Common use of Other Forward(s) Clause in Contracts

Other Forward(s). Counterparty agrees that it shall not (x) cause to occur, or permit to exist, any Forward Hedge Selling Period (as defined in the Sales Agreement) at any time there is (1) a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmation) with any financial institution other than Dealer (an “Other Forward Transaction”), (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Counterparty enters into with any financial institution other than Dealer, or (y) cause to occur, or permit to exist, any Unwind Period at any time there is (1) an “Unwind Period” (or equivalent concept) under any Other Forward Transaction, (2) a “Forward Hedge Selling Period” (or equivalent concept) under any Other Forward Transaction or (3) any Selling Period. Dealer acknowledges, however, that, pursuant to the Sales Agreement, Counterparty may enter into one or more forward transactions (each, an “Other ATM Forward Transaction”) with another Forward Purchaser (as defined in the Sales Agreement) (an “Other Dealer”). Dealer and Counterparty agree that if Counterparty designates a “Relevant Settlement Date” (or equivalent concept) with respect to one or more Other ATM Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Forward Transaction coincides for any period of time with an Unwind Period for a Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of a Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).

Other Forward(s). Dealer acknowledges that Counterparty agrees that it shall not (x) cause to occur, or permit to exist, any Forward Hedge Selling Period (as defined in the Sales Agreement) at any time there is (1) has entered into a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmation) with any financial institution other than Dealer transaction for the Shares on the date hereof (an the “Other Forward Transaction”), (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling PeriodAdditional Forward”) that Counterparty enters into with any financial institution other than Dealerand a substantially identical forward on December 13, or 2018 (y) cause to occur, or permit to exist, any Unwind Period at any time there is (1) an “Unwind Period” (or equivalent concept) under any Other Forward Transaction, (2) a “Forward Hedge Selling Period” (or equivalent concept) under any Other Forward Transaction or (3) any Selling Period. Dealer acknowledges, however, that, pursuant to the Sales Agreement, Counterparty may enter into one or more forward transactions (each, an “Other ATM Forward TransactionBase Forward” and together with the Other Additional Forward, Annex I - 19 the “Other Forward”) with another Forward Purchaser (as defined in the Sales Agreement) (an “Other Dealer”)[Xxxxxxx Xxxxx & Co. LLC]15 [Bank of America, N.A.]16. Dealer and Counterparty agree that if Counterparty designates a “Relevant Settlement Date” (or equivalent concept) Date with respect to one or more an Other ATM Forward Transactions and for which “Cash Settlement” (Settlement or equivalent concept) or “Net Share Settlement” (or equivalent concept) Settlement is applicable, and the resulting “Unwind Period” (or equivalent concept) Period for such an Other Forward Transaction coincides for any period of time with an Unwind Period for a the Transaction or the “Transaction” under the Base Confirmation (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Exchange Business Day and length of such Overlap Unwind Period, and Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of a the Transaction only or the “Transaction” under the Base Confirmation on alternating Scheduled Trading Days every other Exchange Business Day during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading first Exchange Business Day of such Overlap Unwind Period. Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction, by manually signing this Confirmation or this page hereof as notified to Dealer by Counterparty at least one Scheduled Trading Day prior evidence of agreement to such Overlap Unwind Period terms and providing the other information requested herein and immediately returning an executed copy [to Equity Derivatives Documentation Department, Facsimile No. 000-000-0000/83]17 [via email to the individuals listed in the notice provisions herein].18 15 Insert for BANA. 16 Insert for GS. 17 Insert for GS. 18 Insert for BANA. Yours faithfully, [XXXXXXX SACHS & CO. LLC] [BANK OF AMERICA, N.A.] By: Name: Title: Agreed and accepted by: ALLIANT ENERGY CORPORATION By: Name: Title: [Signature Page to Additional Forward Confirmation] ANNEX A PRIVATE PLACEMENT PROCEDURES If Counterparty delivers Unregistered Settlement Shares pursuant to Section 12 above (which alternating Scheduled Trading Daysa “Private Placement Settlement”), for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).then:

Other Forward(s). Dealer acknowledges that Counterparty agrees that it shall not (x) cause to occur, or permit to exist, any Forward Hedge Selling Period (as defined in the Sales Agreement) at any time there is (1) has entered into a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmation) with any financial institution other than Dealer transaction for the Shares on the date hereof (an the “Other Forward Transaction”), (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling PeriodAdditional Forward”) that Counterparty enters into with any financial institution other than Dealerand a substantially identical forward on [__]14, or 2018 (y) cause to occur, or permit to exist, any Unwind Period at any time there is (1) an “Unwind Period” (or equivalent concept) under any Other Forward Transaction, (2) a “Forward Hedge Selling Period” (or equivalent concept) under any Other Forward Transaction or (3) any Selling Period. Dealer acknowledges, however, that, pursuant to the Sales Agreement, Counterparty may enter into one or more forward transactions (each, an “Other ATM Forward TransactionBase Forward” and together with the Other Additional Forward, the “Other Forwards”) with another Forward Purchaser (as defined in the Sales Agreement) (an “Other Dealer”)[Bank of America, N.A.]15[Xxxxxxx Xxxxx & Co. LLC]16. Dealer and Counterparty agree that if Counterparty designates a “Relevant Settlement Date” (or equivalent concept) Date with respect to one or more an Other ATM Forward Transactions and for which “Cash Settlement” (Settlement or equivalent concept) or “Net Share Settlement” (or equivalent concept) Settlement is applicable, and the resulting “Unwind Period” (or equivalent concept) Period for such an Other Forward Transaction coincides for any period of time with an Unwind Period for a the Transaction or the “Transaction” under the Base Confirmation (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Exchange Business Day and length of such Overlap Unwind Period, and Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of a the Transaction only or the “Transaction” under the Base Confirmation on alternating Scheduled Trading Days every other Exchange Business Day during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading [first]17[second]18 Exchange Business Day of such Overlap Unwind Period. Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction, by manually signing this Confirmation or this page hereof as notified to Dealer by Counterparty at least one Scheduled Trading Day prior evidence of agreement to such Overlap Unwind Period terms and providing the other information requested herein and immediately returning an executed copy to [Equity Derivatives Documentation Department, Facsimile No. 000-000-0000/83]19[Dealer]20. 14 Insert date of the relevant base confirmation. 15 Insert for GS. 16 Insert for BANA. 17 Insert for GS. 18 Insert for BANA. 19 Insert for GS. 20 Insert for BANA. Yours faithfully, [XXXXXXX SACHS & CO. LLC][BANK OF AMERICA, N.A.] By: Name: Title: Agreed and accepted by: ATMOS ENERGY CORPORATION By: Name: Title: ANNEX A PRIVATE PLACEMENT PROCEDURES If Counterparty delivers Unregistered Settlement Shares pursuant to Section 12 above (which alternating Scheduled Trading Daysa “Private Placement Settlement”), for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).then:

Other Forward(s). Counterparty agrees Party A acknowledges that it shall not (x) cause to occur, or permit to exist, any Forward Hedge Selling Period (as defined in the Sales Agreement) at any time there is (1) Party B has entered into a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmationtransaction for the Shares on the date hereof (the “Other Additional Forward”) with any financial institution other than Dealer an affiliate of X.X. Xxxxxx Securities LLC (an the “Other Forward Transaction”), (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Counterparty enters into with any financial institution other than Dealer, or (y) cause to occur, or permit to exist, any Unwind Period at any time there is (1) an “Unwind Period” (or equivalent concept) under any Other Forward Transaction, (2) a “Forward Hedge Selling Period” (or equivalent concept) under any Other Forward Transaction or (3) any Selling Period. Dealer acknowledges, however, that, pursuant to the Sales Agreement, Counterparty may enter into one or more forward transactions (each, an “Other ATM Forward Transaction”) with another Forward Purchaser (as defined in the Sales Agreement) (an “Other DealerCounterparty”). Dealer Party A and Counterparty Party B agree that if Counterparty Party B designates a “Relevant Settlement Date” (or equivalent concept) Date with respect to one or more the Other ATM Additional Forward Transactions and for which “Cash Settlement” (Settlement or equivalent concept) or “Net Share Settlement” (or equivalent concept) Settlement is applicable, and the resulting “Unwind Period” (or equivalent concept) Period for such the Other Additional Forward Transaction coincides for any period of time with an Unwind Period for a the Transaction (the “Overlap Unwind Period”), Counterparty Party B shall notify Dealer at least one Scheduled Trading Day Party A prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Exchange Business Day and length of such Overlap Unwind Period, and Dealer and, subject to the immediately succeeding paragraph, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day that is not a Transaction only on alternating Scheduled Trading Days Suspension Day during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day second day of such Overlap Unwind Period. Party A additionally acknowledges that Party B has entered into a substantially identical forward transaction with respect to 4,000,000 Shares pursuant to a confirmation dated as of September 24, as notified to Dealer by Counterparty at least one Scheduled Trading Day 2013 (the “Other Base Confirmation”) with the Other Forward Counterparty. Party A and Party B agree that if Party B designates a Settlement Date under the Other Base Confirmation for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Other Base Confirmation coincides, or would coincide if not for the provisions set forth under clause (y) below, for any period of time with an Unwind Period for the Transaction (such period, the “Other Matching Unwind Period”), then Party B shall notify Party A prior to the commencement of such Overlap Other Matching Unwind Period of the first Exchange Business Day and the length of such Other Matching Unwind Period and (which alternating Scheduled Trading Daysx) if (and for so long as) the Other Matching Unwind Period also coincides for any period of time with an Unwind Period under the Base Confirmation, Party A shall only be permitted to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day that is not a Suspension Day during the Other Matching Unwind Period, commencing on the second day of such Other Matching Unwind Period and (y) in all other cases (including, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one the Unwind Period for the Transaction coincides for any period of time with the Overlap Unwind Period and the Other Dealer in such Overlap Matching Unwind Period but not with an Unwind Period under the Base Confirmation), for the duration of the Other Matching Unwind Period, every third Scheduled Trading the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day if there are two immediately following the date the Other Dealers, etcMatching Unwind Period ends. Party B shall promptly notify Party A of the end of any Other Matching Unwind Period.).

Other Forward(s). Dealer acknowledges that Counterparty agrees that it shall not (x) cause to occur, or permit to exist, any Forward Hedge Selling Period (as defined in the Sales Agreement) at any time there is (1) has entered into a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmationtransaction for the Shares on the date hereof (the “Other Additional Forward”) with any financial institution other than Dealer [Credit Suisse Capital LLC][Xxxxxxx Xxxxx & Co. LLC] (an the “Other Forward Transaction”), (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Counterparty enters into with any financial institution other than Dealer, or (y) cause to occur, or permit to exist, any Unwind Period at any time there is (1) an “Unwind Period” (or equivalent concept) under any Other Forward Transaction, (2) a “Forward Hedge Selling Period” (or equivalent concept) under any Other Forward Transaction or (3) any Selling Period. Dealer acknowledges, however, that, pursuant to the Sales Agreement, Counterparty may enter into one or more forward transactions (each, an “Other ATM Forward Transaction”) with another Forward Purchaser (as defined in the Sales Agreement) (an “Other DealerCounterparty”). Dealer and Counterparty agree that if Counterparty designates a “Relevant Settlement Date” (or equivalent concept) Date with respect to one or more the Other ATM Additional Forward Transactions and for which “Cash Settlement” (Settlement or equivalent concept) or “Net Share Settlement” (or equivalent concept) Settlement is applicable, and the resulting “Unwind Period” (or equivalent concept) Period for such the Other Additional Forward Transaction coincides for any period of time with an Unwind Period for a the Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Exchange Business Day and length of such Overlap Unwind Period, and Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of a the Transaction only on alternating Scheduled Trading Days every other Exchange Business Day during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading [first]10 [second]11 Exchange Business Day of such Overlap Unwind Period. Dealer additionally acknowledges that Counterparty has entered into a substantially identical forward transaction with respect to 10,000,000 Shares pursuant to a confirmation dated as of March 27, as notified to 2018 (the “Other Base Confirmation”) with the Other Forward Counterparty. Dealer by and Counterparty at least one Scheduled Trading Day agree that if Counterparty designates a Relevant Settlement Date under the Other Base Confirmation for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period under the Other Base Confirmation coincides, or would coincide if not for the provisions set forth under clause (y) below, for any period of time with an Unwind Period for the Transaction (such period, the “Other Matching Unwind Period”), then Counterparty shall notify Dealer prior to the commencement of such Overlap Other Matching Unwind Period of the first Exchange Business Day and the length of such Other Matching Unwind Period and (which alternating Scheduled Trading Daysx) if (and for so long as) the Other Matching Unwind Period also coincides for any period of time with an Unwind Period under the Base Confirmation, Dealer shall only be permitted 10 Insert for GS. 11 Insert for CS. to purchase Shares to unwind its hedge in respect of the Transaction on every other Exchange Business Day during the Other Matching Unwind Period, commencing on the [first]12 [second]13 Exchange Business Day of such Other Matching Unwind Period and (y) in all other cases (including, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one the Unwind Period for the Transaction coincides for any period of time with the Overlap Unwind Period and the Other Dealer in such Overlap Matching Unwind Period but not with an Unwind Period under the Base Confirmation), for the duration of the Other Matching Unwind Period, every third Scheduled Trading the Unwind Period under this Confirmation shall not commence (or, if the Unwind Period under this Confirmation has already commenced, such Unwind Period shall be suspended) until the Exchange Business Day if there are two immediately following the date the Other Dealers, etcMatching Unwind Period ends. Counterparty shall promptly notify Dealer of the end of any Other Matching Unwind Period.).

Other Forward(s). Counterparty agrees that it shall not (x) cause to occur, or permit to exist, any Forward Hedge Selling Period (as defined in the Sales Agreement) at any time there is (1) a “Forward Hedge Selling Period” (or equivalent concept) relating to any other issuer forward sale or similar transaction (including, without limitation, any “Transaction” under (as and defined under) any substantially identical master forward confirmation) with any financial institution other than Dealer (an “Other Forward Transaction”), ) or (2) any “Unwind Period” (or equivalent concept) hereunder or under any Other Forward Transaction or (3) any other period in which Counterparty directly or indirectly issues and sells Shares pursuant to an underwriting agreement (or similar agreement including, without limitation, any equity distribution agreement) (such period, a “Selling Period”) that Counterparty enters into with any financial institution other than Dealer, or (y) cause to occur, or permit to exist, any Unwind Period at any time there is (1) an “Unwind Period” (or equivalent concept) under any Other Forward Transaction, (2) a “Forward Hedge Selling Period” (or equivalent concept) under any Other Forward Transaction or (3) any Selling Period. Dealer acknowledges, however, that, pursuant to the Sales Equity Distribution Agreement, Counterparty may enter into one or more forward transactions (each, an “Other ATM Forward Transaction”) with another Forward Purchaser (as defined in the Sales Equity Distribution Agreement) (an “Other Dealer”). Dealer and Counterparty agree that if Counterparty designates a “Relevant Settlement Date” (or equivalent concept) with respect to one or more Other ATM Forward Transactions for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for such Other Forward Transaction coincides for any period of time with an Unwind Period for a Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of a Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, would be every other Scheduled Trading Day if there is only one Other Dealer in such Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).