Percentage Interests and # when used with respect to Series A Preferred Unitholders, apportioned among all Series A Preferred Unitholders in accordance with the relative number or percentage of Series A Preferred Units held by each such Series A Preferred Unitholder.

“TransCo Intercompany Notes” shall mean, collectively, the following notes issued by Kentucky TransCo: (a) ​ 4.05% Senior Notes, Series C, Tranche H, due ​; (b) ​ 3.66% Senior Notes, Series C, Tranche D, due ​; (c) ​ $3.76% Senior Notes, Series C, Tranche E, due ​; (d) ​ 4.01% Senior Notes, Series C, Tranche G, due ​; (e) ​ 3.65% Senior Notes, Series M, due ​; (f) ​ 3.10% Senior Notes, Series D, due ​; (g) ​ 4.00% Senior Notes, Series E, due ​; (h) ​ 3.10% Senior Notes, Series D, due ​ and (i) ​ 3.75% Senior Notes, Series H, due ​.

After the Series A Initial Issuance Date, for as long as any Series A Purchase Agreement Purchaser or any of its then-Affiliates continues to own any Series A Preferred Units, such Series A Purchase Agreement Purchaser (or its then-Affiliate designees) shall have the right to purchase any Series A Preferred Units or Series A Parity Securities proposed to be issued by the Partnership (other than any Series A PIK Units or any Series A Parity Security PIK units) to any Person other than the Series A Purchase Agreement ​ or their Affiliates in an amount equal to the number of such Series A Preferred Units or Series A Parity Securities required in order to maintain such Series A Purchase Agreement Purchaser’s (and its Affiliates that own Series A Preferred Units) Adjusted Percentage Interest (assuming conversion of any outstanding convertible securities) equal to that which existed immediately prior to the issuance of such Series A Preferred Units or Series A Parity Securities, on the same terms and conditions that apply to all offerees in such transaction. In the event of a proposed transaction giving rise to any Series A Purchase Agreement Purchaser’s preemptive rights under the foregoing sentence, the Partnership shall provide notice to the Series A Purchase Agreement ​ by sending notice to the BlackRock Purchaser (on behalf of itself and as representative of the other Series A Purchase Agreement ​ and any such Affiliates and to the BlackRock Purchaser Notice Address) no later than 10 Business Days prior to the expected consummation of such transaction. The BlackRock Purchaser shall provide notice (on behalf of itself and/or any other Series A Purchase Agreement ​) of its and any other Series A Purchase Agreement Purchaser’s (and its Affiliates that own Series A Preferred Units) election to exercise its or their preemptive rights within 5 Business Days after the Partnership gives the notice described in the immediately preceding

“Series A PIK Units” means any Series A Preferred Units issued pursuant to a Series A Quarterly Distribution in accordance with [Section 5.11(b)(i)].

such Series A Preferred Unit shall be paid, as determined by the General Partner, in cash or in a combination of Series A PIK Units and cash; provided that, no more than one-ninth (1/9th) of any such Series A Quarterly Distribution shall consist of Series A PIK Units for any Quarter following the Quarter during which the Initial Distribution Period ends; and provided, further, that for the Quarter during which the Initial Distribution Period ends, # the portion of the Series A Distribution Amount calculated through the end of the Initial Distribution Period shall not be subject to the foregoing one-ninth (1/9th) limitation, and # the portion of the Series A Distribution Amount calculated after the end of the Initial Distribution Period shall be subject to the foregoing one-ninth (1/9th) limitation. If the General Partner elects to pay all or any portion of a Series A Quarterly Distribution in Series A PIK Units, the number of Series A PIK Units to be issued in connection with such Series A Quarterly Distribution shall equal the quotient of # the applicable Series A Distribution Amount (or portion thereof to be paid in Series A PIK Units) divided by # the Series A Issue Price; provided that instead of issuing any fractional Series A PIK Unit, the Partnership shall round the number of Series A PIK Units issued to each Series A Preferred Unitholder down to the nearest whole Series A PIK Unit and pay cash in lieu of any resulting fractional unit (with the amount of such cash payment being based on the value of such fractional Series A PIK Unit, which shall be the product of the Series A Issue Price multiplied by the number of Series A Conversion Units into which such fractional Series A PIK Units would be convertible at the applicable Series A Conversion Rate on such Record Date (without regard to whether any Series A Preferred Units are then convertible)). Each Series A Quarterly Distribution shall be paid within 45 days following the end of each Quarter (each such payment date, a “Series A Distribution Payment Date”) and, unless otherwise determined by the General Partner, shall have the same Record Date as established by the Partnership for any distribution to be made by the Partnership on other Partnership Interests in respect of such Quarter. For the avoidance of doubt, subject to [Section 5.8(b)(i)(D)], the Series A Preferred Units shall not be entitled to any distributions made to Common Unitholders pursuant to [Section 6.1(b)] for any Quarter so long as the Series A Quarterly Distribution has been declared and paid in full (including any Series A Unpaid Distributions comprising part thereof) in accordance with this [Section 5.8(b)(i)] on the Series A Preferred Units with respect to such Quarter.

“Senior KPCo Notes” means, collectively, the following notes issued by Kentucky Power: (a) ​ 4.18% Senior Notes, Series A, due ​, (b) ​ 4.33% Senior Notes, Series B, due ​, (c) ​ 3.13% Senior Notes, Series F, due ​, (d) ​ 3.35% Senior Notes, Series G, due ​, (e) ​ 3.45% Senior Notes, Series H, due ​, and (f) ​ 4.12% Senior Notes, Series I, due ​.

Certificate of Designations of Series A Convertible Preferred Stock. The Shares of Series A Preferred Stock shall be issued under and pursuant to a Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock (“Series A Certificate”) in the form of [Exhibit 2.2] hereof. Consultant accepts the Shares subject to the terms and conditions of the Series A Certificate. The terms and conditions of the Series A Certificate shall be deemed incorporated herein by this reference.

2 To be filled in depending on the series being exchanged - The dates of issuance of the Series F Preferred Stock was ​, the Series G Preferred Stock was ​, and the Series H Preferred Stock was ​

Capitalization. CLRI has outstanding 203,977,012 shares of common stock $.0001 par value, 40,750 shares of Series A 8% Convertible Preferred Stock, 1 share of Series B Preferred Stock, 2,563,375 shares of Series C Convertible Preferred Stock, and 670,094 shares of Series D Convertible Preferred Stock.

#Designation. There is hereby created out of the authorized and unissued shares of Preferred Stock of the Corporation a series of preferred stock designated as the “Series A Convertible Perpetual Preferred Stock” (the “Series A Preferred Stock”). The number of shares constituting such series shall be 120,000.