Common use of Transaction Confirmation Clause in Contracts

Transaction Confirmation. A Transaction shall be documented in a Transaction Confirmation in the form attached hereto as Exhibit A. On the next Business Day following the Business Day on which Seller is selected as a provider of Full Requirement Service, Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Transaction Confirmation(s). Separate Transaction Confirmations will be executed for each winning bid. Should such Transaction(s) be the initial Transaction(s) with the Seller under the current RFP solicitation, then Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Agreement. Except as otherwise provided in the RFP, by 2:00 p.m. EPT on the next Business Day following Seller’s receipt of the partially executed Transaction Confirmation(s) and Agreement, as applicable, Seller shall return by facsimile, or other immediate electronic means acceptable to both Parties, to Buyer a fully executed Transaction Confirmation(s), and the Agreement signature page, as applicable. By close of the same Business Day on which Buyer is in receipt of the fully executed Transaction Confirmation(s) and Agreement, as applicable, Buyer shall submit a copy of the Transaction Confirmation(s) to the Maryland PSC for review and determination of compliance with the Buyer’s Utility Bid Plan. In a public hearing on the day following Buyer’s submission of fully executed Transaction Confirmation(s) to the PSC, the PSC will review the results of the procurements. Unless it orders otherwise, the PSC will approve the Transaction Confirmations no later than two days following the full execution of the transactions. The Parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

Transaction Confirmation. A Transaction shall be documented in a Transaction Confirmation in the form attached hereto as Exhibit A. On the next Business Day following the Business Day on which Seller is selected as a provider of Full Requirement Service, Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Transaction Confirmation(s). Separate Transaction Confirmations will be executed for each winning bid. Should such Transaction(s) be the initial Transaction(s) with the Seller under the current RFP solicitation, then Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Agreement. Except as otherwise provided in the RFP, by 2:00 p.m. EPT on the next Business Day following Seller’s receipt of the partially executed Transaction Confirmation(s) and Agreement, as applicable, Seller shall return by facsimile, or other immediate electronic means acceptable to both Parties, to Buyer a fully executed Transaction Confirmation(s), and the Agreement signature page, as applicable. By close of the same Business Day on which Buyer Xxxxx is in receipt of the fully executed Transaction Confirmation(s) and Agreement, as applicable, Buyer shall submit a copy of the Transaction Confirmation(s) to the Maryland PSC for review and determination of compliance with the Buyer’s Utility Bid Plan. In a public hearing on the day following BuyerXxxxx’s submission of fully executed Transaction Confirmation(s) to the PSC, the PSC will review the results of the procurements. Unless it orders otherwise, the PSC will approve the Transaction Confirmations no later than two days following the full execution of the transactions. The Parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

Transaction Confirmation. A Transaction shall be documented in a Transaction Confirmation in the form attached hereto as Exhibit A. On the next Business Day following the Business Day on which Seller is selected as a provider of Full Requirement Service, Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Transaction Confirmation(s). Separate Transaction Confirmations will be executed for each winning bid. Should such Transaction(s) be the initial Transaction(s) with the Seller under the current RFP solicitation, then Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Agreement. Except as otherwise provided in the RFP, by 2:00 p.m. EPT on the next Business Day following Seller’s receipt of the partially executed Transaction Confirmation(s) and Agreement, as applicable, Seller shall return by facsimile, or other immediate electronic means acceptable to both Parties, to Buyer a fully executed Transaction Confirmation(s), and the Agreement signature page, as applicable. By close of the same Business Day on which Buyer is in receipt of the fully executed Transaction Confirmation(s) and Agreement, as applicable, Buyer shall submit a copy of the Transaction Confirmation(s) to the Maryland PSC for review and determination of compliance with the Buyer’s Utility Bid Plan. In a public hearing on the day following Buyer’s submission of fully executed Transaction Confirmation(s) to the PSC, the PSC will review the results of the procurements. Unless it orders otherwise, the PSC will approve the Transaction Confirmations no later than two days following the full execution of the transactions. The Parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

Transaction Confirmation. A 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 $500,000,000 pursuant to the Equity Distribution Agreement between the Company and the Managers, Forward Purchasers and Forward Sellers set forth therein, dated January 10, 2024 (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 documented in a Transaction Confirmation 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 form attached hereto Agreement shall be deemed to have been made at and as Exhibit A. On of every Time of Sale, every Settlement Date and every Representation Date. If the next Business Day following 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 Business Day on which Seller date first above written CENTERPOINT ENERGY, INC. By: Name: Title: [Date] [Forward Purchaser] [Address] Attention: [•] [Forward Seller] [Address] Attention: [•] Reference is selected made to the Equity Distribution Agreement, dated as a provider of Full Requirement ServiceJanuary 10, Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties2024 (the “Sales Agreement”), to Seller a partially executed Transaction Confirmation(samong 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). Separate Transaction Confirmations will be executed for each winning bid. Should such Transaction(s) be Capitalized terms used herein without definition shall have the initial Transaction(s) with respective meanings assigned thereto in the Seller under the current RFP solicitation, then Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Sales Agreement. Except 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 otherwise provided in of the RFPdate hereof. The Company confirms that it has not declared and will not declare any dividend, by 2:00 p.m. EPT or caused or cause there to be any distribution, on the next Business Day following Seller’s receipt of Common Stock if the partially executed Transaction Confirmation(s) and Agreementex-dividend date or ex- date, as applicable, Seller shall return 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: % [Trade Date:] $ [ ] $ [ ] $ [ ] $ [Thereafter:] $ Term: [Month/Years] Specified Borrow Rate: basis points Maximum Specified Borrow Rate: basis points Notice Settlement Number: Minimum price (Adjustable by facsimileCompany during the Forward Hedge Selling Period, or other immediate electronic means acceptable and in no event less than $[1.00] without your prior written consent, which consent may be withheld in your sole discretion): $ per share Comments: CENTERPOINT ENERGY, INC. By: Name: Title: [ ] [ ] To: CenterPoint Energy, Inc. 1111 Louisiana Houston, TX 77002 [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]1 [From: JPMorgan Chase Bank, National Association New York Branch 000 Xxxxxxx Xxxxxx New York, NY 10179]2 [From: Mizuho Markets Americas LLC C/O Mizuho Securities USA LLC as Agent 0000 Xxxx Xxxxxx New York, NY 10020 Attn: Equity Capital Markets Desk Telephone: (000) 000-0000 E-mail: XX-XXX@xxxxxxxxxxx.xxx]3 [From: Royal Bank of Canada c/o RBC Capital Markets, LLC as Agent Brookfield Place 000 Xxxxx Xxxxxx New York, NY 00000-0000 Telephone: (000) 000-0000]4 [From: Barclays Bank PLC 0 Xxxxxxxxx Xxxxx London E14 5HP United Kingdom Telephone: +00 (0)00 0000 0000 1 Insert for BofA. 2 Insert for JPM. 3 Insert for Mizuho. 4 Insert for JPM. c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 000 Xxxxxxx Xxxxxx New York, NY 10019 Telephone: +0 000 000 0000]5 [From: Citibank, N.A. 000 Xxxxxxxxx Xxxxxx New York, NY 10013]6 [From: Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, NY 10282-2198]7 [From: MUFG Securities EMEA plc Ropemaker Place 00 Xxxxxxxxx Xxxxxx London, EC2Y 9AJ, United Kingdom]8 Ladies and Gentlemen: The purpose of this letter agreement (this “Master Forward Confirmation”) is to both Partiesconfirm 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, to Buyer a fully executed Transaction Confirmation(sdated as of January [•], 2024, among Party B; BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC (“MSUSA”), MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as Managers; Bank of America, N.A., Barclays Bank PLC, Citibank, N.A. or an affiliate thereof, Xxxxxxx Xxxxx & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC (“MMA”), MUFG Securities EMEA plc and Royal Bank of Canada, as Forward Purchasers; and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, 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 signature page, as applicable. By close of the same Business Day on which Buyer is in receipt of the fully executed Transaction Confirmation(sspecified below) and Agreement, as applicable, Buyer shall submit a copy of the Transaction Confirmation(s) to the Maryland PSC for review and determination of compliance with the Buyer’s Utility Bid Plan. In a public hearing on the day following Buyer’s submission of fully executed Transaction Confirmation(s) to the PSC, the PSC will review the results of the procurements. Unless it orders otherwise, the PSC will approve the Transaction Confirmations no later than two days following the full execution of the transactions. The Parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; transmitted by electronic means” means sent substantially in the form of Exhibit A hereto. [This Master Forward Confirmation and each Supplemental Confirmation is a facsimile or sent via confirmation for purposes of Rule 10b-10 promulgated under the internet Exchange Act (as defined below).]9 [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.]10 [Party A is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.]11 [Party A is not a “pdf” (portable document format) or other replicating image attached to an e-mail message; andmember of the Securities Investor Protection Corporation.]12 5 Insert for Barclays. 6 Insert for Citi. 7 Insert for GS. 8 Insert for MUFG. 9 Insert for Citi and Xxxxxx. 10 Insert for Mizho. 11 Insert for Barclays. 12 Insert for Barclays, “electronically signed document” means a document transmitted by electronic means Citi and containing, or to which there is affixed, an electronic signatureXxxxxx.

Transaction Confirmation. A Dear : This Confirmation sets forth the terms of the agreement of [[Xxxxxx Xxxxxxx & Co. LLC[X.X. Xxxxxx Securities LLC][ Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated] or [SunTrust Xxxxxxxx Xxxxxxxx, Inc.] (the “Manager”) with Piedmont Office Realty Trust, 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 $250,000,000 pursuant to the Equity Distribution Agreement between the Company and the Managers set forth therein, dated February , 2015 (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 Shares to be sold][Aggregate Gross Price of Shares to be sold]: Minimum price at which Shares may be sold: Date(s) on which Shares may be sold: Compensation to such Manager: 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 documented in a Transaction Confirmation 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 form attached hereto as Exhibit A. On the next Business Day following the Business Day on which Seller is selected as a provider of Full Requirement Service, Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Transaction Confirmation(s). Separate Transaction Confirmations will be executed for each winning bid. Should such Transaction(s) be the initial Transaction(s) with the Seller under the current RFP solicitation, then Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Agreement. Except as otherwise provided in the RFP, by 2:00 p.m. EPT on the next Business Day following Seller’s receipt of the partially executed Transaction Confirmation(s) and Agreement, as applicable, Seller shall return by facsimile, or other immediate electronic means acceptable to both Parties, to Buyer a fully executed Transaction Confirmation(s), and the Agreement signature page, as applicable. By close of the same Business Day on which Buyer is in receipt of the fully executed Transaction Confirmation(s) and Agreement, as applicable, Buyer shall submit a copy of the Transaction Confirmation(s) to the Maryland PSC for review and determination of compliance with the Buyer’s Utility Bid Plan. In a public hearing on the day following Buyer’s submission of fully executed Transaction Confirmation(s) to the PSC, the PSC will review the results of the procurements. Unless it orders otherwise, the PSC will approve the Transaction Confirmations no later than two days following the full execution of the transactions. The Parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed made at and as of every Time of Sale, every Settlement Date and every Representation Date (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties except to the same extent that such representations and under the same conditions warranties speak as other original business records created of another date, in which case such representations and maintained in documentary form. Neither Party warranties shall contest the admissibility of be true and accurate copies correct as of electronically signed documents on such other date). If the basis 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 best evidence rule or as not satisfying the business records exception to the hearsay ruledate first above written PIEDMONT OFFICE REALTY TRUST, INC. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.By: Name: Title:

Transaction Confirmation. A Transaction shall be documented in a Transaction Confirmation in the form attached hereto as Exhibit A. On the next Business Day following the Business Day on which Seller is selected as a provider of Full Requirement Service, Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Transaction Confirmation(s). Separate Transaction Confirmations will be executed for each winning bid. Should such Transaction(s) be the initial Transaction(s) with the Seller under the current RFP solicitation, then Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Agreement. Except as otherwise provided in the RFP, by 2:00 p.m. EPT on the next Business Day following Seller’s receipt of the partially executed Transaction Confirmation(s) and Agreement, as applicable, Seller shall return by facsimile, or other immediate electronic means acceptable to both Parties, to Buyer a fully executed Transaction Confirmation(s), and the Agreement signature page, as applicable. By close of the same Business Day on which Buyer Xxxxx is in receipt of the fully executed Transaction Confirmation(s) and Agreement, as applicable, Buyer shall submit a copy of the Transaction Confirmation(s) to the Maryland PSC for review and determination of compliance with the Buyer’s Utility Bid Plan. In a public hearing on the day following BuyerXxxxx’s submission of fully executed Transaction Confirmation(s) to the PSC, the PSC will review the results of the procurements. Unless it orders otherwise, the PSC will approve the Transaction Confirmations no later than two days following the full execution of the transactions. The Parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-e- mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.

Transaction Confirmation. A Dear : This Confirmation sets forth the terms of the agreement of [●] (the “Manager”) with ONE Gas, 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 $300,000,000 pursuant to the Equity Distribution Agreement between the Company and the Managers, Forward Purchasers and Forward Sellers set forth therein, dated February 24, 2023 (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 documented in a Transaction Confirmation 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 form attached hereto Agreement shall be deemed to have been made at and as Exhibit A. On of every Time of Sale, every Settlement Date and every Representation Date. If the next Business Day following 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 Business Day on which Seller date first above written ONE GAS, INC. By: Name: Title: [Date] [Forward Purchaser] [Address] Attention: [●] [Forward Seller] [Address] Attention: [●] Reference is selected made to the Equity Distribution Agreement, dated as a provider of Full Requirement ServiceFebruary 24, Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties2023 (the “Sales Agreement”), to Seller a partially executed Transaction Confirmation(samong ONE Gas, 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). Separate Transaction Confirmations will be executed for each winning bid. Should such Transaction(s) be Capitalized terms used herein without definition shall have the initial Transaction(s) with respective meanings assigned thereto in the Seller under the current RFP solicitation, then Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Sales Agreement. Except 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 otherwise provided in of the RFPdate hereof. The Company confirms that it has not declared and will not declare any dividend, by 2:00 p.m. EPT or caused or cause there to be any distribution, on the next Business Day following Seller’s receipt of Common Stock if the partially executed Transaction Confirmation(s) and Agreementex-dividend date or ex- date, as applicable, Seller shall return 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: % [Trade Date:] $ [ ] $ [ ] $ [ ] $ [Thereafter:] $ Term: [Month/Years] Specified Borrow Rate: basis points Maximum Specified Borrow Rate: basis points Notice Settlement Number: Minimum price (Adjustable by facsimileCompany during the Forward Hedge Selling Period, or other immediate electronic means acceptable and in no event less than $[1.00] without your prior written consent, which consent may be withheld in your sole discretion): $ per share Comments: ONE GAS, INC. By: Name: Title: To: ONE Gas, Inc. 00 Xxxx Xxxxx Xxxxxx Tulsa, OK 74103 [From: Bank of America, N.A. c/o BofA Securities, Inc. Bank of America Tower at One Bryant Park New York, New York 10036 From: BofA Securities, Inc. Bank of America Tower at One Bryant Park New York, New York 10036]1 [From: JPMorgan Chase Bank, National Association New York Branch 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000]2 [From: Mizuho Markets Americas LLC C/O Mizuho Securities USA LLC as agent 0000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Equity Capital Markets Desk Telephone: (000) 000-0000 E-mail: XX-XXX@xxxxxxxxxxx.xxx]3 [From: RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 000 Xxxxx Xxxxxx New York, NY 00000-0000 Telephone: (000) 000-0000]4 Dear Sirs, The purpose of this letter agreement (this “Master Forward Confirmation”) is to both Partiesconfirm 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, to Buyer a fully executed Transaction Confirmation(sdated as of February [•], 2023, among Party B; BofA Securities, Inc., X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC [(“MSUSA”)]5 and RBC Capital Markets, LLC, as Managers; 1 Insert for BofA. 2 Insert for JPM. 3 Insert for Mizuho. 4 Insert for JPM. 5 Insert for Mizuho. Bank of America, N.A., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC [(“MMA”)]6 and Royal Bank of Canada, as Forward Purchasers; and BofA Securities, Inc., X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and RBC Capital Markets, 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 signature page, as applicable. By close of the same Business Day on which Buyer is in receipt of the fully executed Transaction Confirmation(sspecified below) and Agreement, as applicable, Buyer shall submit a copy of the Transaction Confirmation(s) to the Maryland PSC for review and determination of compliance with the Buyer’s Utility Bid Plan. In a public hearing on the day following Buyer’s submission of fully executed Transaction Confirmation(s) to the PSC, the PSC will review the results of the procurements. Unless it orders otherwise, the PSC will approve the Transaction Confirmations no later than two days following the full execution of the transactions. The Parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; transmitted by electronic means” means sent substantially in the form of Exhibit A hereto. [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, and Party B hereunder. This Master Confirmation and each Supplemental Confirmation is a facsimile or sent via confirmation for purposes of Rule 10b-10 promulgated under the internet Exchange Act (as defined below). MMA is not a “pdf” (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.member of the Securities Investor Protection Corporation.]7

Transaction Confirmation. A Transaction shall be documented in a Transaction Confirmation in the form attached hereto as Exhibit A. On the next Business Day following the Business Day on which Seller is selected as a provider of Full Requirement Service, Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Transaction Confirmation(s). Separate Transaction Confirmations will be executed for each winning bid. Should such Transaction(s) be the initial Transaction(s) with the Seller under the current RFP solicitation, then Buyer will forward by facsimile or other immediate electronic means acceptable to both Parties, to Seller a partially executed Agreement. Except as otherwise provided in the RFP, by 2:00 p.m. EPT on the next Business Day following Seller’s receipt of the partially executed Transaction Confirmation(s) and Agreement, as applicable, Seller shall return by facsimile, or other immediate electronic means acceptable to both Parties, to Buyer a fully executed Transaction Confirmation(s), and the Agreement signature page, as applicable. By close of the same Business Day on which Buyer Xxxxx is in receipt of the fully executed Transaction Confirmation(s) and Agreement, as applicable, Buyer shall submit a copy of the Transaction Confirmation(s) to the Maryland PSC for review and determination of compliance with the Buyer’s Utility Bid Plan. In a public hearing on the day following BuyerXxxxx’s submission of fully executed Transaction Confirmation(s) to the PSC, the PSC will review the results of the procurements. Unless it orders otherwise, the PSC will approve the Transaction Confirmations no later than two days following the full execution of the transactions. The Parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such Party to this Agreement. The Parties agree that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means; transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a “pdf” (portable document format) or other replicating image attached to an e-mail message; and, “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature.