Creditors. The interests of any Participant under the Plan or any Award Agreement are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered.

Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement.

ARTICLE # VOTING AND DIVIDEND RIGHTS.

Award Subject to Clawback. The Award and any Shares delivered pursuant to the Award are subject to forfeiture, recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

He understands that acquisition of the Subject Shares is subject to the prior claims of existing and future creditors.

Subject to the occurrence of the Settlement Effective Date, except as otherwise agreed in writing by the Debtors, the Required TCEH Creditor Parties, and the TCEH Official Committee (including pursuant to the Plan Support Agreement), upon consummation of an Alternative Restructuring of any or all of the TCEH Debtors (other than any TCEH Debtor whose total assets are less than 2.5% of the consolidated total assets, or whose total revenues are less than 2.5% of the consolidated revenues, of the TCEH Debtors as of the date of such Alternative Restructuring), holders of Allowed TCEH First Lien Deficiency Claims, Allowed TCEH Unsecured Note Claims, Allowed TCEH Second Lien Note Claims, Allowed PCRB Claims, and Allowed General Unsecured Claims Against the TCEH Debtors Other Than EFCH shall receive, in the aggregate, ​ in Cash (which shall be subject to reduction only pursuant to # [Section 11] of the Plan Support Agreement and # [Section 2.7] of this Settlement Agreement, and shall not otherwise be subject to dilution or reduction as a consequence of any claim or liability incurred as a result of any act, event or transaction) (the “TCEH Cash Payment”). The TCEH Cash Payment shall be made # from the Cash on hand at the TCEH Debtors and, if none (or if Cash on hand is insufficient to make the full amount of the TCEH Cash Payment), the first proceeds of any sale, transfer, or other disposition of the Prepetition Collateral (as defined in the Final Cash Collateral Order) (including the first proceeds of any financing or similar transaction secured or supported by the Prepetition Collateral) (the “TCEH Cash Payment Carve Out”) and # before any payment or other distribution (including transfer) is made in connection with such an Alternative Restructuring to the holders of Allowed TCEH First Lien Claims; provided, however, that the TCEH Cash Payment Carve Out shall be subordinate in all respects to: # the RCT Reclamation Support Carve Out (as defined in the Final Cash Collateral Order); # the Carve Out (as defined in the Final Cash Collateral Order); and # the Permitted Liens (as defined in the Final Cash Collateral Order). For the avoidance of doubt, any distribution of the TCEH Cash Payment that would otherwise be made to or received by holders of Allowed TCEH First Lien Deficiency Claims pursuant to this [Section 2.2(a)], if applicable, shall be subject to [Section 2.2(b)] of this Settlement Agreement.

Any Benefit payable under the Plan shall constitute a general unsecured obligation of the Company, and shall be subject to the claims of the Company’s creditors.

Claims. Such Investor will, from and after the Certification Date, hold at least ​ in aggregate principal amount of Rights Offering Allowed Claims.

“Non-Priority Trade Claims” means claims held by vendors, suppliers and/or other trade creditors that are not Priority Trade Claims.

Nontransferability To the maximum extent permitted by law, no benefit under the Plan may be assignable or subject in any manner to alienation, sale, transfer, claims of creditors, pledge, attachment, or encumbrances of any kind

Consent of Prior Creditors. To the extent that, by reason of any pre-existing relationship between ​ and any Party to this Agreement, ​ requires the consent of that Party to the sale of the 2024 Secured Notes and the Kicker Notes, that Party or Parties hereby consent to the sale of the 2024 Secured Notes and the Kicker Notes on the terms and conditions set forth herein.

Reports to Other Creditors. Promptly after the furnishing thereof, copies of any material statement or report furnished to any other party pursuant to the terms of any indenture, loan, or credit or similar agreement and not otherwise required to be furnished to Administrative Agent pursuant to any other clause of this [Section 7.1];

Rights As Unsecured Creditors. To the extent not inconsistent with, or otherwise prohibited by, the terms of this Intercreditor Agreement, Second Lien Agent and the other Second Lien Secured Parties may exercise rights and remedies as an unsecured creditor against any Grantor in accordance with the terms of the Second Lien Documents and applicable law. For purposes hereof, the rights of an unsecured creditor do not include a creditor that holds a judgment Lien.

Award. The Company hereby grants to Participant an award of restricted stock units (“RSUs”), each RSU representing the right to receive one share of common stock, par value $.01 per share (the “Common Stock”), of the Company according to the terms and conditions set forth herein and in ​ 2023 Stock and Incentive Plan (the “Plan”). The RSUs are granted under [Section 6(c) and (f)])] of the Plan. A copy of the Plan has been furnished to Participant.

Award. To encourage your continued employment with the Company or any Affiliate and to motivate you to help the Company increase stockholder value over the long term, Wells Fargo & Company (the “Company”) has awarded you the number of Restricted Share Rights as set forth on the acknowledgement screen for your grant on this website (the “Award”). Each Restricted Share Right entitles you to receive one share of Wells Fargo & Company common stock (“Common Stock”) contingent upon vesting and subject to the other terms and conditions set forth in the Company’s 2022 Long‑Term Incentive Plan, as may be amended from time to time (the “Plan”) and this Award Agreement.

Award. Landlord shall be entitled to (and Tenant shall assign to Landlord) any and all payment, income, rent, award or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance and Tenant shall have no claim against Landlord or otherwise for any sums paid by virtue of such proceedings, whether or not attributable to the value of any unexpired portion of this Lease, except as expressly provided in this Lease. Notwithstanding the foregoing, any compensation specifically and separately awarded Tenant for Tenant’s personal property and moving costs, shall be and remain the property of Tenant.

Award. Any award to be paid by one Party to the other Party as determined by the arbitrator as set forth above under [Section 17.1] will be promptly paid in U.S. dollars free of any tax, deduction or offset; and any costs, fees or taxes incident to enforcing the award will, to the maximum extent permitted by law, be charged against the Party resisting enforcement. Each Party agrees to abide by the award rendered in any arbitration conducted pursuant to this [Article 17], and agrees that, subject to the U.S. Federal Arbitration Act, 9 U.S.C. §§ 1-16, judgment may be entered upon the final award in the Federal District Court for the State of New York and that other courts may award full faith and credit to such judgment in order to enforce such award. The award will include interest from the date of any damages incurred for breach of this Agreement, and from the date of the award until paid in full, at a rate fixed by the arbitrator.