From: Citibank, N.A. New York, NY 10013 Attention: Theodore Finkelstein, Eric Natelson and Bianca Gotuaco Date: November 7, 2023 To: Sempra San Diego, CA 92101 Attention: General Counsel & Treasurer Re: Registered Forward TransactionRegistered Forward Transaction • November 13th, 2023 • Sempra • Gas & other services combined • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and Sempra (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.
Sempra Common Stock, No Par Value Underwriting Agreement November 7, 2023Underwriting Agreement • November 13th, 2023 • Sempra • Gas & other services combined
Sempra, a California corporation (the “Company”), confirms its agreement (this “Agreement”) with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), with respect to the sale (the “Forward Sale”) by Morgan Stanley & Co. LLC (“Morgan Stanley”), in its capacity as an agent of the Forward Purchaser Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. (“Citi”), in its capacity as an agent of the Forward Purchaser Citibank, N.A. (each, as such, a “Forward Seller” and collectively, the “Forward Sellers”), acting severally and not jointly, of the respective numbers of shares of the Company’s common stock, no par value (the “Common Stock”) to be sold by them as set forth under the headings “Number of Forward Shares to be Purchased
