphs (a) and (b).

(d) Definitions.

“Bail-in Action”

means the exercise of the UK Bail-in Power by the relevant resolution authority in respect of any transaction under the Agreement.

110 Insert for Barclays.

“Bail-in Termination Amount”

means the early termination amount or early termination amounts (howsoever described), together with any accrued but unpaid interest thereon,

in respect of all transactions (or if the Bail-in Action is exercised only with respect to transactions in one or more netting sets, all

transactions relating to such netting set(s), as applicable) under the Agreement (before, for the avoidance of doubt, any such amount

is written down or converted by the relevant resolution authority).

“BRRD” means Article 55

of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“BRRD Party” means

the party in respect of which the UK Bail-in Power has been exercised by the relevant resolution authority.

“Creditor Counterparty”

means the party which is not the BRRD Party.

“Excluded Liabilities”

means liabilities excluded from the scope of the contractual recognition of bail-in requirement pursuant to the UK Regulations.

“UK Bail-in Power”

means any write-down or conversion power existing from time to time (including, without limitation, any power to amend or alter the maturity

of eligible liabilities of an institution under resolution or amend the amount of interest payable under such eligible liabilities or

the date on which interest becomes payable, including by suspending payment for a temporary period) under, and exercised in compliance

with, the UK Regulations.

“UK Regulations”

means any laws, regulations, rules or requirements in effect in the United Kingdom relating to the transposition of the BRRD as amended

from time to time, including but not limited to, the Banking Act 2009 as amended from time to time, and the instruments, rules and

standards created thereunder, pursuant to which the obligations of a regulated entity (or other affiliate of a regulated entity) can be

reduced (including to zero), cancelled or converted into shares, other securities, or other obligations of such regulated entity or any

other person.

A reference to a “regulated entity”

is to any BRRD Undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation Authority

or to any person falling within IFPRU 11.6, of the FCA Handbook promulgated by the United Kingdom Financial Conduct Authority, both as

amended from time to time, which includes certain credit institutions, investment firms, and certain of their parent or holding companies.

Special Resolution Regime Termination

Right

(a) Upon the occurrence of a Crisis Prevention Measure, Crisis Management Measure or a Recognised Third-Country

Resolution Action (each as defined in section 48Z(1) of the U.K. Banking Act 2009) and/or any Bail-in Action in relation to

Party A, Party B shall be entitled to exercise termination rights under, or rights to enforce its rights, in connection with the Agreement,

to the extent that it would be entitled to do so under the Special Resolution Regime (as defined in the U.K. Banking Act 2009) if the

Agreement were governed by the laws of any part of the United Kingdom.

(b) For the purposes of clause (a) above, Section 48Z of the U.K. Banking Act 2009 is to be disregarded

to the extent that it relates to a Crisis Prevention Measure other than the making of a "mandatory reduction instrument" by

the Bank of England under section 6B of the U.K. Banking Act 2009.]111

111 Insert for MUFG.

[Role of Agent

Each of Party A and Party B acknowledges

to and agrees with the other party hereto and to and with the Agent that (i) the Agent is acting as agent for Party A under each

Transaction pursuant to instructions from such party, (ii) the Agent is not a principal or party to any Transaction, and may transfer

its rights and obligations with respect to any Transaction, (iii) the Agent shall have no responsibility, obligation or liability,

by way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under any Transaction,

(iv) Party A and the Agent have not given, and Party B is not relying (for purposes of making any investment decision or otherwise)

upon, any statements, opinions or representations (whether written or oral) of Party A or the Agent, other than the representations expressly

set forth in this Master Forward Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party,

and not the Agent, to collect or recover any money or securities owed to it in connection with any Transaction. Each party hereto acknowledges

and agrees that the Agent is an intended third party beneficiary hereunder. Party B acknowledges that the Agent is an affiliate of Party

A. Party A will be acting for its own account in respect of this Master Forward Confirmation and the Transactions contemplated hereunder.

Regulatory Provisions

The time of dealing for each Transaction

will be confirmed by Party A upon written request by Party B. The Agent will furnish to Party B upon written request a statement as to

the source and amount of any remuneration received or to be received by the Agent in connection with any Transaction.

Method of Delivery

Whenever delivery of funds or other assets

is required hereunder by or to Party B, such delivery shall be effected through the Agent. In addition, all notices, demands and communications

of any kind relating to each Transaction between Party A and Party B shall be transmitted exclusively through the Agent.]112

[Capacity of Dealer

The parties acknowledge and agree that

Party A is not a U.S. registered broker-dealer and that its participation in the Agreement and any Transaction is pursuant and subject

to Rule 15a-6. Further, the parties acknowledge and agree that Party A’s U.S. registered broker-dealer affiliate, MUFG Securities

Americas Inc. (its “U.S. Affiliate”), will act as Party A’s chaperone for purposes of the activities contemplated

in the Agreement and that any reference to any obligation of Party A in the Agreement shall, to the extent that such obligations are

required to be carried out by a registered broker or dealer under Rule 15a-6, be deemed to be a requirement that Party A procure

that its U.S. Affiliate perform such obligations. Such obligations include but are not limited to effecting transactions, issuing confirmations,

maintaining books and records, participating in oral communications, and obtaining certain representations and consents.]113

[Additional Provisions

No Insurance or Guaranty

Party B understands, agrees and acknowledges

that no obligations of Party A to it hereunder shall be entitled to the benefit of deposit insurance and that such obligations shall

not be guaranteed by any affiliate of Party A or any governmental agency.

112 Insert for Barclays.

113 Insert for MUFG.

Agent

Party A is entering the Confirmation through

its Agent. Each of Party A and Party B acknowledges to and agrees with the other party hereto and to and with the Agent that (i) the

Agent is acting as agent for Party A under each Transaction pursuant to instructions from Party A, (ii) the Agent is not a principal

or party to any Transaction, and may transfer its rights and obligations with respect to such Transaction, (iii) the Agent shall

have no responsibility, obligation or liability, by way of issuance, guaranty, endorsement or otherwise in any manner with respect to

the performance of either party under any Transaction, (iv) Party A and the Agent have not given, and Party B is not relying (for

purposes of making any investment decision or otherwise) upon, any statements, opinions or representations (whether written or oral) of

Party A or the Agent, other than the representations expressly set forth in this Master Forward Confirmation or the Agreement, and (v) each

party agrees to proceed solely against the other party, and not the Agent, to collect or recover any money or securities owed to it in

connection with each Transaction. Party B acknowledges that the Agent is an affiliate of Party A. Party A will be acting for its own account

in respect of this Master Forward Confirmation and each Transaction contemplated hereunder. The Agent will furnish to Party B upon

written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with

each Transaction.]114

[Additional Provisions

Role of Agent

Party A has acted, and will act, as principal

in respect of this Confirmation and the Transaction, and Scotia Capital (USA) Inc., its affiliate, is acting as agent for Party A (the

“Agent”). With respect to the Agent, each of Party B and Party A acknowledges to and agrees with the other party hereto and

with the Agent that (i) the Agent is acting as agent for Party A under the Transaction pursuant to instructions from Party A, (ii) the

Agent is not a principal or party to this Confirmation or the Transaction, (iii) the Agent shall have no responsibility, obligation

or liability, by way of issuance, guaranty, endorsement or otherwise in any manner, to either party in respect of this Confirmation or

the Transaction, (iv) Party A and the Agent have not given, and Party B is not relying (for purposes of making any investment decision

or otherwise) upon, any statements, opinions or representations (whether written or oral) of Party A or the Agent, other than the representations

expressly set forth in this Confirmation or the Agreement and (v) each party agrees to proceed solely against the other party, and

not the Agent, to collect or recover any money or securities owed to it in connection with the Transaction. Each party hereto acknowledges

and agrees that the Agent is an intended third party beneficiary under this Confirmation. Party A is not a member of the Securities Investor

Protection Corporation.]115

[Additional Provisions

Contractual Recognition of Stay

in Resolution

With respect to the Agreement, each

party agrees to the application of subsections 39.15(7.1) to (7.104) and (7.11) of the Canada Deposit Insurance Corporation Act, RSC,

1985, c. C-3 in relation to the actions that the parties may take.]116

114 Insert for Citi.

115 Insert for Scotia

116 Insert for BMO and TD.