Cessation of Participation. Effective as of ​, Participants who cease to be Employees due to the sale of Gulf Power Company will cease to be eligible to actively participate in the Plan.

Cessation of Participation. Effective as of ​, # Golden Triangle Storage, Inc. and its direct and indirect subsidiaries will cease to be affiliated companies of Southern Company Gas for purposes of determining Employing Company status under the Plan; and # Participants who cease to be Employees due to the sale of Golden Triangle Storage, Inc. will cease to be eligible to actively participate in the Plan.

Cessation of Participation. Effective as of ​, # Pivotal LNG, Inc. and its direct and indirect subsidiaries will cease to be affiliated companies of Southern Company Gas for purposes of determining Employing Company status under the Plan; and # Participants who cease to be Employees due to the sale of Pivotal LNG, Inc. will cease to be eligible to participate in the Plan.

Cessation of Participation. Effective as of ​, # Sequent Energy Management, LP and Sequent Energy Canada Corp. and their direct and indirect subsidiaries will cease to be affiliated companies of Southern Company Gas for purposes of determining Employing Company status under the Plan; and # Participants who cease to be Employees due to the sale of Sequent Energy Management, LP and Sequent Energy Canada Corp., will cease to be eligible to actively participate in the Plan.

Cessation. Immediately following the admission of Purchaser as the sole member of the Blocker described in [Section 2] of this Agreement, Blocker Parent does hereby cease to be a member of the Blocker and shall cease to have or exercise any right or power of a member of the Blocker.

Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

Participation. Participation in any such increase in the Aggregate Commitments may be offered to each of the existing Lenders, but no such Lender shall have any obligation to provide all or any portion of any such increase in the Aggregate Commitments. The Borrowers may invite additional Eligible Assignees to join this Agreement as Lenders hereunder for any portion of such increase in the Aggregate Commitments; provided that such Eligible Assignees shall enter into such lender joinder agreements to give effect thereto as the Administrative Agent may reasonably request.

Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the Eligible Employees, those persons who will be granted one or more Awards under the Plan, and thereby become “Participants” in the Plan. In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards may be granted as alternatives to or replacement of awards outstanding under the Plan, or any other plan or arrangement of the Company or a Related Company (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Related Company).

PARTICIPATION. No Employee or Nonemployee Director shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award.

Cessation of Authority. Except as provided in any such agreement between the parties, Employee understands and agrees that as of the Separation Date, Employee is no longer authorized to incur any expenses, obligations or liabilities, or to make any commitments on behalf of the Company.

Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

Cessation of Trading. Any cessation of trading of the Common Stock on at least one of the OTC Pink, OTCQB, Nasdaq National Market, Nasdaq Small Cap Market, New York Stock Exchange, NYSE MKT, or an equivalent replacement exchange, and such cessation of trading shall continue for a period of five consecutive # Trading Days.

The restricted stock unit term specified in Paragraph 2 shall terminate (and this restricted stock unit shall cease to be outstanding) prior to the Expiration Date should the Participant cease to remain in Service for any.

Cessation of Employment. Except as provided in Paragraphs 6, 7, 9 or 11 hereof, and except if Optionee is granted an option as an organizer for the Company, if Optionee’s status as an Eligible Participant under the Plan is terminated, this Stock Option shall expire three (3) months thereafter or on the date specified in Paragraph 2 hereof, whichever is earlier, unless the Stock Option Committee or the Board of Directors grants a longer period, up to the term of the option. During such period after termination of status as an Eligible Participant, this Stock Option shall be exercisable only as to those increments, if any, which had become exercisable as of the date on which the Optionee’s status as an Eligible Participant was terminated, and any Stock Options or increments which had not become exercisable as of such date shall expire and terminate automatically on such date. If Optionee is granted an option as an organizer of the Company, this Stock Option shall not expire as a result of such organizer no longer doing business or otherwise terminating his or its business relationship with the Company.

Cessation of Employment. In the event Executive shall cease to be employed by the Company for any reason, then Executive’s compensation and benefits shall cease on the date of such event, except as otherwise specifically provided herein or in any applicable employee benefit plan or program or as required by law.

In the event that the service of the Optionee shall terminate (otherwise than by reason of the Optionee’s death or disability, or for cause), the Option may be exercised (if and to the extent that the Optionee was entitled to do so at the date of termination of the Optionee’s service) at any time within ninety days after such termination, but in no event after the Termination Date. The Option shall not be exercisable by the Optionee following termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected to the Option shall be suspended during the period of investigation.

ARTICLE # – ANNUAL CREDITS. 9

Joint Participation. Each Party acknowledges that it and its attorney have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party or any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of this Agreement.

Cessation of Ongoing Discussions. ​ shall, and shall direct its Representatives to, cease immediately all discussions and negotiations that commenced prior to the date of this Agreement regarding any proposal that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal. ​ shall use its reasonable best efforts to cause any third party (or its agents or advisors) in possession of non-public information in connection with any such Acquisition Proposal in respect of ​ that was furnished by or on behalf of ​ to return or destroy (and confirm destruction of) all such information.