Common use of PURCHASE CONTRACT SETTLEMENT Clause in Contracts

PURCHASE CONTRACT SETTLEMENT. (a) NRG and Xcel Energy understand and agree that, pursuant to Section 5.6(c) of the Purchase Contract Agreement, the Merger constitutes a Reorganization Event as a result of which as of the Effective Time the Settlement Rate was adjusted such that each Holder of Securities will receive: (i) on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part thereof the number of shares of Xcel Energy Common Stock receivable pursuant to the Merger (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Purchase Contract Settlement Date) by a holder of the number of shares of the Company's Common Stock that would have been issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to the Effective Time, or (ii) on the Early Settlement Date with respect to each Purchase Contract forming a part thereof the number of shares of Xcel Energy Common Stock receivable pursuant to the Merger (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Early Settlement Date) by a holder of the number of shares of the Company's Common Stock that would have been issuable on account of each Purchase Contract if the Early Settlement Date had occurred immediately prior to the Effective Time; subject in the case of both clauses (i) and (ii) to any further adjustments in the Settlement Rate under Article V of the Purchase Contract Agreement prior to settlement. Attached as Exhibit A hereto is an Officer's Certificate, pursuant to Section 5.7(a)(i) of the Purchase Contract Agreement, which sets forth the method of calculation of the Settlement Rate as of the Effective Time, as adjusted for the Merger. (b) NRG and Xcel Energy hereby agree that, subject to the other provisions of this Supplemental Agreement from and after the Effective Time, the provisions of the Purchase Contract Agreement and the Purchase Contracts that refer to the delivery of "Common Stock" of the Company, including without limitation Sections 5.4, 5.5, 5.9, 5.10, 10.3 and 10.4 of the Purchase Contract Agreement, relate to Xcel Energy Common Stock by operation of Section 5.6(c) of the Purchase Contract Agreement.

PURCHASE CONTRACT SETTLEMENT. (a) NRG and Xcel Energy The parties understand and agree that, pursuant to Section 5.6(c5.6(b) of the Purchase Contract Agreement, the Merger constitutes a Reorganization Event as a result of which as of the Effective Time whereupon the Settlement Rate was will be adjusted such to provide that each Holder of Securities will receive: (i) receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part thereof thereof, the number kind and amount of shares of Xcel Energy Common Stock securities, cash and other property receivable pursuant to the Merger (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Purchase Contract Settlement Date) upon such Reorganization Event by a holder of the number of shares of the Company's Common Stock that would have been issuable on account of each Purchase Contract as if the Purchase Contract Settlement Date had occurred immediately prior to the Effective Time, or (ii) on the Early Settlement Date with respect such Reorganization Event and assuming such holder failed to each Purchase Contract forming a part thereof the number exercise his rights of shares of Xcel Energy Common Stock receivable pursuant election as to the kind or amount of securities, cash and other property so receivable. Because the Merger (without any interest thereon, constitutes a Reorganization Event and without any right to dividends or distribution thereon which have a record date that is prior to the Early Settlement Date) by a holder of the number of shares non-electing holders of the Company's Common Stock will receive a certain number of shares of Allstate Common Stock, the parties hereby agree that would have been issuable on account the Settlement Rate will be adjusted as of each Purchase Contract if the Early Settlement Date had occurred immediately prior to the Effective Time; Time to reflect the number of shares of Allstate Common Stock to be delivered upon settlement of the Purchase Contract, subject in the case of both clauses (i) and (ii) to any further adjustments in the Settlement Rate under Article V of the Purchase Contract Agreement prior to settlement. Attached as Exhibit A hereto is an Officer's Certificate, pursuant to Section 5.7(a)(i) of the Purchase Contract Agreement, which sets forth the method of calculation of the Settlement Rate as of at the Effective Time, as adjusted for the Merger. (b) NRG and Xcel Energy The parties hereby agree that, subject to the other provisions of this Supplemental Agreement from and after the Effective Time, the provisions of the Supplemental Purchase Contract Agreement and the Purchase Contracts that refer to the delivery of "Common Stock" of the CompanyAHLIC, including without limitation Sections 5.4, 5.5, 5.9, 5.10, 10.3 and 10.4 of the Purchase Contract Agreement, shall relate to Xcel Energy Allstate Common Stock by operation of Section 5.6(c5.6(b) of the Purchase Contract Agreement.

PURCHASE CONTRACT SETTLEMENT. (a) NRG The Company and Xcel Energy New Albertson’s understand and agree that, pursuant to Section 5.6(c5.04(b)(i) of the Purchase Contract Agreement, the Diamond Merger constitutes a Reorganization Event as a result of which as of the Initial Effective Time the Settlement Rate was adjusted such that each Holder of Securities Units will receive: (i) on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part thereof the number of shares of Xcel Energy New Albertson’s Common Stock receivable pursuant to the Merger (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Purchase Contract Settlement Date) by a holder of equal to the number of shares of the Company's ’s Common Stock that would have been issuable on account of each Purchase Contract if on the Purchase Contract Settlement Date if (A) the Diamond Merger had not occurred immediately prior and this Supplemental Agreement not been entered into and (B) the New Albertson’s Common Stock were deemed to be the Company’s Common Stock for the purposes of all references in the Purchase Contract Agreement to the Company’s Common Stock (including, for the avoidance of doubt, in the computation of Adjusted Applicable Market Value) pertaining to a time after the Initial Effective Time, (ii) on any Cash Merger Early Settlement Date with respect to any Cash Merger (such terms’ definitions as modified pursuant to Section 3.1(c)), the kind and amount of cash, securities and other property equal to the kind and amount of cash, securities and other property that would have been issuable on account of each Purchase Contract on such Cash Merger Early Settlement Date if (A) the Diamond Merger had not occurred and this Supplemental Agreement not been entered into, (B) the merger or consolidation of New Albertson’s constituting such Cash Merger were deemed to be a merger or consolidation of the Company, (C) the kind and amount of securities, cash and other property receivable upon such Cash Merger by holders of New Albertson’s Common Stock were deemed to be the kind and amount of securities, cash and other property receivable upon such Cash Merger by holders of the Company’s Common Stock, and (D) the New Albertson’s Common Stock were deemed to be the Company’s Common Stock for the purposes of all references in the Purchase Contract Agreement to the Company’s Common Stock (including, for the avoidance of doubt, in the computation of Adjusted Applicable Market Value) pertaining to a time after the Initial Effective Time, or (iiiii) on the any Early Settlement Date with respect to each Purchase Contract forming a part thereof the number of shares of Xcel Energy New Albertson’s Common Stock receivable pursuant to the Merger (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Early Settlement Date) by a holder of equal to the number of shares of the Company's ’s Common Stock that would have been issuable on account of each Purchase Contract if (A) the Early Settlement Date Diamond Merger had not occurred immediately prior and this Supplemental Agreement not been entered into and (B) the New Albertson’s Common Stock were deemed to be the Company’s Common Stock for the purposes of all references in the Purchase Contract Agreement to the Company’s Common Stock (including, for the avoidance of doubt, in the computation of Adjusted Applicable Market Value) pertaining to a time after the Initial Effective Time; , subject in the case of both clauses each clause (i), (ii) and (iiiii) to any further adjustments in the Settlement Rate under Article V of the Purchase Contract Agreement prior to settlement, deeming all references to the Company’s Common Stock pertaining to a time after the Initial Effective Time to be references to the New Albertson’s Common Stock, and deeming all references to the Company pertaining to a time after the Initial Effective Time to be references to New Albertson’s. Attached as Exhibit A hereto is The Company shall, within 10 Business Days following the Diamond Merger, (a) deliver to the Agent an Officer's Certificate, Officers’ Certificate pursuant to Section 5.7(a)(i5.05(a)(i) of the Purchase Contract Agreement, which sets shall set forth the method of calculation of the Settlement Rate as of the Initial Effective Time, as adjusted for the Diamond Merger. , and (b) NRG and Xcel Energy hereby agree that, subject provide a written notice to the other provisions of this Supplemental Agreement from and after the Effective Time, the provisions Holders of the Purchase Contract Agreement and the Purchase Contracts that refer Units, pursuant to the delivery of "Common Stock" of the Company, including without limitation Sections 5.4, 5.5, 5.9, 5.10, 10.3 and 10.4 of the Purchase Contract Agreement, relate to Xcel Energy Common Stock by operation of Section 5.6(c5.05(a)(ii) of the Purchase Contract Agreement.

PURCHASE CONTRACT SETTLEMENT. (a) NRG and Xcel Energy The parties understand and agree that, pursuant to Section 5.6(c5.6(b) of the Purchase Contract Agreement, the Merger constitutes will constitute a Reorganization Event as a result of which as of the Effective Time the Settlement Rate was shall be adjusted such that each Holder of Securities will receive: (i) receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part thereof (or upon any Early Settlement) the number of shares of Xcel Energy El Paso Common Stock receivable pursuant to the Merger (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Purchase Contract Settlement Date) by a holder of the number of shares of the Company's Common Stock that would have been issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to the Effective Time, or (ii) on the Early Settlement Date with respect to each Purchase Contract forming a part thereof the number of shares of Xcel Energy Common Stock receivable pursuant to the Merger (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Early Settlement Date) by a holder of the number of shares of the Company's Common Stock that would have been issuable on account of each Purchase Contract if the Early Settlement Date had occurred immediately prior to the Effective Time; subject in the case of both clauses (i) and (ii) to any further adjustments in the Settlement Rate under Article V of the Purchase Contract Agreement prior to settlement. Attached as Exhibit A hereto is an Officer's Certificate, pursuant to Section 5.7(a)(i) of the Purchase Contract Agreement, which sets forth the method of calculation of the Settlement Rate as of the Effective Time, as adjusted for the Merger. (b) NRG and Xcel Energy The parties hereby agree that, subject to the other provisions of this Supplemental Agreement from and after the Effective Time, the provisions of the Purchase Contract Agreement and the Purchase Contracts that refer to the delivery of "Common Stock" of the Company, including without limitation Sections 5.4, 5.5, 5.9, 5.10, 10.3 and 10.4 of the Purchase Contract Agreement, shall relate to Xcel Energy El Paso Common Stock by operation of Section 5.6(c5.6(b) of the Purchase Contract Agreement.