No Separation Prior to the Vesting Date. If Holder does not experience a Separation prior to the Vesting Date, Holder will be 100% vested in the Earned Performance Cash.

KELLOGG MINE PLANT SHORT PLAT NO 1 LOT 3 Parcel Number: [[Identifier]]

The Selling Stockholder, the Agent or the Forward Purchaser may terminate this Agreement prior to the end of the Agency Period, with respect to the sale of Shares by the Selling Stockholder (including through any Forward), by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that # if the Selling Stockholder terminates this Agreement after the Agent confirms to the Selling Stockholder any sale of Shares (or the Forward Purchaser confirms to the Selling Stockholder any sale of Forward Hedge Shares), the Selling Stockholder shall remain obligated to comply with Section 3(b)(v) with respect to such Shares or applicable Forward, as applicable, and # Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

Short-Term Cash-Based Incentive Compensation. The Committee may claw back of all or part of short-term cash-based Incentive Compensation (“cash incentive”) previously paid to a CEM to the extent that:

Officers’ Certificate of the Selling Stockholder. With respect to the occurrence of any Triggering Event Date under clause (D) thereof, on the Settlement Date as contemplated by the applicable Terms Agreement, the Selling Stockholder will furnish or cause to be furnished to the Agent and the Forward Purchaser, a certificate from an executive officer of the Selling Stockholder, dated such date, to the effect that # the representations and warranties of the Selling Stockholder in this Agreement are true and correct with the same force and effect as though expressly made on and as of such date and # the Selling Stockholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to such date.

Full Legal Name of Registered Holder (if not the same as # above) through which Registrable Securities are held:

Indemnification by the Selling Backstop Party. Each Backstop Party that sells Common Stock under a Shelf Registration Statement agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, and its officers and directors from and against any Losses resulting from # any untrue statement of a material fact in such Shelf Registration Statement (including any final, preliminary or summary prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein or any “free writing prospectus” or amendment thereof or supplement thereto), or # any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus or any “free writing prospectus,” in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such selling Backstop Party to the Company specifically for inclusion in the Shelf Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Acquired Shares to the Person asserting the claim. In no event shall the liability of any selling Backstop Party hereunder be greater in amount than the dollar amount of the net proceeds received by such Backstop Party under the sale of Acquired Shares giving rise to such indemnification obligation.

Exercise Prior to Expiration. To the extent this Warrant is not previously exercised as to all of the Shares subject hereto, and if the fair market value of one share of the Applicable Stock is greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to [Section 3(b)] above (even if not surrendered) immediately before its expiration. For purposes of such automatic exercise, the fair market value of one share of the Applicable Stock upon such expiration shall be determined pursuant to [Section 3(b)]. To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this Section 10(b), the Company agrees co promptly notify the Holder of the number of Shares, if any, the Holder is to receive by reason of such automatic exercise.

Consent of Prior Creditors. To the extent that, by reason of any pre-existing relationship between [[Parties:Organization]] and any Party to this Agreement, [[Parties:Organization]] 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.

Change to Prior Election. A Director may elect (using a form approved by the Company) to change a form of payment previously elected with respect to his or her Cash Account (or if the Director had made no election, then to elect a form other than the lump-sum), provided # such new election does not take effect until at least 12 months after the date the election is made, and # if commencement of payment is not related to the Director's Disability or death, the first payment with respect to which such new election is effective is deferred for a period of five years from the date such payment would otherwise have commenced.