Common use of Transaction Confirmation Clause in Contracts

Transaction Confirmation. Dear : This Transaction Confirmation sets forth the terms of the agreement of [ ] (in its capacity as agent for the Company in connection with any Direct Sale of Shares thereunder, the “Manager,” and in its capacity as agent for the Forward Purchaser in connection with any Forward Sale of Shares thereunder, the “Forward Seller”); and [ ] (as purchaser under any Forward Sale, the “Forward Purchaser”) with NiSource 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 among the Company, the Forward Purchaser and the Manager, dated May 3, 2017 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. This Transaction Confirmation relates to [a Direct Sale] [a Forward Sale]. By countersigning or otherwise indicating in writing the Company’s acceptance of this Transaction Confirmation (an “Acceptance”), the Company shall have agreed with the Manager 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 Manager (if different than the Agreement): [To Add Other Applicable Terms for Forward Sale] The transaction set forth in this Transaction 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 Transaction 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. If the foregoing conforms to your understanding of our agreement, please so indicate your Acceptance by signing below. Very truly yours, [ ], As Manager By: Name: Title: [ ], As Forward Purchaser By: Name: Title: ACCEPTED as of the date first above written NISOURCE INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Transaction Confirmation and delivered in accordance with the Agreement]

Transaction Confirmation. Dear : This Transaction Confirmation sets forth the terms of the agreement of [ [●] (in its capacity as agent for the Company in connection with any Direct Sale of Shares thereunder, the “Manager,” and in its capacity as agent for the Forward Purchaser in connection with any Forward Sale of Shares thereunder, the “Forward Seller”); and [ ] (as purchaser under any Forward Sale, the “Forward Purchaser”) with NiSource 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 $500,000,000 300,000,000 pursuant to the Equity Distribution Agreement among between the Company, the Forward Purchaser Company and the ManagerManagers, Forward Purchasers and Forward Sellers set forth therein, dated May 3February 24, 2017 2023 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. This Transaction Confirmation relates to [a Direct Sale] [a Forward Sale]. By countersigning or otherwise indicating in writing the Company’s acceptance of this Transaction 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): [To Add Other Applicable Terms for Forward Sale] The transaction set forth in this Transaction 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 Transaction 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. If the foregoing conforms to your understanding of our agreement, please so indicate your Acceptance by signing below. Very truly yours, [ ], As Manager By: Name: Title: [ ], As Forward Purchaser [Manager] By: Name: Title: ACCEPTED as of the date first above written NISOURCE ONE GAS, INC. By: Name: Title: Exhibit B FORM OF FORWARD PLACEMENT NOTICE [NoteDate] [Forward Purchaser] [Address] Attention: [●] [Forward Seller] [Address] Attention: [●] Reference is made to the Equity Distribution Agreement, dated as of February 24, 2023 (the “Sales Agreement”), among 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). 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’s Acceptance 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: % 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 also be withheld in your sole discretion): $ per share Comments: ONE GAS, INC. By: Name: Title: Exhibit C FORM OF MASTER FORWARD CONFIRMATION February [●], 2023 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 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 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 separate written acceptance referencing supplemental confirmation (each, a “Supplemental Confirmation,” and each such Supplemental Confirmation, together with this Transaction Master Forward Confirmation, a “Confirmation” for purposes of the Agreement specified below) 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 delivered in accordance with each Supplemental Confirmation is a confirmation for purposes of Rule 10b-10 promulgated under the Agreement]Exchange Act (as defined below). MMA is not a member of the Securities Investor Protection Corporation.]7

Transaction Confirmation. Dear : This Transaction Confirmation sets forth the terms of the agreement of [ [•] (in its capacity as agent for the Company in connection with any Direct Sale of Shares thereunder, the “Manager,” and in its capacity as agent for the Forward Purchaser in connection with any Forward Sale of Shares thereunder, the “Forward Seller”); and [ ] (as purchaser under any Forward Sale, the “Forward Purchaser”) with NiSource 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 among between the Company, the Forward Purchaser Company and the ManagerManagers, Forward Purchasers and Forward Sellers set forth therein, dated May 3January 10, 2017 2024 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. This Transaction Confirmation relates to [a Direct Sale] [a Forward Sale]. By countersigning or otherwise indicating in writing the Company’s acceptance of this Transaction 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): [To Add Other Applicable Terms for Forward Sale] The transaction set forth in this Transaction 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 Transaction 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. If the foregoing conforms to your understanding of our agreement, please so indicate your Acceptance by signing below. Very truly yours, [ ], As Manager By: Name: Title: [ ], As Forward Purchaser [MANAGER] By: Name: Title: ACCEPTED as of the date first above written NISOURCE CENTERPOINT ENERGY, INC. By: Name: Title: Exhibit B FORM OF FORWARD PLACEMENT NOTICE [NoteDate] [Forward Purchaser] [Address] Attention: [•] [Forward Seller] [Address] Attention: [•] Reference is made to the Equity Distribution Agreement, dated as of January 10, 2024 (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: % 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 share Comments: CENTERPOINT ENERGY, INC. By: Name: Title: Exhibit C FORM OF MASTER FORWARD CONFIRMATION [ ] [ ] January [•], 2024 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 Company’s Acceptance may also 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 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 separate written acceptance referencing supplemental confirmation (each, a “Supplemental Confirmation,” and each such Supplemental Confirmation, together with this Transaction 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 delivered each Supplemental Confirmation is a confirmation for purposes of Rule 10b-10 promulgated under the Exchange Act (as defined below).]9 [MMA is acting as principal in accordance with 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 Agreement]Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.]11 [Party A is not a member 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, Citi and Xxxxxx.

Transaction Confirmation. Dear : This Transaction 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.] (in its capacity as agent for the Company in connection with any Direct Sale of Shares thereunder, the “Manager,” and in its capacity as agent for the Forward Purchaser in connection with any Forward Sale of Shares thereunder, the “Forward Seller”); and [ ] (as purchaser under any Forward Sale, the “Forward Purchaser”) with NiSource 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 $500,000,000 250,000,000 pursuant to the Equity Distribution Agreement among between the Company, the Forward Purchaser Company and the ManagerManagers set forth therein, dated May 3February , 2017 2015 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. This Transaction Confirmation relates to [a Direct Sale] [a Forward Sale]. By countersigning or otherwise indicating in writing the Company’s acceptance of this Transaction 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 Manager (if different than the Agreement): [To Add Other Applicable Terms for Forward Sale] such Manager: The transaction set forth in this Transaction 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 Transaction 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 DateDate (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). If the foregoing conforms to your understanding of our agreement, please so indicate your Acceptance by signing below. Very truly yours, [ ], As Manager By: Name: Title: [ ], As Forward Purchaser [Manager] By: Name: Title: ACCEPTED as of the date first above written NISOURCE PIEDMONT OFFICE REALTY TRUST, INC. By: Name: Title: [Note: The Exhibit B Form of Opinion of Counsel for the Operating Partnership and the Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Transaction Confirmation and delivered in accordance with the Agreement]

Transaction Confirmation. Dear : This Transaction Confirmation sets forth the terms of the agreement of [ ] (in its capacity as agent for the Company in connection with any Direct Sale sale of Shares thereunder, the “Manager,” and in its capacity as agent for the Forward Purchaser in connection with any Forward Sale of Shares thereunder, the “Forward Seller”); and [ ] (as purchaser under any Forward Sale, the “Forward Purchaser”) with NiSource 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 among between the Company, the Forward Purchaser Company and the Manager, dated May 3, 2017 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein. This Transaction Confirmation relates to [a Direct Sale] [a Forward Sale]. By countersigning or otherwise indicating in writing the Company’s acceptance of this Transaction Confirmation (an “Acceptance”), the Company shall have agreed with the Manager 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 Manager (if different than the Agreement): [To Add Other Applicable Terms for Forward Sale] + The transaction set forth in this Transaction 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 Transaction 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. If the foregoing conforms to your understanding of our agreement, please so indicate your Acceptance by signing below. Very truly yours, [ ], As Manager By: Name: Title: [ ], As Forward Purchaser By: Name: Title: ACCEPTED as of the date first above written NISOURCE INC. By: Name: Title: [Note: The Company’s Acceptance may also be evidenced by a separate written acceptance referencing this Transaction Confirmation and delivered in accordance with the Agreement]