Common use of Terms of Warrants Clause in Contracts

Terms of Warrants. Designation of the Series of Warrants: [Call] [Put] Warrants Warrant Property: Aggregate Number of Warrants: Warrant Exercise Price: Dates upon which Warrants may be exercised: Expiration Date: Currency in which exercise payments shall be made: [Maximum number of Warrants exercisable on any day:] Formula for determining Cash Settlement Value: Exchange Rate (or method of calculation): Other Terms: Terms of Purchase Contracts Designation of the Series of Purchase Contracts: [Purchase][Sale] Purchase Contracts Purchase Contract Property: Aggregate Number of Purchase Contracts: Price to Public: Settlement Date: [Purchase/Sale] Price of Purchase Contract Property Form: Other Terms: Capitalized terms used above and not defined herein shall have the meanings set forth in the Prospectus and Prospectus Supplement referred to above. All communications hereunder shall be in writing and effective only upon receipt and (a) if to the Underwriters, shall be delivered, mailed or sent via facsimile in care of [ ], facsimile number [ ], Attention: [ ], or (b) if to the Company, shall be delivered, mailed or sent via facsimile to 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person and will not claim that the Underwriters are acting in such capacity in connection with the offering of the Offered Securities contemplated hereby. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Offered Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. Except as set forth herein, all provisions contained in the document entitled Westar Energy, Inc. Underwriting Agreement Standard Provisions (Debt Securities, First Mortgage Bonds, Warrants, Purchase Contracts and Units) dated [ ], (the “Standard Provisions”), a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, [Names of Lead Managers] On behalf of themselves and the other Underwriters named herein By [ ] By: [ ] Name: Title: Accepted: WESTAR ENERGY, INC. By: Name: Title: SCHEDULE I TIME OF SALE PROSPECTUS

Terms of Warrants. Designation of the Series of Warrants: [Call] [Put] Warrants Warrant Property: Aggregate Number of Warrants: Warrant Exercise Price: Dates upon which Warrants may be exercised: Expiration Date: Currency in which exercise payments shall be made: [Maximum number of Warrants exercisable on any day:] Formula for determining Cash Settlement Value: Exchange Rate (or method of calculation): Other Terms: Terms of Purchase Contracts Designation of the Series of Purchase Contracts: [Purchase][Sale] Purchase Contracts Purchase Contract Property: Aggregate Number of Purchase Contracts: Price to Public: Settlement Date: [Purchase/Sale] Price of Purchase Contract Property Form: Other Terms: Capitalized terms used above and not defined herein shall have the meanings set forth in the Prospectus and Prospectus Supplement referred to above. All communications hereunder shall be in writing and effective only upon receipt and (a) if to the Underwriters, shall be delivered, mailed or sent via facsimile in care of [ ], facsimile number [ ], Attention: [ ], or (b) if to the Company, shall be delivered, mailed or sent via facsimile to 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person and will not claim that the Underwriters are acting in such capacity in connection with the offering of the Offered Securities contemplated hereby. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Offered Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. Except as set forth hereinbelow, all provisions contained in the document entitled Westar Energy, Inc. Underwriting Agreement Standard Provisions (Debt Securities, First Mortgage Bonds, Warrants, Purchase Contracts Contracts, Units and UnitsGuarantees) dated [ ], (the “Standard Provisions”), a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, [Names Name of Lead ManagersManager] On behalf of themselves and the other Underwriters named herein By [ ] By: [ ] Name: Title: Accepted: WESTAR ENERGY, INC. By: Name: Title: [SUBSIDIARY GUARANTOR] By: Name: Title: SCHEDULE I TIME OF SALE PROSPECTUS

Terms of Warrants. Designation of the Series of Warrants: [Call] [Put] Warrants Warrant Property: Aggregate Number of Warrants: Warrant Exercise Price: Dates upon which Warrants may be exercised: Expiration Date: Currency in which exercise payments shall be made: [Maximum number of Warrants exercisable on any day:] Formula for determining Cash Settlement Value: Exchange Rate (or method of calculation): Other Terms: Terms of Purchase Contracts Designation of the Series of Purchase Contracts: [Purchase][Sale] Purchase Contracts Purchase Contract Property: Aggregate Number of Purchase Contracts: Price to Public: Settlement Date: [Purchase/Sale] Price of Purchase Contract Property Form: Other Terms: Capitalized terms used above and not defined herein shall have the meanings set forth in the Prospectus and Prospectus Supplement referred to above. All communications hereunder shall be in writing and effective only upon receipt and (a) if to the Underwriters, shall be delivered, mailed or sent via facsimile in care of [ ], facsimile number [ ], Attention: [ ], or (b) if to the Company, shall be delivered, mailed or sent via facsimile to 000 Xxxxx 1000 Xxxxxx Xxxxxx, XxxxxxXxxxxxxxxxxx, Xxxxxx Xxxxxxxxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person and will not claim that the Underwriters are acting in such capacity in connection with the offering of the Offered Securities contemplated herebyperson. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Offered Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. Except as set forth hereinbelow, all provisions contained in the document entitled Westar Energy, Inc. Comcast Corporation Underwriting Agreement Standard Provisions (Debt Securities, First Mortgage Bonds, Warrants, Purchase Contracts Contracts, Units and UnitsGuarantees) dated [ ], (the “Standard Provisions”), a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, [Names Name of Lead Managers] On behalf of themselves and the other Underwriters named herein By By: [ ] By: [ ] Name: Title: Accepted: WESTAR ENERGYCOMCAST CORPORATION By: Name: Title: [COMCAST CABLE COMMUNICATIONS, LLC] By: Name: Title: [COMCAST CABLE COMMUNICATIONS HOLDINGS, INC. .] By: Name: Title: [COMCAST CABLE HOLDINGS, LLC] By: Name: Title: [COMCAST MO GROUP, INC.] By: Name: Title: [COMCAST MO OF DELAWARE, LLC] By: Name: Title: SCHEDULE I TIME OF SALE PROSPECTUS

Terms of Warrants. Designation Subject to the provisions of Articles Four and Five, each whole A Warrant issued under section 2.1 shall entitle the holder thereof to receive one Share, subject to adjustment in accordance with Article Five, in partial consideration for the purchase by the Company of the Series of Warrants: [Call] [Put] Warrants Warrant Property: Aggregate Number of Warrants: Stock in accordance with the Option Agreement on the Class A Warrant Exercise Price: Dates upon Date. Subject to the provisions of Articles Four and Five, each whole B Warrant issued under section 2.1 shall entitle the holder thereof to acquire one Share, subject to adjustment in accordance with Article Five, in partial payment of the Excess Reserves Payment in accordance with the Purchase Agreement at any time during the Class B Warrant Exercise Period. Fractional Warrants shall not be issued or provided for. Warrant Certificates A Warrants and B Warrants shall be issued in registered form only and shall be evidenced only by Warrant Certificates, which Warrants shall be substantially in the forms attached as Schedule "A" or Schedule "B" hereto, respectively, with such additions, variations or omissions as may be exercised: Expiration Date: Currency in which exercise payments permitted by the provisions of this Indenture or may from time to time be agreed upon between the Company and the Trustee, shall be made: [Maximum number dated as of Warrants exercisable on any day:] Formula for determining Cash Settlement Value: Exchange Rate date hereof (or method regardless of calculation): Other Terms: Terms their actual dates of Purchase Contracts Designation issue), shall bear such legends and distinguishing letters and numbers as the Company shall, with the approval of the Series Trustee, prescribe, shall be issuable in any denomination excluding fractions, and each Warrant Certificate issued upon the exercise of Purchase Contracts: [Purchase][Sale] Purchase Contracts Purchase Contract Property: Aggregate Number a Special Warrant the certificate of Purchase Contracts: Price to Public: Settlement Date: [Purchase/Sale] Price of Purchase Contract Property Form: Other Terms: Capitalized terms used above and not defined herein shall have which contains the meanings legend set forth in subsection 2.2(2) of the Prospectus Special Warrant Indenture, and Prospectus Supplement referred to above. All communications hereunder shall be all certificates issued in writing and effective only upon receipt and (a) if exchange therefor or in substitution thereof, will bear a legend to the Underwritersfollowing effect: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THE HOLDER HEREOF, BY PURCHASING SUCH The Trustee shall be delivered, mailed or sent via facsimile in care of [ ], facsimile number [ ], Attention: [ ], or (b) if to the Company, shall be delivered, mailed or sent via facsimile to 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges maintain and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty make available to the Company with respect lists of all persons who are entitled to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person and will not claim that the Underwriters are acting in such capacity in connection with the offering of the Offered Securities contemplated hereby. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Offered Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herebyWarrant Certificates, and the Underwriters Trustee shall have no responsibility mail or liability deliver Warrant Certificates evidencing whole Warrants to the Company with respect thereto. Any review those persons or as directed by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. Except as set forth herein, all provisions contained in the document entitled Westar Energy, Inc. Underwriting Agreement Standard Provisions (Debt Securities, First Mortgage Bonds, Warrants, Purchase Contracts and Units) dated [ ], (the “Standard Provisions”), a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, [Names of Lead Managers] On behalf of themselves and the other Underwriters named herein By [ ] By: [ ] Name: Title: Accepted: WESTAR ENERGY, INC. By: Name: Title: SCHEDULE I TIME OF SALE PROSPECTUS.

Terms of Warrants. Designation of the Series of Warrants: [Call] [Put] Warrants Warrant Property: Aggregate Number of Warrants: Warrant Exercise Price: Dates upon which Warrants may be exercised: Expiration Date: Currency in which exercise payments shall be made: [Maximum number of Warrants exercisable on any day:] Formula for determining Cash Settlement Value: Exchange Rate (or method of calculation): Other Terms: Terms of Purchase Contracts Designation of the Series of Purchase Contracts: [Purchase][Sale] Purchase Contracts Purchase Contract Property: Aggregate Number of Purchase Contracts: Price to Public: Settlement Date: [Purchase/Sale] Price of Purchase Contract Property Form: Other Terms: Capitalized terms used above and not defined herein shall have the meanings set forth in the Prospectus and Prospectus Supplement referred to above. All communications hereunder shall be in writing and effective only upon receipt and (a) if to the Underwriters, shall be delivered, mailed or sent via facsimile in care of [ ], facsimile number [ ], Attention: [ ], or (b) if to the Company, shall be delivered, mailed or sent via facsimile to 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person and will not claim that the Underwriters are acting in such capacity in connection with the offering of the Offered Securities contemplated hereby. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Offered Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. Except as set forth herein, all provisions contained in the document entitled Westar Energy, Inc. Underwriting Agreement Standard Provisions (Debt Securities, First Mortgage Bonds, Warrants, Purchase Contracts and Units) dated [ ], (the “Standard Provisions”), a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Agreement and (iii) all references in such document to a type of agreement that has not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a part of this Agreement. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the space set forth below. Very truly yours, [Names of Lead Managers] On behalf of themselves and the other Underwriters named herein By [ ] By: [ ] Name: Title: Accepted: WESTAR ENERGY, INC. By: Name: Title: SCHEDULE I TIME OF SALE PROSPECTUS