Company Expenses. Upon the execution of this Agreement, Purchaser agrees to be solely responsible for the payment of all expenses of ​, including but not limited to accounting fees, legal fees, consulting fees, and all other expenses necessary for the operation of ​ as a fully-reporting public company

The term “Company” as used in this Award Agreement with reference to the Participant’s services shall include the Company and its Subsidiaries.

Company Successors. In the event PPL Corporation becomes a party to a merger, consolidation, sale of substantially all of its assets or any other corporate reorganization in which PPL Corporation will not be the surviving corporation or in which the holders of the Common Stock will receive securities of another corporation, then such other corporation shall assume the rights and obligations of PPL Corporation under this Plan.

Company Car. On or prior to the end of the Transition Period, Executive may purchase for her personal use the vehicle which the Company has been leasing for her (such date of purchase, the “Transfer Date”). Upon payment to the Company by Executive of the depreciated value of the vehicle, the Company will arrange for the transfer of title to Executive effective as of the Transfer Date. Executive shall be responsible for all applicable taxes and transfer title fees. Executive acknowledges and agrees that as of the Transfer Date the Company shall no longer insure or maintain the vehicle.

Company Customers. The Executive understands and acknowledges that the loss of customer relationships and goodwill will cause significant and irreparable harm to the Company. Accordingly, the Executive agrees as follows:

Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

Investment Company. The Company is not, and immediately after receipt of payment for the Shares, will not be required to register as an “investment company” under the Investment Company Act

Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

Company Holdings. The Company owns no equity interest in any corporation, joint venture, partnership or other entity.

Affiliated Company. Any company controlled by, controlling or under common control with the Company.