Common use of Limitations on Certain Acquisitions by Shareholder Clause in Contracts

Limitations on Certain Acquisitions by Shareholder. Dynegy and Shareholder covenant and agree that: (a) Shareholder may freely acquire, or permit any Affiliate of Shareholder to acquire, by purchase or otherwise, any securities of Dynegy or become affiliated with any Person who owns securities of Dynegy, so long as Shareholder and its Affiliates do not collectively beneficially own (including any securities of other Persons with whom Shareholder or its Affiliates are affiliated) securities representing more than 40% of the total combined voting power of the outstanding voting securities of Dynegy (the “Ownership Threshold”). (b) Shareholder shall not, directly or indirectly, acquire, offer or propose to acquire, solicit an offer to sell, become a “participant” in a “solicitation” of proxies, as those terms are defined in Rule 14a-11 and 14a-1, respectively, under the Exchange Act, in respect of any voting securities of Dynegy that may be outstanding and entitled to vote relating to any of the foregoing, or otherwise agree to acquire by purchase or otherwise (or permit any Affiliate of Shareholder to undertake any of such actions) any securities of Dynegy in excess of 40% of the total combined voting power of the outstanding voting securities of Dynegy; provided, however, that Shareholder shall be entitled to make a Qualified Offer in accordance with Section 2.1(c). (i) In connection with any Qualified Offer, Shareholder shall deliver the Qualified Offer in writing to Dynegy. If Dynegy does not accept such offer in writing within 30 days after receipt, such offer shall be deemed withdrawn and Shareholder shall elect for Dynegy to either: (A) conduct an Auction in which Shareholder may participate but shall have no special priority or other rights vis-a-vis other bidders, or (B) conduct an Auction in which Shareholder shall not participate but at the conclusion thereof Shareholder shall have the right to acquire all of the outstanding voting securities of Dynegy at a purchase price per share equal to 105% of the purchase price per share set forth in the bid selected by Dynegy’s Board of Directors and in such event, Dynegy’s Board of Directors shall approve promptly and in any case within 10 days of Shareholder’s request in writing made within 10 days of the conclusion of any such Auction (written notice of such conclusion to be given immediately by Dynegy to Shareholder) entering into a definitive agreement with Shareholder for such a transaction containing customary terms and conditions, and Dynegy shall, within 2 days of the approval of its Board of Directors of such an agreement, execute and deliver the same to Shareholder; such terms and conditions shall include a termination fee of 5 percent of the aggregate value of Dynegy as evidenced by the per share value payable by Shareholder under the agreement and a right of Dynegy to terminate the transaction and pay such termination fee to Shareholder if Dynegy’s Board of Directors determines that it is necessary for Dynegy to so terminate the agreement in order for the Board to properly discharge its fiduciary duties. In the event of any such termination by Dynegy, Shareholder may, in its discretion, proceed with a tender or exchange offer for all of the common stock of Dynegy which Shareholder does not own at such price as it shall choose irrespective of any other provisions of this Agreement and shall be free to pursue any other rights and remedies which it may then have against Dynegy arising from such termination; Shareholder shall not be obligated to tender its shares to such other bidder nor to vote in favor of any other transaction in the event of such termination. (ii) Any Auction shall be subject to the following provisions: (A) The Auction shall be completed within 120 days after Dynegy receives the Qualified Offer and the corresponding sale shall close within 60 days after completion of the Auction. (B) If Dynegy does not receive an offer acceptable to its Board of Directors in an Auction conducted pursuant to Section 2.1(c) within 120 days after Dynegy receives a Qualified Offer, Shareholder may either (I) proceed with its Qualified Offer (which may take the form of a tender offer or exchange offer) and close such purchase within 60 days thereafter, or (II) reinitiate the process by submitting a new Qualified Offer. (C) If Shareholder is not the successful bidder in an Auction conducted pursuant to Sections 2.1(c) or (B) or does not elect to purchase in the Auction, Shareholder agrees that it shall vote its Class B Shares in favor of the successful bidder’s transaction and not exercise dissenter’s rights, shall tender its shares (in the event of a tender offer), and otherwise shall reasonably cooperate in consummating the transaction. (D) Dynegy and Shareholder agree that the purchase price set forth in a Qualified Offer is highly confidential and, as such, Dynegy and Shareholder (and each of their Affiliates) shall not, to the extent legally permissible, disclose such purchase price to any Person without the prior written consent of the other party. (E) To the extent that a successful bidder proposes a purchase price that is not solely for cash, the stock and cash components of such bid shall be substantially equivalent in value (on a per share basis) and the bid shall provide for sufficient cash (or be on such other terms) such that Shareholder may receive solely cash for its Class B Shares. (F) In any Auction, Dynegy may be a bidder.

Limitations on Certain Acquisitions by Shareholder. Dynegy Newco and Shareholder covenant and agree that: (a) Shareholder may freely acquire, or permit any Affiliate of Shareholder to acquire, by purchase or otherwise, any securities of Dynegy Newco or become affiliated with any Person who owns securities of DynegyNewco, so long as Shareholder and its Affiliates do not collectively beneficially own (including any securities of other Persons with whom Shareholder or its Affiliates are affiliated) securities representing more than 40% of the total combined voting power of the outstanding voting securities of Dynegy (the “Ownership Threshold”)Newco. (b) From the date hereof until the first anniversary of the Closing, Shareholder shall not, directly or indirectly, acquire, offer or propose to acquire, solicit an offer to sell, become a “"participant” " in a “"solicitation” " of proxies, as those terms are defined in Rule 14a-11 and 14a-1, respectively, under the Exchange Act, in respect of any voting securities of Dynegy Newco that may be outstanding and entitled to vote relating to any of the foregoing, or otherwise agree to acquire by purchase or otherwise (or permit any Affiliate of Shareholder to undertake any of such actions) any securities of Dynegy Newco in excess of 40% of the total combined voting power of the outstanding voting securities of DynegyNewco; provided, however, that Shareholder shall be entitled to may (i) make a Qualified Offer in accordance with Section 2.1(c). 3.1(d) if, and only if, any Person or group of Persons (iother than an Affiliate of Shareholder) In connection with any Qualified Offeracquires, Shareholder shall deliver the Qualified Offer in writing offers, solicits an offer to Dynegy. If Dynegy does not accept such offer in writing within 30 days after receipt, such offer shall be deemed withdrawn and Shareholder shall elect for Dynegy to either: (A) conduct an Auction in which Shareholder may participate but shall have no special priority or other rights vis-a-vis other bidderssell, or (B) conduct an Auction in which Shareholder shall not participate but at the conclusion thereof Shareholder shall have the right otherwise seeks or agrees to acquire all by purchase or otherwise beneficial ownership (as such term is defined in Rule 14d-1 of the Exchange Act) of any securities of Newco representing 15% or more the total combined voting power of the outstanding voting securities of Dynegy at a purchase price per share equal Newco or (ii) exercise its preemptive rights pursuant to 105% of the purchase price per share set forth in the bid selected by Dynegy’s Board of Directors and in such event, Dynegy’s Board of Directors shall approve promptly and in any case within 10 days of Shareholder’s request in writing made within 10 days of the conclusion of any such Auction (written notice of such conclusion to be given immediately by Dynegy to Shareholder) entering into a definitive agreement with Shareholder for such a transaction containing customary terms and conditions, and Dynegy shall, within 2 days of the approval of its Board of Directors of such an agreement, execute and deliver the same to Shareholder; such terms and conditions shall include a termination fee of 5 percent of the aggregate value of Dynegy as evidenced by the per share value payable by Shareholder under the agreement and a right of Dynegy to terminate the transaction and pay such termination fee to Shareholder if Dynegy’s Board of Directors determines that it is necessary for Dynegy to so terminate the agreement in order for the Board to properly discharge its fiduciary duties. In the event of any such termination by Dynegy, Shareholder may, in its discretion, proceed with a tender or exchange offer for all of the common stock of Dynegy which Shareholder does not own at such price as it shall choose irrespective of any other provisions of this Agreement and shall be free to pursue any other rights and remedies which it may then have against Dynegy arising from such termination; Shareholder shall not be obligated to tender its shares to such other bidder nor to vote in favor of any other transaction in the event of such terminationArticle VI hereof. (iic) Any Auction shall be subject to From and after the following provisions: (A) The Auction shall be completed within 120 days after Dynegy receives the Qualified Offer and the corresponding sale shall close within 60 days after completion first anniversary of the Auction. (B) If Dynegy does not receive an offer acceptable to its Board of Directors in an Auction conducted pursuant to Section 2.1(c) within 120 days after Dynegy receives a Qualified OfferClosing, Shareholder may either (I) proceed with its Qualified Offer (which may take the form of a tender offer or exchange offer) and close such purchase within 60 days thereafter, or (II) reinitiate the process by submitting a new Qualified Offer. (C) If Shareholder is not the successful bidder in an Auction conducted pursuant to Sections 2.1(c) or (B) or does not elect to purchase in the Auction, Shareholder agrees that it shall vote its Class B Shares in favor of the successful bidder’s transaction and not exercise dissenter’s rights, shall tender its shares (in the event of a tender offer), and otherwise shall reasonably cooperate in consummating the transaction. (D) Dynegy and Shareholder agree that the purchase price set forth in a Qualified Offer is highly confidential and, as such, Dynegy and Shareholder (and each of their Affiliates) shall not, directly or indirectly, acquire, offer or propose to acquire, solicit an offer to sell, become a "participant" in a "solicitation" of proxies, as those terms are defined in Rule 14a-11 and 14a-1, respectively, under the extent legally permissibleExchange Act, disclose such purchase price in respect of any voting securities of Newco that may be outstanding and entitled to vote relating to any Person without the prior written consent of the other party. foregoing, or otherwise agree to acquire by purchase or otherwise (E) To the extent that a successful bidder proposes a purchase price that is not solely for cash, the stock and cash components or permit any Affiliate of Shareholder to undertake any of such bid shall be substantially equivalent actions) any securities of Newco in value (on a per share basis) and the bid shall provide for sufficient cash (or be on such other terms) such that Shareholder may receive solely cash for its Class B Shares. (F) In any Auction, Dynegy may be a bidder.excess of 40%

Limitations on Certain Acquisitions by Shareholder. Dynegy and Shareholder covenant and agree that: (a) Shareholder may freely acquire, or permit any Affiliate of Shareholder to acquire, by purchase or otherwise, any securities of Dynegy or become affiliated with any Person who owns securities of Dynegy, so long as Shareholder and its Affiliates do not collectively beneficially own (including any securities of other Persons with whom Shareholder or its Affiliates are affiliated) securities representing more than 40% of the total combined voting power of the outstanding voting securities of Dynegy (the “Ownership Threshold”). (b) Shareholder shall not, directly or indirectly, acquire, offer or propose to acquire, solicit an offer to sell, become a “participant” in a “solicitation” of proxies, as those terms are defined in Rule 14a-11 and 14a-1, respectively, under the Exchange Act, in respect of any voting securities of Dynegy that may be outstanding and entitled to vote relating to any of the foregoing, or otherwise agree to acquire by purchase or otherwise (or permit any Affiliate of Shareholder to undertake any of such actions) any securities of Dynegy in excess of 40% of the total combined voting power of the outstanding voting securities of Dynegy; provided, however, that Shareholder shall be entitled to make a Qualified Offer in accordance with Section 2.1(c). (i) In connection with any Qualified Offer, Shareholder shall deliver the Qualified Offer in writing to Dynegy. If Dynegy does not accept such offer in writing EXECUTION VERSION within 30 days after receipt, such offer shall be deemed withdrawn and Shareholder shall elect for Dynegy to either: (A) conduct an Auction in which Shareholder may participate but shall have no special priority or other rights vis-a-vis other bidders, or (B) conduct an Auction in which Shareholder shall not participate but at the conclusion thereof Shareholder shall have the right to acquire all of the outstanding voting securities of Dynegy at a purchase price per share equal to 105% of the purchase price per share set forth in the bid selected by Dynegy’s Board of Directors and in such event, Dynegy’s Board of Directors shall approve promptly and in any case within 10 days of Shareholder’s request in writing made within 10 days of the conclusion of any such Auction (written notice of such conclusion to be given immediately by Dynegy to Shareholder) entering into a definitive agreement with Shareholder for such a transaction containing customary terms and conditions, and Dynegy shall, within 2 days of the approval of its Board of Directors of such an agreement, execute and deliver the same to Shareholder; such terms and conditions shall include a termination fee of 5 percent of the aggregate value of Dynegy as evidenced by the per share value payable by Shareholder under the agreement and a right of Dynegy to terminate the transaction and pay such termination fee to Shareholder if Dynegy’s Board of Directors determines that it is necessary for Dynegy to so terminate the agreement in order for the Board to properly discharge its fiduciary duties. In the event of any such termination by Dynegy, Shareholder may, in its discretion, proceed with a tender or exchange offer for all of the common stock of Dynegy which Shareholder does not own at such price as it shall choose irrespective of any other provisions of this Agreement and shall be free to pursue any other rights and remedies which it may then have against Dynegy arising from such termination; Shareholder shall not be obligated to tender its shares to such other bidder nor to vote in favor of any other transaction in the event of such termination. (ii) Any Auction shall be subject to the following provisions: (A) The Auction shall be completed within 120 days after Dynegy receives the Qualified Offer and the corresponding sale shall close within 60 days after completion of the Auction. (B) If Dynegy does not receive an offer acceptable to its Board of Directors in an Auction conducted pursuant to Section 2.1(c) within 120 days after Dynegy receives a Qualified Offer, Shareholder may either (I) proceed with its Qualified Offer (which may take the form of a tender offer or exchange offer) and close such purchase within 60 days thereafter, or (II) reinitiate the process by submitting a new Qualified Offer. (C) If Shareholder is not the successful bidder in an Auction conducted pursuant to Sections 2.1(c) or (B) or does not elect to purchase in the Auction, Shareholder agrees that it shall vote its Class B Shares in favor of the successful bidder’s transaction and not exercise dissenter’s rights, shall tender its shares (in the event of a tender offer), and otherwise shall reasonably cooperate in consummating the transaction.. EXECUTION VERSION (D) Dynegy and Shareholder agree that the purchase price set forth in a Qualified Offer is highly confidential and, as such, Dynegy and Shareholder (and each of their Affiliates) shall not, to the extent legally permissible, disclose such purchase price to any Person without the prior written consent of the other party. (E) To the extent that a successful bidder proposes a purchase price that is not solely for cash, the stock and cash components of such bid shall be substantially equivalent in value (on a per share basis) and the bid shall provide for sufficient cash (or be on such other terms) such that Shareholder may receive solely cash for its Class B Shares. (F) In any Auction, Dynegy may be a bidder.

Limitations on Certain Acquisitions by Shareholder. Dynegy and Shareholder covenant and agree that: (a) Shareholder may freely acquire, or permit any Affiliate of Shareholder to acquire, by purchase or otherwise, any securities of Dynegy or become affiliated with any Person who owns securities of Dynegy, so long as Shareholder and its Affiliates do not collectively beneficially own (including any securities of other Persons with whom Shareholder or its Affiliates are affiliated) securities representing more than 40% of the total combined voting power of the outstanding voting securities of Dynegy (the “"Ownership Threshold”"). (b) Shareholder shall not, directly or indirectly, acquire, offer or propose to acquire, solicit an offer to sell, become a “"participant” " in a “"solicitation” " of proxies, as those terms are defined in Rule 14a-11 and 14a-1, respectively, under the Exchange Act, in respect of any voting securities of Dynegy that may be outstanding and entitled to vote relating to any of the foregoing, or otherwise agree to acquire by purchase or otherwise (or permit any Affiliate of Shareholder to undertake any of such actions) any securities of Dynegy in excess of 40% of the total combined voting power of the outstanding voting securities of Dynegy; provided, however, that Shareholder shall be entitled to make a Qualified Offer in accordance with Section 2.1(c3.1(c). (i) In connection with any Qualified Offer, Shareholder shall deliver the Qualified Offer in writing to Dynegy. If In the event that Dynegy does not accept such offer in writing within 30 days after receipt, such offer shall be deemed withdrawn and Shareholder shall elect for Dynegy to either: (A) conduct an Auction in which Shareholder may participate but shall have no special priority or other rights vis-a-vis other bidders, or (B) conduct an Auction in which Shareholder shall not participate but at the conclusion thereof Shareholder shall have the right to acquire all of the outstanding voting securities of Dynegy at a purchase price per share equal to 105% of the purchase price per share set forth in the bid selected by Dynegy’s 's Board of Directors and in such event, Dynegy’s 's Board of Directors shall approve promptly and in any case within 10 days of Shareholder’s 's request in writing made within 10 days of the conclusion of any such Auction (written notice of such conclusion to be given immediately by Dynegy to Shareholder) entering into a definitive agreement with Shareholder for such a transaction containing customary terms and conditions, and Dynegy shall, within 2 days of the approval of its Board of Directors of such an agreement, execute and deliver the same to Shareholder; such terms and conditions shall include a termination fee of 5 percent of the aggregate value of Dynegy as evidenced by the per share value payable by Shareholder under the agreement and a right of Dynegy to terminate the transaction and pay such termination fee to Shareholder if Dynegy’s 's Board of Directors determines that it is necessary for Dynegy to so terminate the agreement in order for the Board to properly discharge its fiduciary duties. In the event of any such termination by Dynegy, Shareholder may, in its discretion, proceed with a tender or exchange offer for all of the common stock of Dynegy which Shareholder does not own at such price as it shall choose irrespective of any other provisions of this Agreement and shall be free to pursue any other rights and remedies which it may then have against Dynegy arising from such termination; Shareholder shall not be obligated to tender its shares to such other bidder nor to vote in favor of any other transaction in the event of such termination. (ii) Any Auction shall be subject to the following provisions: (A) The Auction shall be completed within 120 days after Dynegy receives the Qualified Offer and the corresponding sale shall close within 60 days after completion of the Auction. (B) If Dynegy does not receive an offer acceptable to its Board of Directors in an Auction conducted pursuant to Section 2.1(c3.1(c)(i)(B) within 120 days after Dynegy receives a Qualified Offer, Shareholder may either (I) proceed with its Qualified Offer (which may take the form of a tender offer or exchange offer) and close such purchase within 60 days thereafter, or (II) reinitiate the process by submitting a new Qualified Offer. (C) If In the event that Shareholder is not the successful bidder in an Auction conducted pursuant to Sections 2.1(c3.1(c)(i)(A) or (B) or does not elect to purchase in the Auction, Shareholder agrees that it shall vote its Class B Shares in favor of the successful bidder’s 's transaction and not exercise dissenter’s 's rights, shall tender its shares (in the event of a tender offer), and otherwise shall reasonably cooperate in consummating the transaction. (D) Dynegy and Shareholder agree that the purchase price set forth in a Qualified Offer is highly confidential and, as such, Dynegy and Shareholder (and each of their Affiliates) shall not, to the extent legally permissible, disclose such purchase price to any Person without the prior written consent of the other party. (E) To the extent that a successful bidder proposes a purchase price that is not solely for cash, the stock and cash components of such bid shall be substantially equivalent in value (on a per share basis) and the bid shall provide for sufficient cash (or be on such other terms) such that Shareholder may receive solely cash for its Class B Shares. (F) In any Auction, Dynegy may be a bidder. (d) For purposes of determining the percentage of the total combined voting power of the outstanding voting securities of Dynegy which Shareholder and its Affiliates beneficially own for purposes of this Section 3.1 and whether the Ownership Threshold has been exceeded, Shareholder and its Affiliates (i) shall not be deemed to beneficially own Optional Conversion Shares except to the extent that the Series C Preferred Stock has actually been converted into Optional Conversion Shares, and (ii) shall never be deemed to beneficially own Mandatory Conversion Shares.