Exhibit 10.1


 


	DATE:	[·], 20[·]
	 	 
	TO:	Duke Energy Corporation
 526 South Church Street
 Charlotte, North Carolina  28202
	 	 
	EMAIL:	[·]
	 	 
	TELEPHONE	[·]
	 	 
	FROM:	[Dealer]

 [c/o [Agent] 

as Agent for [Dealer]]

 [Street Address]

 [City, State and Zip Code]
	 	 
	EMAIL: 	[·] 
	 	 
	TELEPHONE:	[·]
	 	 
	SUBJECT:	Issuer Forward Transaction
	 	 
	[Reference Number(s):	[·]]



 


The purpose of this letter
agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between [Dealer]
(“Dealer”)[, through its agent [Agent] (the “Agent”),] and Duke Energy Corporation (“Counterparty”),
on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a “Confirmation” as
referred to in the Agreement specified below. This Confirmation is a confirmation for purposes of Rule 10b-10 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).


 


This Confirmation evidences
a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates
and supersedes all prior or contemporaneous written or oral communications with respect thereto. This Confirmation, together with any
other Confirmations for registered forward transactions entered into between Dealer and Counterparty (each, an “Additional Confirmation”),
shall supplement, form a part of, and be subject to an agreement (the “Agreement”) in the form of the 1992 ISDA Master
Agreement (Multicurrency – Cross Border) as if Dealer and Counterparty had executed an agreement in such form (without any Schedule
but with the elections set forth in this Confirmation) on the Trade Date. The Transaction and the Transactions to which the Additional
Confirmations, if any, relate (each, an “Additional Transaction”) shall be the sole Transactions under the Agreement.
If there exists any ISDA Master Agreement between Dealer and Counterparty or any confirmation or other agreement between Dealer and Counterparty
pursuant to which an ISDA Master Agreement is deemed to exist between Dealer and Counterparty, other than the Additional Confirmations,
then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to
which Dealer and Counterparty are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such
existing or deemed ISDA Master Agreement.


 






    


     


    

 


The
definitions and provisions contained in the 2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity
Derivatives Definitions (the “Equity Definitions”) as published by the International Swaps and Derivatives Association, Inc.
(“ISDA”) are incorporated into this Confirmation. Any reference to a currency shall have the meaning contained
in Section 1.7 of the 2006 ISDA Definitions as published by ISDA.


 


THIS CONFIRMATION AND THE
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE
THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION. Notwithstanding the foregoing, or anything
to the contrary in this Confirmation or the Agreement, counterparty does not by this Confirmation or the Transaction hereunder submit
to the jurisdiction of any foreign nation or foreign supranational organization or such entity’s laws or regulations, including
without limitation the European Market Infrastructure Regulation. This Confirmation, THE AGREEMENT and the Transaction are intended to
be governed by the internal laws of the State of New York and not the laws, rules or regulations of any foreign jurisdiction.


 


THE PARTIES HERETO IRREVOCABLY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH
OF MANHATTAN IN NEW YORK CITY IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY
CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.


 


Each of Dealer and Counterparty
acknowledges to and agrees with the other party hereto and to and with the Agent that (i) the Agent is acting as agent for Dealer
under the Transaction pursuant to instructions from Dealer, (ii) the Agent is not a principal or party to the Transaction, and may
transfer its rights and obligations with respect to the Transaction, it being understood that no such transfer shall release Dealer from
any of its obligations with respect to the Transaction, (iii) the Agent shall have no responsibility, obligation or liability, by
way of issuance, guaranty, endorsement or otherwise in any manner with respect to the performance of either party under the Transaction,
(iv) Dealer and the Agent have not given, and Counterparty is not relying (for purposes of making any investment decision or otherwise)
upon, any statements, opinions or representations (whether written or oral) of Dealer or the Agent, other than the representations expressly
set forth in this Confirmation or the Agreement, and (v) each party agrees to proceed solely against the other party, and not the
Agent, to collect or recover any money or securities owed to it in connection with the Transaction. Each party hereto acknowledges and
agrees that the Agent is an intended third party beneficiary hereunder. Counterparty acknowledges that the Agent is an affiliate of Dealer.
Dealer will be acting for its own account in respect of this Confirmation and the Transaction contemplated hereunder.


 






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The time of dealing for the
Transaction will be confirmed by Dealer upon written request by Counterparty. The Agent will furnish to Counterparty upon written request
a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction.


 


1.            In
the event of any inconsistency among this Confirmation, the Swap Definitions, the Equity Definitions or the Agreement, the following will
prevail for purposes of the Transaction in the order of precedence indicated: (i) this Confirmation; (ii) the Equity Definitions;
(iii) the Swap Definitions and (iv) the Agreement.


 


2.            Each
party will make each payment specified in this Confirmation as being payable by such party not later than the specified due date, for
value on that date in the place of the account specified below or otherwise specified in writing, in freely transferable funds and in
a manner customary for payments in the required currency.


 


3.            General
Terms:


 


	 	Buyer:	Dealer.
	 	 	 
	 	Seller:	Counterparty.
	 	 	 
	 	Trade Date:	[·], 20[·].
	 	 	 
	 	Effective Date:	The first day occurring on or after the Trade Date on which Shares that are sold through [the Agent], acting as forward seller for Dealer, pursuant to the Equity Distribution Agreement (as hereinafter defined) have settled.
	 	 	 
	 	Number of Shares:	The aggregate number of Shares that are sold through  the Agent, acting as forward seller for Dealer, pursuant to the Equity Distribution Agreement during the period from and including the Trade Date through and including the Hedge Completion Date; provided, however, that on each Settlement Date, the Number of Shares shall be reduced by the number of Settlement Shares settled on such date.
	 	 	 
	 	Hedge Completion Date:	The earliest of (i) the date specified in writing as the Hedge Completion Date by Counterparty on or before such specified Hedge Completion Date, (ii) any Settlement Date and (iii) [·], 20[·]. Promptly after the Hedge Completion Date, Dealer will furnish Counterparty with a pricing supplement (the “Pricing Supplement”) substantially in the form of Annex B hereto specifying the Number of Shares as of the Hedge Completion Date (the “Initial Number of Shares”) and the Initial Forward Price, all determined in accordance with the terms hereof.



 






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	 	Initial Forward Price:	[·]%1 of the Adjusted Volume-Weighted Hedge Price.
	 	 	 
	 	Adjusted Volume-Weighted Hedge Price:	The volume weighted average price at which the Shares are sold through the Agent, acting as forward seller for Dealer, pursuant to the Equity Distribution Agreement during the period from and including the Trade Date through and including the Hedge Completion Date (adjusted as the Calculation Agent determines appropriate to (i) reflect on each day during such period the sum of 1 and the Daily Rate for such day multiplied by the then-Initial Forward Price as of such day and (ii) reduce the then-Initial Forward Price by the relevant Forward Price Reduction Amount  on each Forward Price Reduction Date occurring on or before the Hedge Completion Date) (such period, the “Initial Hedge Period”).
	 	 	 
	 	Maturity Date:	[·], 20[·] (or, if such date is not a Clearance System Business Day, the next following Clearance System Business Day).
	 	 	 
	 	Daily Forward Price:	On the Hedge Completion Date, the Initial Forward Price, and on any other day, the Daily Forward Price as of the immediately preceding calendar day multiplied by the sum of (i) 1 and (ii) the Daily Rate for such day; provided that on each Forward Price Reduction Date (including, for the avoidance of doubt, any Forward Price Reduction Date occurring from the Trade Date to a date on or before the Effective Date), the Daily Forward Price in effect on such date shall be the Daily Forward Price otherwise in effect on such date, minus the Forward Price Reduction Amount for such Forward Price Reduction Date.
	 	 	 
	 	Daily Rate:	For any day, (i)(A) the Overnight Bank Funding Rate for such day, minus (B) the Spread, divided by (ii) 365.  For the avoidance of doubt, the Daily Rate may be negative.
	 	 	 
	 	Overnight Bank Funding Rate	For any day, the rate set forth for such day opposite the caption “Overnight Bank Funding Rate”, as such rate is displayed on the page “OBFR01 <Index> <GO>“ on the BLOOMBERG Professional Service, or any successor page; provided that if no rate appears for any day on such page, the rate for the immediately preceding day for which a rate appears shall be used for such day.



 





 






1 To be: 1 minus the Forward Hedge Selling Commission
Rate (as defined in the Equity Distribution Agreement), expressed as a percentage.


 






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	 	Spread:	[·]2%.
	 	 	 
	 	Forward Price Reduction Date:	Each ex-dividend date for the Shares as set forth in Schedule I hereto.
	 	 	 
	 	Forward Price Reduction  Amount:	For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I.
	 	 	 
	 	Shares:	Common stock, USD 0.001 par value per share, of Counterparty (Exchange identifier: “DUK”).
	 	 	 
	 	Exchange:	New York Stock Exchange.
	 	 	 
	 	Related Exchange(s):	All Exchanges.
	 	 	 
	 	Clearance System:	The Depository Trust Company.
	 	 	 
	 	Valuation:	 
	 	 	 
	 	Designated Valuation:	Subject to Section 9 of this Confirmation, Counterparty shall have the right to designate a date (a “Designated Date”) occurring on or prior to the Maturity Date for a valuation and settlement of the Transaction with respect to all or a portion of the Undesignated Shares as of the Designated Date by written notice to Dealer delivered no later than the applicable Settlement Method Election Date; provided that Counterparty may not designate a Designated Date occurring during an Unwind Period that is not the Designated Date for such Unwind Period.  The portion of the Undesignated Shares designated for valuation and settlement in respect of a Designated Date shall be the “Designated Shares” for such Designated Date.  If the number of Undesignated Shares on the Maturity Date is greater than zero, then the Maturity Date will be a Designated Date for a Physical Settlement with a number of Designated Shares equal to such number of Undesignated Shares.
	 	 	 
	 	Valuation Date:	With respect to any Physical Settlement, the relevant Designated Date.  With respect to any Cash Settlement or Net Share Settlement, the last day of the related Unwind Period.
	 	 	 
	 	Undesignated Shares:	At any time, the Number of Shares minus the aggregate number of Designated Shares for all Designated Dates occurring prior to such time.



 





 






2 To be as recorded in the applicable Placement Notice (as amended by the corresponding Acceptance, if
applicable), with each such term as defined in the Equity Distribution Agreement.


 






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	 	Unwind Period:	For any Cash Settlement or Net Share Settlement, a period beginning on, and including, the Designated Date and ending on the date on which Dealer or its affiliates finishes unwinding Dealer’s Hedge Positions in respect of such Designated Date.
	 	 	 
	 	Market Disruption Event:	Section 6.3(a) of the Equity Definitions shall be amended by deleting the words “at any time during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and replacing them with the words “at any time during the regular trading session on the Exchange, without regard to after hours or any other trading outside of the regular trading session hours”, and by replacing “or (iii) an Early Closure” with: “(iii) an Early Closure, or (iv) a Regulatory Disruption.”
	 	 	 
	 	 	Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
	 	 	 
	 	 	Any Exchange Business Day on which, as of the date hereof, the Exchange is scheduled to close prior to its normal close of trading shall be deemed not to be an Exchange Business Day; if a closure of the Exchange prior to its normal close of trading on any Exchange Business Day is scheduled following the date hereof, then such Exchange Business Day shall be deemed to be a Disrupted Day in full.
	 	 	 
	 	 	A “Regulatory Disruption” shall occur if Dealer determines in good faith and in its reasonable discretion, based on the advice of counsel, that it is appropriate in light of legal, regulatory or self-regulatory requirements or related policies or procedures (so long as such requirements, policies or procedures, if voluntarily adopted by Dealer, generally are applicable in similar circumstances and are not arbitrarily or capriciously applied) for Dealer (or its agent or affiliate) to refrain from all or any part of the market activity in which it would otherwise engage in connection with the Transaction.
	 	 	 
	 	Consequences of Disrupted Days:	As set forth in Section 9 of this Confirmation.



 






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	 	Settlement:	 
	 	 	 
	 	Settlement Date:	The date one Settlement Cycle following each Valuation Date.
	 	 	 
	 	Settlement Method Election:	Applicable; provided that:
	 	 	 



 


	 	 	(i)	Net Share Settlement shall be deemed to be included as an additional potential settlement method under
Section 7.1 of the Equity Definitions;
	 	 	 	 
	 	 	(ii)	Counterparty may elect Cash Settlement or Net Share Settlement only if Counterparty represents and warrants
to Dealer in writing that, as of the date of such election,
	 	 	 	 
	 	 	 	(A)	Counterparty is not aware of any material non-public information
concerning itself or the Shares;
	 	 	 	 	 
	 	 	 	(B)	Counterparty is electing the settlement method and designating
the related Designated Date in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 under the Exchange
Act (“Rule 10b-5”) or any other provision of the federal securities laws;
	 	 	 	 	 
	 	 	 	(C)	Counterparty is not “insolvent” (as such term is
defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”));
	 	 	 	 	 
	 	 	 	(D)	Counterparty would be able to purchase, in open market transactions,
a number of Shares equal to the number of related Designated Shares (or, if greater in the case of a Net Share Settlement, a number of
Shares with a value as of the date of such election equal to the product of (I) such number of Designated Shares and (II) the
then-current Daily Forward Price) in compliance with the laws of Counterparty’s jurisdiction of organization;
	 	 	 	 	 
	 	 	 	(E)	Counterparty is not electing Cash Settlement or Net Share Settlement
to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise
or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) in violation
of the Exchange Act or any other applicable securities laws; and 



 






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	 	 	 	(F)	such election, and settlement in accordance therewith, does
not and will not violate or conflict with any law, regulation or supervisory guidance applicable to Counterparty, or any order or judgment
of any court or other agency of government applicable to it or any of its assets, and any governmental consents that are required to
have been obtained by Counterparty with respect to such election or settlement have been obtained and are in full force and effect and
all conditions of any such consents have been complied with.
	 	 	 	 	 
	 	 	(iii)	Notwithstanding any election to the contrary as of any Settlement Method Election Date, Physical Settlement
shall be applicable:
	 	 	 	 
	 	 	 	(A)	to all of the Designated Shares for the relevant Designated
Date if, on the relevant Settlement Method Election Date, (I) the trading price per Share on the Exchange (as determined by Dealer)
is below fifty percent (50%) of the Initial Forward Price (the “Threshold Price”) or (II) Dealer determines,
in its good faith and reasonable judgment, that it would be unable to purchase a number of Shares in the market sufficient to unwind
its hedge position in respect of the Transaction and satisfy its delivery obligation hereunder, if any, by the Maturity Date (taking
into account any overlapping unwind periods in any Additional Transactions) (x) in a manner that (A) would, if purchases by
Dealer were considered purchases by Counterparty or by an affiliated purchaser of Counterparty, be compliant with the safe harbor provided
by Rule 10b-18(b) under the Exchange Act (“Rule 10b-18(b)”) and (B) based on the advice of counsel,
would not raise material risks under applicable securities laws or (y) due to the lack of sufficient liquidity in the Shares (each,
a “Trading Condition”); or
	 	 	 	 	 
	 	 	 	(B)	to all or a portion of the Designated Shares for the relevant
Designated Date if, on any day during the relevant Unwind Period, (I) the trading price per Share on the Exchange (as determined
by Dealer) is below the Threshold Price or (II) Dealer determines, in its good faith and reasonable judgment, that a Trading Condition
has occurred, in which case the provisions set forth below in Section 9(c) of this Confirmation shall apply as if such day
were the “Early Valuation Date” and (x) for purposes of clause (i) of such paragraph, such day shall be the last
Unwind Date of such Unwind Period and the “Unwound Shares” shall be calculated to, and including, such day and (y) for
purposes of clause (ii) of such paragraph, the “Remaining Amount” shall be equal to the number of Designated Shares
for the relevant Designated Date minus the Unwound Shares determined in accordance with clause (x) of this sentence.



 






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	 	Electing Party:	Counterparty.
	 	 	 
	 	Settlement Method Election Date:	The second Scheduled Trading Day immediately preceding the relevant Designated Date, except that in the case of Physical Settlement, the date specified in writing by Counterparty no later than 5:00 p.m., New York City time, on the relevant Designated Date.
	 	 	 
	 	Default Settlement Method:	Physical Settlement.
	 	 	 
	 	Physical Settlement:	If Physical Settlement is applicable, then on the relevant Settlement Date, Dealer will pay to Counterparty an amount equal to the product of (x) the number of Designated Shares for the related Designated Date and (y) the Daily Forward Price on such Settlement Date and Counterparty will deliver to Dealer a number of Shares equal to such number of Designated Shares. Section 9.2 of the Equity Definitions (other than the last sentence thereof) will not apply to any Physical Settlement.
	 	 	 
	 	Prepayment:	Not Applicable.
	 	 	 
	 	Variable Obligation:	Not Applicable.
	 	 	 
	 	Cash Settlement Payment Date:	The second Currency Business Day following each Valuation Date.
	 	 	 
	 	Forward Cash Settlement Amount:	The aggregate sum, for all Unwind Dates in the relevant Unwind Period, of the Daily Cash Settlement Amounts.
	 	 	 
	 	Daily Cash Settlement Amount:	For any Unwind Date, the product of (i) the Daily Share Number of such Unwind Date and (ii)(A) the Settlement Price for such Unwind Date minus (B) the Daily Forward Price on the day that is one Settlement Cycle immediately following such Unwind Date.



 






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	 	Unwind Date:	Each Exchange Business Day during the Unwind Period on which Dealer or its affiliates unwind any portion of Dealer’s Hedge Positions in respect of the relevant Designated Date.
	 	 	 
	 	Daily Share Number:	For any Unwind Date, the number of Designated Shares with respect to which Dealer or its affiliates unwind any portion of Dealer’s Hedge Positions in respect of the relevant Designated Date.
	 	 	 
	 	Settlement Price:	For any Unwind Date, the weighted average price per Share at which Dealer or its affiliates unwind any portion of Dealer’s Hedge Positions on such Unwind Date in respect of the relevant Designated Date.
	 	 	 
	 	Net Share Settlement:	If Net Share Settlement is applicable, then on the relevant Net Share Settlement Date:



 


	 	 	(i)	if the Net Share Settlement Number is positive, then Counterparty
will deliver to Dealer a number of Shares equal to the Net Share Settlement Number; and
	 	 	 	 
	 	 	(ii)	if the Net Share Settlement Number is negative, then Dealer
will deliver to Counterparty a number of Shares equal to the absolute value of the Net Share Settlement Number;



 


	 	 	in either case in accordance with Section 9.2 (last sentence only), 9.4 (with the Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4), 9.8, 9.9, 9.11 (as modified herein) and 9.12 of the Equity Definitions as if Physical Settlement were applicable.
	 	 	 
	 	Net Share Settlement Number:	A number of Shares equal to the sum of (i) the Aggregate Net Share Number as of the last Unwind Date in any Unwind Period and (ii) the sum of the quotients (rounded to the nearest whole number), for each Unwind Adjustment Amount for such Unwind Period, obtained by dividing (x) such Unwind Adjustment Amount by (y) the Settlement Price on the Forward Price Reduction Date relating to such Unwind Adjustment Amount.
	 	 	 
	 	Aggregate Net Share Number:	As of any date, the aggregate sum, for all Unwind Dates in the relevant Unwind Period occurring on or prior to such date, of the quotient (rounded to the nearest whole number) obtained by dividing (x) the Daily Cash Settlement Amount for such Unwind Date by (y) the Settlement Price for such Unwind Date.



 






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	 	Net Share Settlement Date:	The date one Settlement Cycle following each Valuation Date.
	 	 	 
	 	Unwind Adjustment Amount:	For any Unwind Period, for any Forward Price Reduction Date that occurs during the period from, and including, the date one Settlement Cycle immediately following the relevant Designated Date to, and including, the date one Settlement Cycle immediately following the relevant Valuation Date, an amount equal to the product of (i) the relevant Forward Price Reduction Amount multiplied by (ii)(A) if the Aggregate Net Share Number as of the date immediately prior to the date one Settlement Cycle immediately preceding the relevant Forward Price Reduction Date is a positive number, such Aggregate Net Share Number or (B) otherwise, zero.
	 	 	 
	 	Unwound Shares:	For any Unwind Period at any time, the aggregate sum of the Daily Share Numbers for all Unwind Dates in such Unwind Period that have occurred prior to such time.
	 	 	 
	 	Delivery of Shares:	Notwithstanding anything to the contrary herein, either party may, by prior notice to the other party, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date.
	 	 	 
	 	Consequences of Late Delivery:	Without limiting the generality of this Confirmation, the Agreement and the Equity Definitions, if for any reason Counterparty fails to deliver when due any Shares required to be delivered hereunder and a Forward Price Reduction Date occurs on or after the date such Shares are due and on or before the date such Shares are delivered, Counterparty acknowledges and agrees that, in addition to any other amounts for which Counterparty may be liable hereunder or under law (but without duplication), Counterparty shall be liable to Dealer for an amount equal to the product of the number of Shares so due but not yet delivered on or prior to such Forward Price Reduction Date and the Forward Price Reduction Amount for such Forward Price Reduction Date.



 






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	 	Representation and Agreement:	Section 9.11 of the Equity Definitions is hereby modified to exclude any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist or arise as a result of the fact that Counterparty is the Issuer of the Shares.
	 	 	 
	 	Share Adjustments:	 
	 	 	 
	 	Method of Adjustment:	Calculation Agent Adjustment; provided that Section 11.2(e)(iii) of the Equity Definitions shall be deleted and that the issuance of stock options, restricted stock or restricted stock units in the ordinary course pursuant to Counterparty’s employee incentive plans shall not constitute a Potential Adjustment Event.
	 	 	 
	 	Extraordinary Dividend:	Any dividend or distribution on the Shares which is not a Special Dividend and which has an ex-dividend date occurring on any day following the Trade Date (other than (i) any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or (ii) a regular, quarterly cash dividend in an amount per Share equal to or less than the Forward Price Reduction Amount corresponding to the relevant quarter that has an ex-dividend date no earlier than the Forward Price Reduction Date corresponding to the relevant quarter).
	 	 	 
	 	Extraordinary Events:	 
	 	 	 
	 	Merger Event:	Section 12.1(b) of the Equity Definitions shall be amended by deleting the remainder of such Section following the definition of “Reverse Merger” therein.
	 	 	 
	 	Tender Offer:	Applicable; provided that Section 12.1(d) of the Equity Definitions shall be amended by replacing “10%” in the third line thereof with “15%.”
	 	 	 
	 	Delisting:	In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, NYSE MKT, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.



 






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	 	Additional Disruption Events:	 
	 	 	 
	 	Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of the formal interpretation”; and (ii) replacing the word “Shares” where it appears in clause (X) with the words “Hedge Position.”
	 	 	 
	 	Failure to Deliver:	Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable.
	 	 	 
	 	Hedging Disruption:	Not applicable.
	 	 	 
	 	Increased Cost of Hedging:	Not applicable.
	 	 	 
	 	Increased Cost of Stock Borrow:	Applicable; provided that clause (C) of Section 12.9(b)(v) of the Equity Definitions and the third, fourth and fifth sentences therein shall be deleted.
	 	 	 
	 	Initial Stock Loan Rate:	[·] basis points per annum.
	 	 	 
	 	Loss of Stock Borrow:	Applicable.
	 	 	 
	 	Maximum Stock Loan Rate:	[·] basis points per annum.
	 	 	 
	 	Hedging Party:	For all applicable Additional Disruption Events, Dealer.
	 	 	 
	 	Determining Party:	For all applicable Extraordinary Events, Dealer.
	 	 	 
	 	Consequences of Extraordinary Events:	The consequences that would otherwise apply under Article 12 of the Equity Definitions to any applicable Extraordinary Event (excluding any Failure to Deliver, Increased Cost of Stock Borrow or any event that also constitutes a Bankruptcy Termination Event, but including, for the avoidance of doubt, any other applicable Additional Disruption Event) shall not apply, and instead, the consequences specified in Section 9 of this Confirmation shall apply.
	 	 	 
	 	Acknowledgements:	 
	 	 	 
	 	Non-Reliance:	Applicable.
	 	 	 
	 	Agreements and Acknowledgements Regarding Hedging Activities:	Applicable.



 






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	 	Additional Acknowledgements:	Applicable.
	 	 	 
	 	Calculation Agent:	Dealer; provided that following the occurrence and during the continuance of an Event of Default of the type provided in Section 5(a)(vii) of the Agreement with respect to which Dealer is the Defaulting Party, Counterparty shall have the right to designate a leading dealer in the over-the-counter equity derivatives market to act as the Calculation Agent.
	 	 	 
	 	Account Details:	 
	 	 	 
	 	Payments to Dealer:	To be advised.
	 	 	 
	 	Payments to Counterparty:	To be advised.
	 	 	 
	 	Delivery of Shares to Dealer:	To be advised.
	 	 	 
	 	Delivery of Shares to Counterparty:	To be advised.



 


4.            Conditions
to Effectiveness:


 


		(a)	The effectiveness of this Confirmation on the Effective Date shall be subject to the following conditions:



 


		(i)	Shares are sold by the Agent, acting as forward seller for Dealer, on or after the Trade Date; and



 


		(ii)	Such shares are sold on or before the Hedge Completion Date;



 


in each case pursuant to the Equity
Distribution Agreement dated November 10, 2022, between Counterparty and Dealer, among others and as may be amended and supplemented from
time to time (the “Equity Distribution Agreement”).


 


		(b)	If the Equity Distribution Agreement is terminated prior to any such sale of the Shares thereunder during
such period, the parties shall have no further obligations in connection with the Transaction.



 


5.            Representations
and Agreements of Counterparty: Counterparty represents and warrants to, and agrees with, Dealer as of the date hereof that:


 


		(a)	Counterparty shall promptly provide written notice to Dealer upon obtaining knowledge of (i) the
occurrence or announcement of any event that would constitute an Event of Default as to which it is the Defaulting Party or a Potential
Adjustment Event or (ii) any Announcement Date in respect of an Extraordinary Event; provided that should Counterparty be
in possession of material non-public information regarding Counterparty, Counterparty shall not communicate such information to Dealer;



 






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		(b)	Counterparty will keep available at all times, for the purpose of issuance upon settlement of the Transaction
as herein provided, the maximum number of Shares of Counterparty as may be issuable upon settlement of the Transaction. The
Shares of Counterparty issuable from time to time upon settlement of the Transaction have been duly authorized and, when delivered as
contemplated by the terms of the Transaction upon settlement of the Transaction, will be validly issued, fully-paid and non-assessable,
and the issuance of such Shares will not be subject to any pre-emptive or similar rights;



 


		(c)	[RESERVED]



 


		(d)	Counterparty shall not take any action to reduce or decrease the number of authorized and unissued Shares
below the sum of (i) the maximum number of Shares of Counterparty as may be issuable upon settlement of the Transaction plus
(ii) the total number of Shares issuable upon settlement (whether by net share settlement or otherwise) of any other transaction
or agreement to which it is a party (or, if greater, the number of Shares reserved by Counterparty for settlement of or delivery under
such transaction or agreement);



 


		(e)	Counterparty will not repurchase any Shares if, immediately following such repurchase, the Outstanding
Share Percentage would be equal to or greater than [8.5]%, and it will notify Dealer promptly upon the announcement or consummation of
any repurchase of Shares that, taken together with the amount of all repurchases since the date of the last such notice (or, if no such
notice has been given, since the Trade Date), would increase such percentage by more than 1% of the number of then-outstanding Shares.
The “Outstanding Share Percentage” as of any day is a fraction (1) the numerator of which is the aggregate of
the Number of Shares for the Transaction and the “Number of Shares” (as defined in the applicable Additional Confirmation)
under any outstanding Additional Transactions and (2) the denominator of which is the total number of Shares outstanding on such
day;



 


		(f)	As of the Trade Date and as of the date of any payment or delivery by Counterparty or Dealer hereunder,
it is not and will not be “insolvent” (as such term is defined under Section 101(32) of the Bankruptcy Code);



 


		(g)	Neither Counterparty nor any of its “affiliated purchasers” (as defined in Rule 10b-18)
shall take any action that would cause any purchases of Shares by Dealer or any of its affiliates in connection with any Cash Settlement
or Net Share Settlement not to meet the requirements of the safe harbor provided by Rule 10b-18 if such purchases were made by Counterparty.
Without limiting the generality of the foregoing, during any Unwind Period, except with the prior written consent of Dealer, Counterparty
will not, and will cause its affiliated purchasers (as defined in Rule 10b-18) not to, directly or indirectly (including, without
limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase
of, or announce or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest
in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for the Shares. However, the
foregoing shall not (a) limit Counterparty’s ability, pursuant to any issuer “plan” (as defined in Rule 10b-18),
to re-acquire Shares from employees in connection with such plan or program, (b) limit Counterparty’s ability to withhold Shares
to cover tax liabilities associated with such a plan, (c) prohibit any purchases effected by or for an issuer “plan”
by an “agent independent of the issuer” (each as defined in Rule 10b-18), (d) otherwise restrict Counterparty’s
or any of its affiliates’ ability to repurchase Shares under privately negotiated, off-exchange transactions with any of its employees,
officers, directors, affiliates or any third party that are not expected to result in market transactions or (e) limit Counterparty’s
ability to grant stock and options to “affiliated purchasers” (as defined in Rule 10b-18) or the ability of such affiliated
purchasers to acquire such stock or options in connection with any issuer “plan” (as defined in Rule 10b-18) for directors,
officers and employees or any agreements with respect to any such plan for directors, officers or employees of any entities that are acquisition
targets of Counterparty, and in connection with any such purchase under (a) through (e) above, Counterparty will be deemed to
represent to Dealer that such purchase does not constitute a “Rule 10b-18 purchase” (as defined in Rule 10b-18);



 






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		(h)	Counterparty will not engage in any “distribution” (as defined in Regulation M promulgated
under the Exchange Act (“Regulation M”)) that would cause a “restricted period” (as defined in Regulation
M) to occur during any Unwind Period;



 


		(i)	During any Unwind Period, Counterparty shall: (i) prior to the opening of trading in the Shares on
any day on which Counterparty makes, or expects to be made, any public announcement (as defined in Rule 165(f) under the Securities
Act) of any Merger Transaction, to the extent permitted by applicable law but in no event later than the time such announcement is first
made, notify Dealer of such public announcement; (ii) promptly notify Dealer following any such announcement that such announcement
has been made; (iii) promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide
Dealer with written notice specifying (A) Counterparty’s average daily Rule 10b-18 purchases (as defined in Rule 10b-18)
during the three full calendar months immediately preceding the related announcement date that were not effected through Dealer or its
affiliates, if any, and (B) the number of Shares, if any, purchased pursuant to the proviso in Rule 10b-18(b)(4) under
the Exchange Act for the three full calendar months preceding such announcement date. Such written notice shall be deemed to be a certification
by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly notify Dealer of the earlier
to occur of the completion of such transaction and the completion of the vote by target shareholders. Counterparty acknowledges that any
such notice may result in a Regulatory Disruption or may affect the length of any ongoing Unwind Period; accordingly, Counterparty acknowledges
that its delivery of such notice must comply with the standards set forth in Section 11(c) of this Confirmation. “Securities
Act” means the Securities Act of 1933, as amended. “Merger Transaction” means any merger, acquisition or
similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act;



 






    -16-


     


    

 


		(j)	Counterparty is an “eligible contract participant” (as such term is defined in the Commodity
Exchange Act, as amended) and an “accredited investor” (as defined in Section 2(a)(15)(ii) of the Securities Act);



 


		(k)	Counterparty is not entering into the Transaction, and will not elect Cash Settlement or Net Share Settlement,
to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise
or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares), in either case
in violation of the Exchange Act or any other applicable securities laws;



 


		(l)	Counterparty (i) is capable of evaluating investment risks
independently, both in general and with regard to all transactions and investment strategies involving a security or securities, (ii) will
exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise
notified the broker-dealer in writing and (iii) has total assets of at least USD 50 million as of the date hereof;



 


		(m)	Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges
that Dealer is not making any representations or warranties with respect to the treatment of the Transaction, including without limitation
ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, FASB Statements 128, 133, as amended, 149 or
150, EITF 00-19, 01-6, 03-6 or 07-5, ASC Topic 480, Distinguishing Liabilities from Equity, ASC 815-40, Derivatives and Hedging
 – Contracts in Entity’s Own Equity (or any successor issue statements) or under the Financial Accounting Standards Board’s
Liabilities & Equity Project;



 


		(n)	Counterparty is in compliance with its reporting obligations under the Exchange Act and its most recent
Annual Report on Form 10-K, together with all reports subsequently filed or furnished by it pursuant to the Exchange Act and all
public statements by it, taken together and as amended and supplemented to the date of this representation, do not, as of their respective
dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading;



 






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		(o)	Counterparty is not aware of any material non-public information regarding itself or the Shares; Counterparty
is entering into this Confirmation and will provide any settlement method election notice in good faith and not as part of a plan or scheme
to evade compliance with Rule 10b-5 or any other provision of the federal securities laws; and Counterparty has consulted with its
own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1 under the Exchange
Act (“Rule 10b5-1”);



 


		(p)	[RESERVED]



 


		(q)	Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, required
to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;



 


		(r)	Counterparty understands, agrees and acknowledges that no obligations of Dealer to it hereunder shall
be entitled to the benefit of deposit insurance and that such obligations shall not be guaranteed by any affiliate of Dealer or any governmental
agency;



 


		(s)	Counterparty: (i) is an “institutional account” as defined in FINRA Rule 4512(c),
(ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment
strategies involving a security or securities, and (iii) will exercise independent judgment in evaluating any recommendations of
Dealer or its associated persons; and



 


		(t)	COUNTERPARTY UNDERSTANDS THAT THE TRANSACTION IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT
WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT
SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS.



 


6.            Issuance
of Shares by Counterparty: Counterparty acknowledges and agrees that any Shares delivered by Counterparty to Dealer on any Settlement
Date or Net Share Settlement Date will be newly issued. Counterparty further acknowledges and agrees that, except to the extent that the
Private Placement Procedures in Annex A apply, any Shares delivered by Counterparty to Dealer on any Settlement Date or Net Share Settlement
Date will be (i) approved for listing or quotation on the Exchange, subject to official notice of issuance, and (ii) registered
under the Exchange Act. On the basis of the Forward Letter (as hereinafter defined), such Shares, when delivered by Dealer (or an affiliate
of Dealer) to securities lenders from whom Dealer (or an affiliate of Dealer) borrowed Shares in connection with hedging its exposure
to the Transaction, will be freely saleable without further registration or other restrictions under the Securities Act in the hands of
those securities lenders, irrespective of whether any such stock loan is effected by Dealer or an affiliate of Dealer. Accordingly, Counterparty
agrees that, except to the extent that the Private Placement Procedures in Annex A apply, any Shares so delivered will not bear a restrictive
legend and will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.


 






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7.            Termination
on Bankruptcy: The parties hereto agree that, notwithstanding anything to the contrary in the Agreement or the Equity Definitions,
the Transaction constitutes a contract to issue a security of Counterparty as contemplated by Section 365(c)(2) of the Bankruptcy
Code and that the Transaction and the obligations and rights of Counterparty and Dealer (except for any liability as a result of breach
of any of the representations or warranties provided by Counterparty in Section 5 above) shall immediately terminate, without the
necessity of any notice, payment (whether directly, by netting or otherwise) or other action by Counterparty or Dealer, if, on or prior
to the final Settlement Date, Cash Settlement Payment Date or Net Share Settlement Date, an Insolvency Filing occurs (a “Bankruptcy
Termination Event”).


 


8.            Special
Dividends: If an ex-dividend date for a Special Dividend occurs on or after the Trade Date and on or prior to the Maturity Date
(or, if later, the last date on which Shares are delivered by Counterparty to Dealer in settlement of the Transaction), Counterparty shall
pay to Dealer on the earlier of (i) the date on which such Special Dividend is paid by the Issuer to holders of record of the Shares,
(ii) the Designated Date where the Undesignated Shares become equal to zero and (iii) the Maturity Date an amount, as determined
by the Calculation Agent, in cash equal to the product of (a) the per Share amount of such Special Dividend, and (b) the Remaining
Amount on such ex-dividend date. “Special Dividend” means any cash dividend or distribution declared by the Issuer
with respect to the Shares that is specified by the board of directors of the Issuer as an “extraordinary” dividend and that
Counterparty designates as a Special Dividend hereunder by written notice given to Dealer promptly after the declaration of such dividend
or distribution. “Remaining Amount” means, at any time, the sum of (i) the number of Undesignated Shares as of
such time, (ii)(A) if any, the number of Designated Shares for any Designated Date occurring prior to such time for which the related
Unwind Period has not been completed at such time minus (B) the number of Unwound Shares for such Unwind Period at such time
and (iii) if any Aggregate Net Share Number or Net Share Settlement Number, as applicable, as of such time is (A) a positive
number and (B) has not been delivered by Counterparty to Dealer pursuant to “Net Share Settlement” above, such Aggregate
Net Share Number or Net Share Settlement Number, as applicable.


 


9.            Acceleration
Events:


 


		(a)	Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, at any
time following the occurrence and during the continuation of an Acceleration Event, Dealer (or, in the case of an Acceleration Event that
is an Event of Default or a Termination Event, the party that would be entitled to designate an Early Termination Date in respect of such
event pursuant to Section 6 of the Agreement) shall, by not more than 20 days’ notice to the other party, have the right to
designate by notice to the other party any Scheduled Trading Day not earlier than the day such notice is effective to be the “Early
Valuation Date” but which, in the case of an Acceleration Event that results from the commencement of any proceeding with respect
to Counterparty under the Bankruptcy Code other than in a Bankruptcy Termination Event, shall be the Scheduled Trading Day on which such
proceeding is commenced (or, if not commenced on such a day, the following Scheduled Trading Day), in which case the provisions set
forth in this Section 9 shall apply in lieu of Section 6 of the Agreement or Article 12 of the Equity Definitions.



 






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		(b)	If the Early Valuation Date occurs on a date that is not during an Unwind Period, then the Early Valuation
Date shall be deemed to be a Designated Date for a Physical Settlement, and the number of Designated Shares for such Designated Date shall
be the number of Undesignated Shares on the Early Valuation Date; provided that in the case of an Acceleration Event of the type
described in Section 9(e)(iii) or Section 9(e)(vi), the number of Designated Shares for such Designated Date shall be only
such number of Designated Shares necessary so that such Acceleration Event shall no longer exist after such Physical Settlement, as determined
by the Calculation Agent; and, provided, further, that in the case of an Acceleration Event of the type described in Section 9(e)(i) below
and resulting from the commencement of any proceeding with respect to Counterparty under the Bankruptcy Code other than in a Bankruptcy
Termination Event, the Early Valuation Date shall be deemed to be the last Unwind Date for a Cash Settlement and in such case the
aggregate net loss or cost reasonably determined by Dealer as of the related Early Valuation Date in connection with unwinding its Hedge
Positions shall be added to the Forward Cash Settlement Amount (or, if an aggregate net gain is so determined, such gain shall be subtracted
therefrom).



 


		(c)	If the Early Valuation Date occurs during an Unwind Period, then (i) (A) the last Unwind Date
of such Unwind Period shall occur on the Early Valuation Date, (B) a settlement shall occur in respect of such Unwind Period, and
the settlement method elected by Counterparty in respect of such settlement shall apply, and (C) the number of Designated Shares
for such settlement shall be deemed to be the number of Unwound Shares for such Unwind Period on the Early Valuation Date, and (ii) (A) the
Early Valuation Date shall be deemed to be an additional Designated Date for a Physical Settlement and (B) the number of Designated
Shares for such additional Designated Date shall be the Remaining Amount on the Early Valuation Date; provided that in the case
of an Acceleration Event of the type described in Section 9(e)(iii) or Section 9(e)(vi), the number of Designated Shares
for such additional Designated Date shall be only such number of Designated Shares necessary so that such Acceleration Event shall no
longer exist after such Physical Settlement, as determined by the Calculation Agent; and, provided, further, that in the case of
an Acceleration Event of the type described in Section 9(e)(i) and resulting from the commencement of any proceeding with respect
to Counterparty under the Bankruptcy Code other than in a Bankruptcy Termination Event, the Early Valuation Date shall be deemed
to be the last Unwind Date of an additional Unwind Period for a Cash Settlement and the number of Designated Shares for such settlement
shall be deemed to be the Remaining Amount on the Early Valuation Date and in such case the aggregate net loss or cost reasonably determined
by Dealer as of the related Early Valuation Date in connection with unwinding its Hedge Positions shall be added to the Forward Cash Settlement
Amount (or, if an aggregate net gain is so determined, such gain shall be subtracted therefrom).



 






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		(d)	Notwithstanding the foregoing, in the case of an Early Valuation Date that occurs due to an announcement
of a Nationalization or a Merger Event, if at the time of the related Settlement Date or Net Share Settlement Date, as applicable, the
Shares have changed into cash or any other property or the right to receive cash or any other property, such cash, other property or right
shall be deliverable instead of such Shares.



 


		(e)	“Acceleration Event” means:



 


		(i)	any Event of Default or Termination Event, other than an Event of Default or Termination Event that also
constitutes a Bankruptcy Termination Event, that would give rise to the right of either party to designate an Early Termination Date pursuant
to Section 6 of the Agreement;



 


		(ii)	the announcement of any event or transaction that, if consummated, would result in a Merger Event, Tender
Offer, Nationalization, Delisting or Change in Law, in each case, as determined by the Calculation Agent;



 


		(iii)	a Loss of Stock Borrow;



 


		(iv)	the declaration or payment by Counterparty of any Extraordinary Dividend;



 


		(v)	the occurrence of a Market Disruption Event during an Unwind Period and the continuance of such Market
Disruption Event for at least eight Scheduled Trading Days;



 


		(vi)	the occurrence of an Excess Section 13 Ownership Position or Excess Regulatory Ownership Position;
or



 


		(vii)	the occurrence of the Maturity Date during an Unwind Period.



 






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10.          Private
Placement Procedures: If either Dealer or Counterparty reasonably determines in good faith, based on the advice of counsel, that
Counterparty will be unable to comply with the covenant set forth in the second sentence of Section 6 of this Confirmation because
of a change in law or a change in the policy of the Securities and Exchange Commission (“SEC”) or its staff (the “Staff”),
or Dealer otherwise reasonably determines, based on the advice of counsel, that in its reasonable opinion any Shares to be delivered to
Dealer by Counterparty hereunder may not be freely returned by Dealer or its affiliates to securities lenders as contemplated by Section 6
of this Confirmation (in either case without regard to exceptions therein), then delivery of any such Shares (the “Restricted
Shares”) shall be effected pursuant to Annex A hereto, unless waived by Dealer.


 


11.          Rule 10b5-1;
Share Purchases by Dealer:


 


		(a)	The parties acknowledge that, following any election of Cash Settlement or Net Share Settlement by Counterparty,
this Confirmation is intended to constitute a binding contract satisfying the requirements of Rule 10b5-1(c) and agree that
this Confirmation shall be interpreted to comply with such requirements.



 


		(b)	The times and prices at which Dealer (or its agent or affiliate) purchases any Shares during any Unwind
Period shall be at Dealer’s good faith and commercially reasonable discretion. Counterparty acknowledges that during any Unwind
Period Counterparty does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Shares
or any other transactions by Dealer (or its agent or affiliate) in connection with this Confirmation. Counterparty agrees that during
any Unwind Period it will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares.



 


		(c)	Counterparty hereby agrees with Dealer that during any Unwind Period Counterparty shall not communicate,
directly or indirectly, any material non-public information (within the meaning of such term under Rule 10b5-1) to any employee of
Dealer (or its agents or affiliates) who is directly involved with the hedging of, and trading with respect to, the Transaction. Counterparty
acknowledges and agrees that any amendment, modification, waiver or termination of the Transaction must be effected in accordance with
the requirements for the amendment or termination of a contract, instruction or plan under Rule 10b5-1(c). Without limiting the generality
of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme
to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any
time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information
regarding Counterparty or the Shares.



 






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		(d)	Following any election of Cash Settlement or Net Share Settlement by Counterparty, in addition to the
representations, warranties and covenants in the Agreement and elsewhere in this Confirmation, Dealer represents, warrants and covenants
to Counterparty that Dealer shall use commercially reasonable efforts, during any Unwind Period, to make all purchases of Shares in connection
with such election in a manner that would comply with the limitations set forth in clauses (b)(1), (b)(2), (b)(3) and (b)(4) and
(c) of Rule 10b-18, as if such rule were applicable to such purchases (and considering only such purchases when determining
compliance with the foregoing provisions), after taking into account any applicable SEC no-action letters as appropriate, subject to any
delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond Dealer’s control;
provided that, during any Unwind Period, the foregoing agreement shall not apply to purchases made to dynamically hedge for Dealer’s
own account or the account of its affiliate(s) the optionality arising under in connection with such Settlement (including, for the
avoidance of doubt, timing optionality); and provided, further, that, without limiting the generality of the first sentence
of this Section 11(d), Dealer shall not be responsible for any failure to comply with Rule 10b-18(b)(3) to the extent any
transaction that was executed (or deemed to be executed) by or on behalf of Counterparty or an “affiliated purchaser” (as
defined under Rule 10b-18) pursuant to a separate agreement is not deemed to be an “independent bid” or an “independent
transaction” for purposes of Rule 10b-18(b)(3).



 


12.          Capped
Number of Shares: Notwithstanding any other provision of the Agreement or this Confirmation, in no event will Counterparty be
required to deliver in the aggregate in respect of all Settlement Dates, Net Share Settlement Dates or other dates on which Shares are
delivered in respect of any amount owed under this Confirmation a number of Shares greater than the product of 1.5 and the Number of Shares
(the “Capped Number”). Counterparty represents and warrants to Dealer (which representation and warranty shall be deemed
to be repeated on each day that the Transaction is outstanding) that the Capped Number is equal to or less than the number of authorized
but unissued Shares that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction)
on the date of the determination of the Capped Number (such Shares, the “Available Shares”). In the event Counterparty
shall not have delivered the full number of Shares otherwise deliverable as a result of this Section 12 (the resulting deficit,
the “Deficit Shares”), Counterparty shall be obligated to deliver Shares, from time to time until the full number of
Deficit Shares have been delivered pursuant to this Section 12, when, and to the extent, that (A) Shares are repurchased, acquired
or otherwise received by Counterparty or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value
or any other consideration) and are not required to be used for any other purpose, (B) authorized and unissued Shares reserved for
issuance in respect of other transactions as of the Trade Date become no longer so reserved and (C)  Counterparty authorizes any
additional unissued Shares that are not reserved for other transactions (such events as set forth in clauses (A), (B) and (C) above,
collectively, the “Share Issuance Events”). Counterparty shall promptly notify Dealer of the occurrence of any
of the Share Issuance Events (including the number of Shares subject to clause (A), (B) or (C) and the corresponding number
of Shares to be delivered) and, as promptly as reasonably practicable after such Share Issuance Event (or, if later, on the Settlement
Date or the date of any Private Placement Settlement for which there are Deficit Shares), deliver such Shares. Counterparty shall not,
until Counterparty’s obligations under the Transaction have been satisfied in full, use any Shares that become available for potential
delivery to Dealer as a result of any Share Issuance Event for the settlement or satisfaction of any transaction or obligation other than
the Transaction, any Additional Transaction and any other transaction under a confirmation entered into by the Company and another dealer
pursuant to the Equity Distribution Agreement (each, an “Other Dealer’s Transaction”), or reserve any such Shares
for future issuance for any purpose other than to satisfy Counterparty’s obligations to Dealer under the Transaction, any Additional
Transaction or any Other Dealer’s Transaction. Allocation of any Shares that become available for potential delivery to Dealer or
any dealer party to an Other Dealer’s Transaction as a result of any Share Issuance Event shall be allocated to the Transaction,
any Additional Transaction and any Other Dealer’s Transaction on a ratable basis in accordance with the respective remaining Share
delivery obligations thereunder.


 






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13.          Transfer,
Assignment and Designation:


 


		(a)	Notwithstanding any provision of the Agreement to the contrary, Dealer may assign, transfer and set
                                                                                                                             over all rights, title and interest, powers, obligations, privileges and remedies of Dealer under the Transaction, in whole or part,
                                                                                                                             to an affiliate of Dealer without the consent of Counterparty; provided that (i) no Event of Default, Potential Event of
                                                                                                                             Default or Termination Event with respect to which Dealer or such affiliate is the Defaulting Party or an Affected Party, as the
                                                                                                                             case may be, exists or would result therefrom, (ii) no Acceleration Event or other event giving rise to a right or
                                                                                                                             responsibility to designate an Early Valuation Date or otherwise terminate or cancel the Transaction or to make an adjustment to the
                                                                                                                             terms of the Transaction would result therefrom, and (iii) Counterparty shall not, as a result of such assignment or transfer,
                                                                                                                             (A) be required to pay to Dealer or such affiliate an additional amount in respect of an Indemnifiable Tax, (B) receive a
                                                                                                                             payment from which an amount is required to be deducted or withheld for or on account of a Tax as to which no additional amount is
                                                                                                                             required to be paid, or (C) become subject to the jurisdiction of any state or country other than the United States of
                                                                                                                             America.



 


		(b)	Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer
to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates
to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of
the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the
extent of any such performance.



 


14.          Indemnity:
Counterparty agrees to indemnify Dealer and its affiliates and their respective directors, officers, agents and controlling parties (Dealer
and each such affiliate or person being an “Indemnified Party”) from and against any and all losses, claims, damages
and liabilities, joint and several, incurred by or asserted against such Indemnified Party, that arise out of, are in connection with,
or relate to, a breach of any covenant or representation made by Counterparty in this Confirmation or the Agreement, and Counterparty
will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses) in connection with the
investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether
or not such Indemnified Party is a party thereto. Counterparty will not be liable under this Section 14 to the extent that any such
loss, claim, damage, liability or expense results from an Indemnified Party’s gross negligence, bad faith or willful misconduct
or Dealer’s breach of this Confirmation or the Agreement. If for any reason the foregoing indemnification is unavailable to any
Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted
by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability not resulting from
its gross negligence, bad faith or willful misconduct, provided that no person guilty of fraudulent misrepresentation shall be
entitled to contribution.


 






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15.          No
Collateral; Netting; Set-off:


 


		(a)	Notwithstanding any provision of the Agreement or any other agreement between the parties to the contrary,
the obligations of Counterparty hereunder are not secured by any collateral.



 


		(b)	If on any date any Shares would otherwise be deliverable under the Transaction or any Additional Transaction
by Counterparty to Dealer and by Dealer to Counterparty, then, on such date, each party’s obligations to make delivery of such Shares
will be automatically satisfied and discharged and, if the aggregate number of Shares that would otherwise have been deliverable by one
party exceeds the aggregate number of Shares that would have otherwise been deliverable by the other party, replaced by an obligation
upon the party by whom the larger aggregate number of Shares would have been deliverable to deliver to the other party the excess of the
larger aggregate number over the smaller aggregate number.



 


		(c)	The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to
a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have
the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (or any
affiliate of Y) (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency,
place of payment or booking office of the obligation) against any obligation of Y (or any affiliate of Y) owed to X (whether or not matured
or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the
obligation). Y will give notice to the other party of any set-off effected under this Section ‎15.



 


		(d)	Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination
Currency or into Shares, at the election of Y, at the rate of exchange at which such party would be able, acting in a reasonable manner
and in good faith, to purchase the relevant amount of such currency or Shares. If any obligation is unascertained, Y may in good faith
estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation
is ascertained. Nothing in this Section ‎15 shall be effective to create a charge or other security interest. This Section ‎15
shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is
at any time otherwise entitled (whether by operation of law, contract or otherwise).



 






    -25-


     


    

 


		(e)	Notwithstanding anything to the contrary in the foregoing, Dealer agrees not to set off or net amounts
due from Counterparty with respect to the Transaction against amounts due from Dealer (or its affiliate) to Counterparty with respect
to contracts or instruments that are not Equity Contracts; provided, however, that, and notwithstanding any provision to the contrary
set forth in this Confirmation or in the Agreement, Dealer may not use this provision or any other set-off or recoupment right under this
Confirmation or the Agreement as a basis for any action under or nonperformance of its obligations under any loan, letter of credit or
other borrowing arrangement with Counterparty as borrower and to which Dealer or any affiliate of Dealer is a participating lender, with
respect to which the terms of such loan, letter of credit or other borrowing arrangement shall control. “Equity Contract”
means any transaction or instrument that does not convey to Dealer rights, or the ability to assert claims, that are senior to the rights
and claims of common stockholders in the event of Counterparty’s bankruptcy.



 


16.          Delivery
of Cash: For the avoidance of doubt, nothing in this Confirmation shall be interpreted as requiring Counterparty to deliver cash
in respect of the settlement of the Transaction, except (i) as set forth under Section 8 above or (ii) in circumstances
where the cash settlement thereof is within Counterparty’s control (including, without limitation, where Counterparty so elects
to deliver cash or fails timely to deliver Shares in respect of such settlement). For the avoidance of doubt, the preceding sentence shall
not be construed as limiting any damages that may be payable by Counterparty as a result of a breach of or an indemnity under this Confirmation
or the Agreement.


 


17.          Status
of Claims in Bankruptcy: Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights with
respect to the transactions contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings
of Counterparty; provided that nothing herein shall limit or shall be deemed to limit Dealer’s right to pursue remedies in
the event of a breach by Counterparty of its obligations and agreements with respect to this Confirmation and the Agreement; and provided
further that nothing herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transaction other than
the Transaction.


 






    -26-


     


    

 


18.          Limit
on Beneficial Ownership: Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Dealer
be entitled to receive, or be deemed to receive, Shares to the extent that, upon such receipt of such Shares, and after taking into account
any Shares concurrently delivered by Seller under any Other Confirmation, (i) the “beneficial ownership” (within the
meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Dealer, any of its affiliates’
business units subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of
the Exchange Act and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange
Act) with Dealer with respect to “beneficial ownership” of any Shares (collectively, “Dealer Group”) would
be equal to or greater than [8.5]% of the outstanding Shares (an “Excess Section 13 Ownership Position”) or (ii) Dealer,
Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any
such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law (the “DGCL
Takeover Statute”) or any state or federal bank holding company or banking laws, or other federal, state or local laws (including,
without limitation, the Federal Power Act), regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”),
would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership
in excess of a number of Shares equal to (x) the lesser of (A) the maximum number of Shares that would be permitted under Applicable
Laws and (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including
obtaining prior approval by a state or federal regulator, such as a state or federal banking regulator or the Federal Energy Regulatory
Commission) of a Dealer Person under Applicable Laws (including, without limitation, “interested stockholder” or “acquiring
person” status under the DGCL Takeover Statute) and with respect to which such requirements have not been met or the relevant approval
has not been received or that would give rise to any consequences under the constitutive documents of Counterparty or any contract or
agreement to which Counterparty is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination
(such condition described in clause (ii), an “Excess Regulatory Ownership Position”). Dealer shall notify Counterparty
promptly if, at any time, an Excess Section 13 Ownership Position or an Excess Regulatory Ownership Position has occurred or would
occur as a result of a delivery by Counterparty to Dealer. If any delivery owed to Dealer hereunder is not made, in whole or in part,
as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall
make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Dealer gives notice to
Counterparty that such delivery would not result in (x) Dealer Group directly or indirectly so beneficially owning in excess of [8.5]%
of the outstanding Shares or (y) the occurrence of an Excess Regulatory Ownership Position.


 


19.          Acknowledgements:


 


		(a)	Counterparty acknowledges that:



 


		(i)	During the term of the Transaction, Dealer and its affiliates may buy or sell Shares or other securities
or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind
its hedge position with respect to the Transaction.



 






    -27-


     


    

 


		(ii)	Dealer and its affiliates may also be active in the market for the Shares and derivatives linked to the
Shares other than in connection with hedging activities in relation to the Transaction, including acting as agent or as principal and
for its own account or on behalf of customers.



 


		(iii)	Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities
in Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market
risk with respect to the Settlement Price.



 


		(iv)	Any market activities of Dealer and its affiliates with respect to the Shares may affect the market price
of the Shares, as well as any Settlement Price, each in a manner that may be adverse to Counterparty.



 


		(v)	The Transaction is a derivative transaction; Dealer and its affiliates may purchase or sell Shares for
their own account at prices that may be greater than, or less than, the prices paid or received by Counterparty under the terms of the
Transaction.



 


		(b)	The parties intend for this Confirmation to constitute a “Contract” as described in the letter
dated October 6, 2003 submitted on behalf of GS&Co. to Paula Dubberly of the Staff to which the Staff responded in an interpretive
letter dated October 9, 2003 (the “Forward Letter”).



 


		(c)	The parties hereto intend for:



 


		(i)	the Transaction to be a “securities contract” as defined in Section 741(7) of the
Bankruptcy Code, qualifying for the protections under Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 548(d)(2), 555 and 561 of
the Bankruptcy Code;



 


		(ii)	the rights given to Dealer pursuant to “Acceleration Events” in Section 9 above to constitute
 “contractual rights” to cause the liquidation of a “securities contract” and to set off mutual debts and claims
in connection with a “securities contract”, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code;



 


		(iii)	Dealer to be a “financial institution” within the meaning of Section 101(22) of the Bankruptcy
Code;



 


		(iv)	any cash, securities or other property provided as performance assurance, credit support or collateral
with respect to the Transaction to constitute “margin payments” and “transfers” under a “securities contract”
as defined in the Bankruptcy Code;



 






    -28-


     


    

 


		(v)	all payments for, under or in connection with the Transaction, all payments for Shares and the transfer
of Shares to constitute “settlement payments” and “transfers” under a “securities contract” as defined
in the Bankruptcy Code; and



 


		(vi)	any or all obligations that either party has with respect to this Confirmation or the Agreement to constitute
property held by or due from such party to margin, guaranty or settle obligations of the other party with respect to the transactions
under the Agreement (including the Transaction) or any other agreement between such parties.



 


		(d)	In addition to the representations and warranties in the Agreement and elsewhere in this Confirmation,
Dealer represents and warrants to Counterparty that it is an “eligible contract participant” (as such term is defined in the
Commodity Exchange Act, as amended) and an “accredited investor” (as defined in Section 2(a)(15)(ii) of the Securities
Act) and that it is entering into the Transaction as principal and not for the benefit of any third party.



 


20.          Wall
Street Transparency and Accountability Act: In connection with Section 739 of the Wall Street Transparency and Accountability
Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA,
nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable
rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination
event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Swap Definitions or
Equity Definitions incorporated herein or the Agreement (including, but not limited to, rights arising from an Acceleration Event, Increased
Cost of Stock Borrow, any condition described in clause (i) of Section 18, an Excess Regulatory Ownership Position or Illegality
(as defined in the Agreement)).


 


21.          [RESERVED]


 


22.          [RESERVED]


 


23.          Notices:
For the purpose of Section 12(a) of the Agreement:


 


		(a)	Address for notices or communications to Dealer:



 


	Address:	[Dealer]
	 	[Street Address]
	 	[City, State and Zip Code]
	 	Attention: [·]
	 	Fax: [·]
	 	Phone: [·]
	 	Email: [·]




 






    -29-


     


    

 


	 	with a copy to
	 	 
	 	[Dealer]
	 	[Street Address]
	 	[City, State and Zip Code]
	 	Attention: Legal Department, Equity Derivatives




 


		(b)	Address for notices or communications to Counterparty:



 


	Address:	[·], [Title]
	 	Duke Energy Corporation
	 	526 South Church Street
	 	Charlotte, North Carolina 28202
	 	Telephone: [·]
	 	Email: [·]






 


		(c)	Section 12(a)(v) of the Agreement hereby is amended by adding, immediately before the second
comma, the words “or, in the case of email, on the date it is delivered.”



 


24.          Waiver
of Right to Trial by Jury: EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON SUCH PARTY’S OWN BEHALF AND, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF SUCH PARTY’S STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS CONFIRMATION OR THE ACTIONS OF COUNTERPARTY
AND DEALER OR ANY OF THEIR AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


25.          Severability:
If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof
shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated,
so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to
the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective
benefits or expectations of parties to the Agreement; provided that this severability provision shall not be applicable if any
provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 of the Agreement to the extent
that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable.


 


26.          Tax
Disclosure: Notwithstanding anything to the contrary herein, in the Equity Definitions or in the Agreement, and notwithstanding
any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other
agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation
of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses)
that are provided by either party to the other relating to such tax treatment and tax structure.


 






    -30-


     


    

 


27.          Schedule
Provisions:


 


		(a)	For so long as the Agreement is in the form of the 1992 ISDA Master Agreement, for purposes of Section 6(e) of
the Agreement and the Transaction:



 


		(i)	Loss will apply.



 


		(ii)	The Second Method will apply.



 


		(b)	The Termination Currency shall be USD.



 


		(c)	Other:



 


The text beginning with the word “if”
in Section 5(a)(i) of the Agreement shall be amended to read as follows: “if such failure is not remedied on or before
the second Local Business Day after notice of such failure is given to the party.”


 


Cross Default: The provisions of Section 5(a)(vi) of
the Agreement will apply to Dealer and will apply to Counterparty with a Threshold Amount of 3% of shareholders equity for each of [Dealer]
[Dealer’s ultimate parent company] and Counterparty (provided that, in each case, (a) the text “, or becoming
capable at such time of being declared,” shall be deleted from Section 5(a)(vi)(1) of the Agreement, (b) the following
provision shall be added to the end of Section 5(a)(vi) of the Agreement: “but a default under clause (2) above shall
not constitute an Event of Default if (x) the default was caused solely by error or omission of an administrative or operational
nature, (y) funds were available to enable the party to make the payment when due and (z) the payment is made within two Local
Business Days of such party’s receipt of written notice of its failure to pay” and (c) the term “Specified Indebtedness”
shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect
of deposits received in the ordinary course of a party’s banking business).


 


The “Automatic Early Termination”
provision of Section 6(a) of the Agreement will not apply to Dealer and will not apply to Counterparty.


 


		(d)	Tax Matters.



 


		(i)	Payer Tax Representation.



 


For the purpose of Section 3(e) of
the Agreement, each of Dealer and Counterparty makes the following representation: It is not required by any applicable law, as modified
by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for
or on account of any Tax from any payment (other than amounts payable hereunder that may be considered to be treated as interest for U.S.
federal income tax purposes) to be made by it to the other party under the Agreement. In making this representation, it may rely on (A) the
accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (B) the satisfaction
of the agreement contained in Section 4(a)(i) or Section 4(a)(iii) of the Agreement and the accuracy and effectiveness
of any document provided by the other party pursuant to Section 4(a)(i) or Section 4(a)(iii) of the Agreement and
(C) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, except that it will
not be a breach of this representation where reliance is placed on clause (B) above and the other party does not deliver a form or
document under Section 4(a)(iii) of the Agreement by reason of material prejudice to its legal or commercial position.


 






    -31-


     


    

 


		(ii)	Part 2(b) of the ISDA Schedule – Payee Representation:



 


For the purpose of Section 3(f) of
the Agreement, Counterparty makes the following representation to Dealer:


 


		(A)	It is a corporation established under the laws of the State of Delaware.



 


		(B)	It is a U.S. person (as that term is defined in Section 7701(a)(30) of the United States Internal
Revenue Code of 1986, as amended (the “Code”)).



 


For the purpose of Section 3(f) of
the Agreement, Dealer makes the following representation to Counterparty:


 


		(A)	[It is a national banking association organized and existing under the laws of the United States of America
and is an exempt recipient under Section 1.6049-4(c)(1)(ii)(M) of the United States Treasury Regulations.]



 


		(B)	[It is a chartered bank organized under the laws of Canada and is treated as a corporation for U.S. federal
income tax purposes. It is a “foreign person” (as that term is used in Section 1.6041-4(a)(4) of the United States
Treasury Regulations) for U.S. federal income tax purposes. Each payment received or to be received by it in connection with this Confirmation
will be effectively connected with its conduct of a trade or business in the United States.]



 


		(C)	[Each payment received or to be received by it in connection with the Agreement is effectively connected
with its conduct of a trade or business within the United States. It is a “foreign person” (as that term is used in Section 1.6041-4(a)(4) of
the United States Treasury Regulations) for U.S. federal income tax purposes.]



 






    -32-


     


    

 


		(D)	[It is a disregarded entity for U.S. federal income tax purposes that is wholly owned by [                   ], which is
a “United States person” for U.S. federal income tax purposes as that term is defined in Section 7701(a)(30) (or any
applicable successor provision) of the Code.]



 


		(E)	[It is a U.S. limited liability company organized under the laws of the State of Delaware. For U.S. federal
income tax purposes, it is a Disregarded Entity of [             ], a [             ] organized under the laws of [                ]. For U.S. federal income tax purposes, [                 ] has elected to be classified as a corporation.]



 


		(F)	[·]



 


		(e)	Part 3(a) of the ISDA Schedule – Tax Forms:



 


Party Required to Deliver Document


 


	 	Form/Document/Certificate	Date by which to be Delivered
	Counterparty	A complete and duly executed United States Internal Revenue Service Form W-9 (or successor thereto), with the “corporation” box checked on line 3 thereof.	(i) Upon execution and delivery of the Agreement; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such Form previously provided by Counterparty has become obsolete or incorrect.
	Dealer	A complete and duly executed United States Internal Revenue Service Form W-[9][8ECI]3 (or successor thereto.)	(i) Upon execution and delivery of the Agreement; and (ii) promptly upon learning that any such Form previously provided by Dealer has become obsolete or incorrect.


 





 






3 To be customized
for each Dealer.


 






    -33-


     


    

 


Additionally, each party shall, promptly
upon request by the other party, provide such other tax forms and documents reasonably requested by such party to allow the requesting
party to make a payment under this Confirmation, without any deduction or withholding for or on account of any tax or with such deduction
or withholding at a reduced rate.


 


		(f)	Section 2(c) will not apply to the Transaction.



 


		(g)	Section 12(a)(ii) of the Agreement hereby is amended by deleting the text thereof and inserting
 “[Reserved]” in place of such text. Section 12(b) of the Agreement hereby is amended by striking the word “telex”
and the comma immediately preceding such word. For the avoidance of doubt, the text “electronic messaging system” as used
in Section 12 of the Agreement shall mean only electronic mail (also known as email).



 


		(h)	The Office of Dealer for the Transaction is [Inapplicable, Dealer is not a Multibranch Party.][·].



 


28.          Any
calculation, adjustment, judgment or other determination made hereunder by Dealer or any of its affiliates with respect to the Transaction
(including, for the avoidance of doubt, in its capacity as Calculation Agent) shall be furnished to Counterparty by Dealer as soon as
is reasonably practicable, together with a report (in a commonly used file format for storage and manipulation of financial data but without
disclosing any proprietary models of the Calculation Agent or other information that may be proprietary or subject to contractual, legal
or regulatory obligations to not disclose such information) displaying in reasonable detail such calculation, adjustment judgment or other
determination, as the case may be, and the basis therefor; provided, that, in the case of determinations that are not calculations,
adjustments or other amounts, such a report shall be required only to the extent that such a report is reasonably necessary to show such
determination or the basis therefor because such determination or basis is not apparent and such a report shall not be required where
such determination is stated to be at Dealer’s sole election or discretion.


 


29.          “Indemnifiable
Tax” as defined in Section 14 of the Agreement shall not include (i) any tax imposed on payments treated as dividends
from sources within the United States under Section 871(m) of the Code, or any regulations issued thereunder (a “Section 871(m) Tax”)
or (ii) any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the Code, any current or
future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code,
or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection
with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, each
of a Section 871(m) Tax and a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable
law for the purposes of Section 2(d) of the Agreement.


 


30.          “Tax”
as used in Section 27(d)(i) of this Confirmation shall not include any U.S. federal withholding tax imposed or collected pursuant
to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered
into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant
to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (also, a “FATCA
Withholding Tax”).


 






    -34-


     


    

 


31.          871(m) Protocol:
To the extent that either party to the Agreement or this Confirmation with respect to a Transaction is not an adhering party to the ISDA
2015 Section 871(m) Protocol published by ISDA on November 2, 2015 and available at www.isda.org, as may be amended, supplemented,
replaced or superseded from time to time (the “871(m) Protocol”), the parties agree that the provisions and amendments
contained in the Attachment to the 871(m) Protocol are incorporated into and apply to the Agreement and this Confirmation with respect
to the Transaction as if set forth in full herein. The parties further agree that, solely for purposes of applying such provisions and
amendments to the Agreement and this Confirmation with respect to the Transaction, references to “each Covered Master Agreement”
in the 871(m) Protocol will be deemed to be references to the Agreement with respect to the Transaction, and references to the “Implementation
Date” in the 871(m) Protocol will be deemed to be references to the Trade Date of the Transaction. For greater certainty, if
there is any inconsistency between this provision and the provisions contained in any other agreement between the parties with respect
to the Transaction, this provision shall prevail unless such other agreement expressly overrides the provisions of the Attachment to the
871(m) Protocol.


 


32.          Other
Forward(s): Counterparty agrees that (x) it shall not cause to occur, or permit to exist, any Initial Hedge Period at
any time there is (1) an “Initial Hedge Period” (or equivalent term) relating to any Other Dealer’s Transaction
or (2) any “Unwind Period” (or equivalent term) hereunder or under any Other Dealer’s Transaction, and (y) it
shall not cause to occur, or permit to exist, an Unwind Period at any time there is an “Unwind Period” (or equivalent
term) under any Other Dealer’s Transaction or an “Initial Hedge Period” (or equivalent term) relating to any transaction
with Dealer or any Other Dealer’s Transaction.


 


33.          Counterparts:


 


		(a)	This Confirmation may be executed in any number of counterparts, all of which shall constitute one and
the same instrument, and any party hereto may execute this Confirmation by signing and delivering one or more counterparts. Counterparts
may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform
Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., DocuSign (any such signature, an
 “Electronic Signature”)) or other transmission method and any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective for all purposes.  The words “execution,” “signed,”
 “signature” and words of like import in this Confirmation or in any other certificate, agreement or document related to this
Confirmation shall include any Electronic Signature, except to the extent electronic notices are expressly prohibited under this Confirmation
or the Agreement.



 






    -35-


     


    

 


		(b)	Notwithstanding anything to the contrary in the Agreement, either party may deliver to the other party
a notice relating to any Event of Default or Termination Event under this Confirmation by email.



 


34.          [U.S.
Resolution Stay Protocol: The parties acknowledge that both parties have adhered to the ISDA 2018 U.S. Resolution Stay Protocol
and Attachment thereto as published by ISDA on July 31, 2018 (the “Protocol”), agree that the terms of the Protocol
are incorporated into and form a part of this Confirmation and agree that, for such purposes, this Confirmation shall be deemed a Protocol
Covered Agreement, Dealer shall be deemed a Regulated Entity and Counterparty shall be deemed an Adhering Party. In the event of any inconsistencies
between this Confirmation and the terms of the Protocol, the terms of the Protocol will govern. Terms used in this Section [34] without
definition shall have the meanings assigned to them under the Protocol. For purposes of this Section [34], references to “this
Confirmation” include any related credit enhancements entered into between the parties or provided by one to the other. In addition,
the parties agree that the terms of this Section [34] shall be incorporated into any related Covered Affiliate Credit Enhancements,
with all references to Dealer replaced by references to the covered affiliate support provider.]


 


[Signature page to follow. Remainder of
page intentionally left blank.]


 






    -36-


     


    

 


	 	Yours sincerely,
	 	 
	 	 
	 	[AGENT], ACTING AS AGENT
	 	FOR [DEALER]
	 	 
	 	By:	                 
	 	Name:
	 	Title:




 






    


     


    

 


Confirmed as of the date first above written:


 


	DUKE ENERGY CORPORATION	 
	 	 
	 	 
	By:	                         	 
	Name:	 
	Title:	 




 






    -2-


     


    

 


SCHEDULE I


 


FORWARD PRICE REDUCTION DATES AND AMOUNTS


 


	Forward Price Reduction Date4	Forward Price Reduction Amount
	 	 
	[·], 20[·]	USD [·]
	[·], 20[·]	USD [·]
	[·], 20[·]	USD [·]
	[·], 20[·]	USD [·]
	[·], 20[·]	USD [·]
	[·], 20[·]	USD [·]


 





 






4Insert expected ex-dividend dates.


 






    Schedule I-1


     


    

 


ANNEX A


 


PRIVATE
PLACEMENT PROCEDURES


 


If Counterparty delivers Restricted
Shares pursuant to Section 10 above (a “Private Placement Settlement”), then:


 


		(a)	the delivery of Restricted Shares by Counterparty shall be effected in accordance with customary private
placement procedures for issuers comparable to Counterparty with respect to such Restricted Shares reasonably acceptable to Dealer. Counterparty
shall not take, or cause to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of
the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption
pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer
(or any such affiliate of Dealer);



 


		(b)	as of or prior to the date of delivery, Dealer and any potential purchaser of any such Restricted Shares
from Dealer (or any affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity
to conduct a due diligence investigation with respect to Counterparty customary in scope for similarly-sized private placements of equity
securities for issuers comparable to Counterparty (including, without limitation, the right to have made available to them for inspection
all financial and other records, pertinent corporate documents and other information reasonably requested by them); provided that,
prior to receiving or being granted access to any such information, any such potential purchaser may be required by Counterparty to enter
into a customary non-disclosure agreement with Counterparty in respect of any such due diligence investigation;



 


		(c)	as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement
Agreement”) with Dealer (or any affiliate of Dealer designated by Dealer) in connection with the private placement of such Restricted
Shares by Counterparty to Dealer (or any such affiliate) and the private resale of such Restricted Shares by Dealer (or any such affiliate),
substantially similar to private placement purchase agreements customary for private placements of equity securities of similar size for
issuers comparable to Counterparty, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement
shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating,
without limitation, to the mutual indemnification of, and contribution in connection with the liability of the parties and the provision
of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment
by Counterparty of all reasonable fees and expenses in connection with such resale, including all reasonable fees and expenses of counsel
for Dealer, and shall contain representations, warranties, covenants and agreements of Counterparty customary for issuers comparable to
Counterparty and reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements
of the Securities Act for such resales; and



 






    Annex A-1


     


    

 


		(d)	in connection with the private placement of such Restricted Shares by Counterparty to Dealer (or any such
affiliate) and the private resale of such Restricted Shares by Dealer (or any such affiliate), Counterparty shall, if so requested by
Dealer, prepare, in cooperation with Dealer, a private placement memorandum customary for comparable private placements and issuers comparable
to Counterparty and otherwise in form and substance reasonably satisfactory to Dealer.



 


In the case of a Private Placement
Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder and/or
the applicable Daily Forward Price(s) in a commercially reasonable manner to reflect the fact that such Restricted Shares may not
be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of transferability
and liquidity in Restricted Shares based on actual charges incurred or discounts given.


 


If Counterparty delivers any
Restricted Shares in respect of the Transaction, Counterparty agrees that (i) such Shares may be transferred by and among Dealer
and its affiliates and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the
Securities Act has elapsed after the applicable Settlement Date, Counterparty shall (so long as Dealer or any such affiliate is not an
 “affiliate” of Counterparty within the meaning of Rule 144 under the Securities Act) promptly remove, or cause the transfer
agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Dealer (or such affiliate
of Dealer) to Counterparty or such transfer agent of seller’s and broker’s representation letters customarily delivered in
connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement
for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or
payment of any other amount or any other action by Dealer (or such affiliate of Dealer).


 






    Annex A-2


     


    

 


ANNEX B


 


pricing
supplement


 


	DATE:	[·], 20[·]
	 	 
	TO:	Duke Energy Corporation
 526 South Church Street
 Charlotte, North Carolina  28202
	 	 
	EMAIL:	[·]
	 	 
	TELEPHONE	[·]
	 	 
	FROM:	[Dealer]

 [c/o [Agent] 

as Agent for [Dealer]]

 [Street Address]

 [City, State and Zip Code]
	 	 
	EMAIL: 	[·] 
	 	 
	TELEPHONE:	[·]



 


Ladies and Gentlemen:


 


This is the “Pricing
Supplement” contemplated by the Issuer Forward Transaction dated [·], 20[·] (the “Confirmation”), between
Duke Energy Corporation and [·] (“Dealer”).


 


Terms not defined herein shall have the meaning
ascribed to them in the Confirmation.


 


For all purposes under the
Confirmation:


 


		(a)	the Hedge Completion Date is [·];



 


		(b)	the Number of Shares shall be [·], subject to further adjustment in accordance with the terms of
the Confirmation; and



 


		(c)	the Initial Forward Price shall be USD [·]



 


[Signature Pages Follow]


 






    Annex B-1


     


    

 


Please confirm the foregoing by executing a copy
of this Pricing Supplement and returning it to Dealer.


 


	 	Very truly yours,
	 	 
	 	[DEALER]
	 	 
	 	By:	              
	 	Name:
	 	Title:




 






    Annex B-2


     


    

 


Confirmed as of the date first above written:


 


	DUKE ENERGY CORPORATION	 
	 	 
	By:	                         	 
	Name:	 
	Title:	 


 






    Annex B-3