Form 8-K12B

8-K12B — ONEOK INC /NEW/

Accession: 0001193125-26-387972

Filed: 2026-09-10

Period: 2026-09-10

CIK: 0001039684

SIC: 4923 (NATURAL GAS TRANSMISSION & DISTRIBUTION)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K12B — d81803d8k12b.htm (Primary)

EX-2.1 (d81803dex21.htm)

EX-3.1 (d81803dex31.htm)

EX-3.2 (d81803dex32.htm)

EX-3.4 (d81803dex34.htm)

EX-3.5 (d81803dex35.htm)

EX-4.1 (d81803dex41.htm)

EX-4.2 (d81803dex42.htm)

EX-4.3 (d81803dex43.htm)

EX-4.4 (d81803dex44.htm)

EX-4.5 (d81803dex45.htm)

EX-4.6 (d81803dex46.htm)

EX-4.7 (d81803dex47.htm)

EX-4.8 (d81803dex48.htm)

EX-4.9 (d81803dex49.htm)

EX-4.10 (d81803dex410.htm)

EX-4.11 (d81803dex411.htm)

EX-4.12 (d81803dex412.htm)

EX-10.1 (d81803dex101.htm)

EX-99.1 (d81803dex991.htm)

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8-K12B

8-K12B (Primary)

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8-K12B

8-K12B 0001039684 --12-31 false 0001039684 2026-09-10 2026-09-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 10, 2026

ONEOK, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma

001-13643

73-1520922

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

100 West Fifth Street; Tulsa, OK

(Address of principal executive offices)

74103

(Zip Code)

(918) 588-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common stock, par value of $0.01

OKE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

As previously disclosed in ONEOK, Inc.’s (“Legacy ONEOK”) Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2026 (the “Signing 8-K”), Legacy ONEOK announced plans to implement a holding company reorganization (the “Reorganization”). On September 10, 2026, Legacy ONEOK implemented the Reorganization pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 9, 2026, among Legacy ONEOK, Falcon TopCo, Inc., an Oklahoma corporation and a direct, wholly owned subsidiary of Legacy ONEOK (“Falcon TopCo”), and Falcon Merger Sub, L.L.C., an Oklahoma limited liability company and a direct, wholly owned subsidiary of Falcon TopCo (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Legacy ONEOK merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of Falcon TopCo (the “Merger”). In connection with the Merger, Falcon TopCo was renamed “ONEOK, Inc.” (“ONEOK”) and became the successor issuer to Legacy ONEOK, and Merger Sub was renamed “ONEOK, L.L.C.” (“OpCo”). This Current Report on Form 8-K (this “Report”) is being filed for the purpose of establishing ONEOK as the successor issuer pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain related matters. Pursuant to Rule 12g-3(a) promulgated under the Exchange Act, shares of ONEOK common stock, par value $0.01 per share (“ONEOK Common Stock”), issued in connection with the Merger are deemed registered under Section 12(b) of the Exchange Act as the common stock of the successor issuer.

Additionally, as previously disclosed in the Signing 8-K, on August 28, 2026, Legacy ONEOK, Falcon TopCo, ONEOK Holdings, L.L.C. (“Holdings”), a wholly owned subsidiary of Falcon TopCo, and AP Falcon Holdings LLC, a Delaware limited liability company and an affiliate of Apollo Global Management, Inc. (“Investor”), entered into a contribution agreement (the “Contribution Agreement” and the transactions contemplated thereby, the “Transaction”).

On September 10, 2026 (the “Closing Date”), following the Reorganization, the Transaction was consummated (the “Closing”) and, among other things, (i) ONEOK contributed 100% of the equity interests of OpCo to Holdings in exchange for 6,023,076,923 Class A Units in Holdings (the “Class A Units”), (ii) Investor contributed $9 billion of cash (the “Investor Contribution”) to Holdings in exchange for 900,000,000 Class B Units in Holdings (the “Class B Units”) and (iii) Holdings contributed the Investor Contribution to OpCo. OpCo and its subsidiaries intend to use the proceeds of the contribution for the consummation of the previously announced acquisition of Brazos Midland, LLC and the extinguishment of $5 billion of certain outstanding indebtedness of OpCo and its subsidiaries. The foregoing information is a summary of the Transaction and, as such, does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement, a copy of which was filed as Exhibit 2.1 to the Signing 8-K, and the Operating Agreement (as defined below), a copy of which is filed herewith as Exhibit 3.5.

The events described in this Report took place in connection with the Reorganization and the Closing.

Item 1.01 Entry into a Material Definitive Agreement.

Adoption of Agreement and Plan of Merger and Consummation of Reorganization

On September 10, 2026, Legacy ONEOK completed the Reorganization by implementing the Merger pursuant to the terms of the Merger Agreement. The Merger was completed pursuant to Section 1081.G of the Oklahoma General Corporation Act (the “OGCA”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. At the Effective Time (as defined in the Merger Agreement), each share of Legacy ONEOK’s common stock, par value $0.01 per share (“Legacy ONEOK Common Stock”), issued and outstanding immediately prior to the Effective Time was automatically converted into one share of ONEOK common stock, par value $0.01 per share (“ONEOK Common Stock”), having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Legacy ONEOK Common Stock being converted. The conversion of stock occurred automatically without an exchange of stock certificates. Accordingly, each shareholder of Legacy ONEOK immediately before the Effective Time owned, immediately after the Effective Time, shares of ONEOK Common Stock in the same amounts and percentages as such shareholder owned in Legacy ONEOK immediately prior to the Effective Time. The Reorganization is intended to be a tax-free transaction, such that Legacy ONEOK shareholders should not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares of Legacy ONEOK Common Stock pursuant to the Reorganization.

Following the consummation of the Reorganization, ONEOK Common Stock continues to trade on the New York Stock Exchange (the “NYSE”) on an uninterrupted basis under the ticker symbol “OKE” with a new CUSIP number (30609A 109). As a result of the Reorganization, ONEOK became the successor issuer to Legacy ONEOK pursuant to Rule 12g-3(a) promulgated under the Exchange Act, and as a result, shares of ONEOK Common Stock are deemed registered under Section 12(b) of the Exchange Act as the common stock of the successor issuer.

Immediately following the consummation of the Reorganization, on a consolidated basis, the assets, businesses, and operations of ONEOK are not materially different than the corresponding assets, businesses, and operations of Legacy ONEOK immediately prior to the consummation of the Reorganization.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Merger Agreement, which is filed herewith as Exhibit 2.1 and incorporated herein by reference.

Entry into Operating Agreement and Consummation of the Transaction

On the Closing Date, pursuant to the Contribution Agreement, Holdings, ONEOK and Investor entered into an Amended and Restated Limited Liability Company Agreement of Holdings (the “Operating Agreement”). A summary of the material terms of the Operating Agreement, including with respect to quarterly distributions, distribution triggers, special distributions, the base return, the buyout right, change of control, equity conversion right, transfer restrictions, right of first offer, governance, standstill and material breach redemption right, is included in Item 1.01 of the Signing 8-K, and such summary is incorporated hereunder by reference into this Item 1.01.

The foregoing description of the Operating Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Operating Agreement, which is filed herewith as Exhibit 3.5 and incorporated herein by reference.

Supplemental Indentures

On September 8, 2026, in connection with the Reorganization, OpCo, as issuer, ONEOK, as parent guarantor, and the respective trustees entered into a supplemental indenture to each of the respective indentures governing Legacy ONEOK’s currently outstanding senior notes (collectively, the “Outstanding Legacy ONEOK Notes”). Pursuant to such supplemental indentures, OpCo assumed all of the obligations of Legacy ONEOK and ONEOK provided a guarantee of the applicable series of Outstanding Legacy ONEOK Notes issued under such indentures.

The foregoing description of such supplemental indentures does not purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indentures, copies of which are filed as Exhibits 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10 and 4.11 to this Report and are incorporated herein by reference.

On September 8, 2026, in connection with the Reorganization, OpCo, as issuer, ONEOK, as parent guarantor, and Computershare Trust Company, N.A., as trustee, entered into a supplemental indenture to the indenture governing ONEOK Partners, L.P.’s, a Delaware limited partnership (“ONEOK Partners”), currently outstanding senior notes (collectively, the “Outstanding ONEOK Partners Notes”) pursuant to which OpCo assumed all of the obligations of ONEOK Partners and ONEOK provided a guarantee of the Outstanding ONEOK Partners Notes issued under such indenture.

The foregoing description of such supplemental indenture does not purport to be complete and is qualified in its entirety by reference to the full text of such supplemental indenture, a copy of which is filed as Exhibit 4.12 to this Report and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth above under Introductory Note and Items 1.01 and 5.03 is incorporated hereunder by reference into this Item 3.01.

In connection with consummation of the Reorganization, ONEOK notified the NYSE that the Merger had been completed. As noted above, ONEOK Common Stock continues to trade on the NYSE on an uninterrupted basis under the ticker symbol “OKE,” which was the same symbol formerly used for Legacy ONEOK Common Stock, with the new CUSIP number (30609A 109). The NYSE is expected to file with the SEC an application on Form 25 to delist Legacy ONEOK Common Stock from the NYSE and to deregister Legacy ONEOK Common Stock under Section 12(b) of the Exchange Act. ONEOK intends to file with the SEC a certificate on Form 15 requesting that Legacy ONEOK Common Stock be deregistered under the Exchange Act, and that Legacy ONEOK’s reporting obligations under Section 15(d) of the Exchange Act with respect to Legacy ONEOK’s Common Stock be suspended.

Item 3.03 Material Modification of Rights of Security Holders.

The information contained in Items 1.01, 3.01 and 5.03 of this Report is incorporated hereunder by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

The information contained in Items 1.01, 3.01, 5.02 and 5.03 of this Report is incorporated hereunder by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Certain Officers of ONEOK; Election of New Directors of ONEOK

In connection with the consummation of the Merger, immediately following the Effective Time, the directors of ONEOK and their committee memberships and titles are the same as the directors of Legacy ONEOK immediately prior to the Effective Time. Immediately following the Effective Time, the executive officers of ONEOK are the same as the executive officers of Legacy ONEOK immediately prior to the Effective Time.

The directors of ONEOK and their committee memberships and titles are as follows:

Directors

Name

Age

Audit

Committee

Executive

Compensation

Committee

Corporate

Governance

Committee

Brian L. Derksen

—

Julie H. Edwards

—

Lori A. Gobillot

—

Mark W. Helderman

—

Randall J. Larson

—

Mark A. McCollum

—

Pierce H. Norton II

—

Precious Williams Owodunni

—

Eduardo A. Rodriguez

—

Wayne T. Smith

—

C - Chair of Committee

M - Member of Committee

Julie H. Edwards will continue to serve as Board Chair of ONEOK.

The executive officers of ONEOK and their positions and titles, which are listed below, are identical to the executive officers of Legacy ONEOK immediately prior to the consummation of the Reorganization.

Officers

Name

Age

Position

Pierce H. Norton II

President and Chief Executive Officer

Walter S. Hulse, III

Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development

Kevin L. Burdick

Executive Vice President and Chief Enterprise Services Officer

Sheridan C. Swords

Executive Vice President and Chief Commercial Officer

Lyndon C. Taylor

Executive Vice President, Chief Legal Officer and Assistant Secretary

Randy N. Lentz

Executive Vice President and Chief Operating Officer

Mary M. Spears

Senior Vice President and Chief Accounting Officer, Finance and Tax

Biographical information about ONEOK’s directors and executive officers is included in Legacy ONEOK’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “10-K”) under Item 10. Directors, Executive Officers and Corporate Governance, and such information is incorporated by reference herein. There are no arrangements or understandings with any person pursuant to which the directors and the executive officers were appointed. There are no family relationships amongst any of the directors or any of the executive officers of ONEOK.

Information regarding the compensation arrangements of ONEOK’s named executive officers and regarding related party transactions pursuant to Item 404(a) of Regulation S-K is included in the 10-K under Item 11. “Executive Compensation” and Item 13. “Certain Relationships and Related Transactions and Director Independence” and each of these sections is incorporated by reference herein.

Outstanding Equity Plans, Awards and Related Arrangements

In connection with consummation of the Reorganization, on September 10, 2026, Legacy ONEOK and Falcon TopCo entered into an Assignment and Assumption Agreement (the “Assignment Agreement”), pursuant to which, immediately before the Effective Time, Legacy ONEOK assigned (including sponsorship) to Falcon TopCo, and Falcon TopCo assumed (including sponsorship) from Legacy ONEOK, all of Legacy ONEOK’s rights and obligations under the (i) ONEOK, Inc. 2025 Equity Incentive Plan (including all forms of award agreements and individualized agreements thereunder), (ii) ONEOK, Inc. Equity Incentive Plan (also known as the ONEOK, Inc. 2018 Equity Incentive Plan) (including all award agreements that correspond to awards outstanding effective as of the date of the transfer of these plans under the Assignment Agreement (the “Plan Transfer”)), (iii) ONEOK, Inc. Equity Compensation Plan (including all award agreements that correspond to awards outstanding effective as of the date of the Plan Transfer), (iv) ONEOK, Inc. Long-Term Incentive Plan (including all award agreements that correspond to awards outstanding effective as of the date of the Plan Transfer), (v) EnLink Midstream, LLC 2014 Long-Term Incentive Plan (including all award agreements that correspond to awards outstanding effective as of the date of the Plan Transfer), (vi) ONEOK, Inc. 2025 Employee Stock Award Program, (vii) ONEOK, Inc. Employee Stock Purchase Plan and (viii) ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors and any and all agreements and elections thereunder.

The foregoing description of the Assignment Agreement does not constitute a complete description of, and is qualified in its entirety by reference to, the full text of the Assignment Agreement, which is attached hereto as Exhibit 10.1, and incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Upon consummation of the Reorganization, the Amended and Restated Certificate of Incorporation of ONEOK (the “Amended and Restated Certificate of Incorporation”) and the Amended and Restated By-laws of ONEOK (the “Amended and Restated By-laws”) are the same as the certificate of incorporation and by-laws of Legacy ONEOK in effect immediately prior to the Reorganization, other than changes permitted by Section 1081.G of the OGCA. The Amended and Restated Certificate of Incorporation became effective on September 10, 2026.

In addition, in connection with the consummation of the Reorganization, OpCo amended and restated its articles of organization (as so amended and restated the “OpCo Amended and Restated Charter”) effective as of September 10, 2026 as contemplated by the Articles of Merger effective as of September 10, 2026 (the “Certificate of Merger”), and added a provision required by Section 1081.G of the OGCA that provides that any act or transaction by or involving OpCo that requires for its adoption under the Oklahoma Limited Liability Company Act the approval of the members of OpCo shall require the approval of the stockholders of ONEOK by the same vote as is required by the OGCA and/or the certificate of incorporation or bylaws of Legacy ONEOK immediately before the Effective Time.

The foregoing descriptions of the Amended and Restated Certificate of Incorporation, the Amended and Restated By-laws and the OpCo Amended and Restated Charter do not constitute complete descriptions of, and are qualified in their entirety by reference to, the full text of each of the Amended and Restated Certificate of Incorporation, the Amended and Restated By-laws and the OpCo Amended and Restated Charter, which are attached hereto as Exhibits 3.1, 3.2 and 3.4, respectively, and each incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On September 10, 2026, ONEOK issued a press release announcing the consummation of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Report and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

The information set forth above under Introductory Note is incorporated hereunder by reference into this Item 8.01.

ONEOK hereby reports this succession in accordance with Rule 12g-3(f) promulgated under the Exchange Act.

Description of Securities Registered Pursuant to Section 12 of the Exchange Act

The description of ONEOK’s securities registered pursuant to Section 12 of the Exchange Act is provided in Exhibit 4.1 hereto, which is incorporated by reference herein. Such description modifies and supersedes any prior description of Legacy ONEOK’s capital stock in any registration statement or report filed with the SEC and will be available for incorporation by reference into certain of ONEOK’s filings with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, and the rules and forms promulgated thereunder.

Cautionary Statement Regarding Forward-Looking Statements

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this Report that address activities, events or developments that ONEOK expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects” and similar expressions are used to identify forward-looking statements. These forward-looking statements include, among others, statements regarding the expected benefits of the Transaction and the Reorganization, the anticipated use of proceeds from the Transaction, the anticipated financial performance (including projected levels of quarterly and annual dividends and adjusted EBITDA), growth, leverage, synergies, liquidity, market conditions and other statements that are not historical facts. These statements are based on ONEOK’s current expectations and assumptions about future events and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-

looking statements, including failure to achieve anticipated growth levels or operational synergies. ONEOK undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01

Financial Statements and Exhibits

Exhibit

Number

Description

2.1*

Agreement and Plan of Merger, dated as of September 9, 2026, among ONEOK, Inc., Falcon TopCo, Inc. and Falcon Merger Sub, L.L.C.

3.1

Amended and Restated Certificate of Incorporation of ONEOK, Inc.

3.2

Amended and Restated By-laws of ONEOK, Inc.

3.4

Certificate of Merger, filed with the Secretary of State of the State of Oklahoma on September 10, 2026.

3.5*

Amended and Restated Limited Liability Company Agreement of ONEOK Holdings, L.L.C., dated as of September 10, 2026.

4.1

Description of Securities.

4.2

Eighth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee.

4.3

Seventh Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee.

4.4

Fifth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee.

4.5

Fifteenth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee.

4.6

Thirty-Sixth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee.

4.7

Seventh Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee.

4.8

Fourth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee.

4.9

Third Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee.

4.10

Third Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee.

4.11

Fourth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee.

4.12

Eighteenth Supplemental Indenture, dated September 8, 2026, by and among Falcon Merger Sub, L.L.C., as issuer, Falcon TopCo, Inc., as parent guarantor, and Computershare Trust Company, N.A., as trustee.

10.1

Assignment and Assumption Agreement, dated as of September 10, 2026, between ONEOK, Inc. and Falcon TopCo, Inc.

99.1

Press Release, dated as of September 10, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. ONEOK agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ONEOK, INC.

Date: September 10, 2026

By:

/s/ Walter S. Hulse III

Name:

Walter S. Hulse III

Title:

Chief Financial Officer, Treasurer and

Executive Vice President, Investor Relations

and Corporate Development

EX-2.1

Filename: d81803dex21.htm · Sequence: 2

EX-2.1

Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), entered into as of September 9, 2026, by and among ONEOK,

Inc., an Oklahoma corporation (“Company”), Falcon TopCo, Inc., an Oklahoma corporation (“New Parent”) and a direct, wholly owned subsidiary of Company, and Falcon Merger Sub, L.L.C., an Oklahoma

limited liability company (“Merger Sub”) and a direct, wholly owned subsidiary of New Parent. Company, New Parent and Merger Sub are each referred to herein individually as a “Party” and

collectively as the “Parties.”

RECITALS

WHEREAS, on the date hereof, Company has the authority to issue 1,300,000,000 shares, consisting of: (i) 1,200,000,000 shares of common stock,

par value $0.01 per share (“Company Common Stock”), of which 630,408,348 shares were issued and outstanding as of August 31, 2026; and (ii) 100,000,000 shares of preferred stock, par value $0.01 per share

(“Company Preferred Stock”), of which no shares are issued and outstanding;

WHEREAS, as of the Effective Time

(as defined below), New Parent will have the authority to issue 1,300,000,000 shares, consisting of: (i) 1,200,000,000 shares of common stock, par value $0.01 per share (the “New Parent Common Stock”); and (ii) 100,000,000

shares of preferred stock, par value $0.01 per share (the “New Parent Preferred Stock”);

WHEREAS, as of the

date hereof, Merger Sub has issued 100 units representing limited liability company membership interests, which represents all of Merger Sub’s issued and outstanding equity, to New Parent;

WHEREAS, as of the Effective Time, the designations, rights, powers and preferences, and the qualifications, limitations and restrictions of

the New Parent Common Stock and New Parent Preferred Stock will be the same as those of Company Common Stock and Company Preferred Stock, respectively;

WHEREAS, New Parent is a newly formed corporation organized for the sole purpose of participating in the transactions herein contemplated and

actions related thereto, owns no assets (other than New Parent’s ownership of Merger Sub and nominal capital) and has taken no actions other than those necessary or advisable to organize as a corporation and to effect the transactions herein

contemplated and actions related thereto;

WHEREAS, Merger Sub is a newly formed limited liability company organized for the sole purpose

of participating in the transactions herein contemplated and actions related thereto, owns no assets (other than nominal capital) and has taken no actions other than those necessary or advisable to organize as a limited liability company and to

effect the transactions herein contemplated and actions related thereto;

WHEREAS, Company desires to reorganize into a holding company

structure pursuant to Section 1081.G. of the Oklahoma General Corporation Act (the “OGCA”), under which New Parent would become a holding company, by the merger of the Company with and into Merger Sub, and with each

share of Company Common Stock and Company Preferred Stock being converted in the Merger (as defined below) into a share of New Parent Common Stock and New Parent Preferred Stock, respectively;

WHEREAS, in connection with the Merger, Company and New Parent will enter into an Assignment

and Assumption Agreement (as defined below), pursuant to which, among other things, Company will, immediately prior to the Effective Time, transfer to New Parent, and New Parent will assume, sponsorship of all of Company’s Equity Plans (as

defined below) and the ONEOK, Inc. Deferred Compensation Plan for Non-Employee Directors (the “DC Plan”) and all of Company’s rights and obligations thereunder;

WHEREAS, the boards of directors of Company and of New Parent have approved and declared advisable this Agreement and the transactions

contemplated hereby, including, without limitation, the Merger;

WHEREAS, the sole member of Merger Sub has approved and declared

advisable this Agreement and the transactions contemplated hereby, including, without limitation, the Merger; and

WHEREAS, for U.S.

federal income tax purposes, the Parties intend that (i) the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the

“Code”) and any similar provision under state or local law, and (ii) this Agreement will be adopted as a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

NOW, THEREFORE, in consideration of

the premises and the covenants and agreements contained in this Agreement, and intending to be legally bound hereby, Company, New Parent and Merger Sub hereby agree as follows:

1. The Merger. In accordance with Section 1081.G. of the OGCA and Section 2054 of the Oklahoma Limited Liability Company Act

(the “Oklahoma LLC Act”) and subject to, and upon the terms and conditions of, this Agreement, the Company shall be merged with and into Merger Sub (the “Merger”), the separate corporate existence

of Company shall cease, and Merger Sub shall continue as the surviving limited liability company of the Merger (the “Surviving Entity”). At the Effective Time, the effects of the Merger shall be as provided in this

Agreement, in Section 1081.G. of the OGCA and in Section 2054 of the Oklahoma LLC Act.

2. The Effective Time. As soon as

practicable on or after the date hereof, the Surviving Entity shall file articles of merger executed in accordance with the relevant provisions of the OGCA and the Oklahoma LLC Act (the “Articles of Merger”), in the form

attached hereto as Exhibit A with the Secretary of State of the State of Oklahoma (the “Secretary of State”). The Merger shall become effective at such time as the Articles of Merger are duly filed with the Secretary

of State or at such later date and time as the Parties shall agree and specify in the Articles of Merger (the date and time the Merger becomes effective being referred to herein as the “Effective Time”).

3. Surviving Entity Articles of Organization. From and after the Effective Time, the articles of organization of the Surviving Entity

shall be amended and restated in the Merger by filing the Articles of Merger with the Secretary of the State, and as so amended and restated, shall be the articles of organization of the Surviving Entity (the “Surviving Entity

Charter”) until thereafter amended as provided therein or by the Oklahoma LLC Act.

4. Surviving Entity Limited Liability Company Agreement. From and after the Effective

Time, the Limited Liability Company Agreement of the Surviving Entity shall be amended and restated in the Merger in the form attached hereto as Exhibit B and, as so amended and restated, shall constitute the limited liability company

agreement of the Surviving Entity (the “Surviving Entity LLC Agreement”) until thereafter amended as provided therein or by applicable law.

5. New Parent Certificate of Incorporation. From and after the Effective Time, the certificate of incorporation of New Parent shall be

amended and restated in the Merger in the form of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit C (the “New Parent Charter”), which will be in effect from and after the Effective

Time and contain provisions identical to the Amended Certificate of Incorporation of the Company in effect immediately before the Effective Time, other than as permitted by Section 1081.G. of the OGCA.

6. New Parent By-laws. From and after the Effective Time, the bylaws of New Parent will be

amended and restated in the Merger in the form of the By-laws attached hereto as Exhibit D (the “New Parent By-laws”), which will be in

effect from and after the Effective Time and contain provisions identical to the Amended and Restated By-laws of the Company in effect immediately before the Effective Time, other than as permitted by

Section 1081.G. of the OGCA.

7. Managers and Directors.

(a) Surviving Entity. The managers of Merger Sub in office immediately prior to the Effective Time shall be the managers of the

Surviving Entity upon the Effective Time and will continue to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in the

Surviving Entity Charter and the Surviving Entity LLC Agreement, or as otherwise provided by law.

(b) New Parent. Prior to the

Effective Time, Company, as sole stockholder of New Parent, and New Parent, shall take all action necessary to elect as directors of New Parent effective as of the Effective Time the persons who are the directors of Company immediately prior to the

Effective Time, each to hold office from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in the New Parent Charter and New Parent By-laws, or as otherwise provided by law.

8. New Parent. The officers of New Parent in office

immediately prior to the Effective Time will continue to hold the same offices from the Effective Time until the earlier of their resignation or removal or until their successors are duly elected or appointed and qualified in the manner provided in

the New Parent Charter and New Parent By-laws, or as otherwise provided by law.

9. Additional Actions. If, at any time after the Effective Time, the Surviving Entity

shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Entity its right, title or interest

in, to or under any of the rights, properties or assets of either Merger Sub or Company acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the managers of

the Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of each of Merger Sub and Company, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Merger

Sub and Company or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Entity or

otherwise to carry out this Agreement.

10. Conversion of Securities. At the Effective Time, by virtue of the Merger and without

any action on the part of New Parent, Merger Sub, Company or any holder of any securities thereof:

(a) Conversion of Company Common

Stock. Each share of Company Common Stock (or fraction of any such share) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share (or equal fraction of a

share) of New Parent Common Stock.

(b) Conversion of Company Stock Held as Treasury Stock. Each share of Company Common Stock,

held in Company’s treasury shall be converted into one validly issued, fully paid and nonassessable share (or equal fraction of a share) of New Parent Common Stock, to be held immediately after completion of the Merger in the treasury of New

Parent.

all shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect to such shares of Company

Common Stock, respectively, except, in all cases, as set forth in Section 11 herein. In addition, each outstanding book-entry that, immediately prior to the Effective Time, evidenced shares of Company Common Stock shall,

from and after the Effective Time, be deemed and treated for all corporate purposes to evidence the ownership of the same number of shares of New Parent Common Stock.

11. Certificates. At and after the Effective Time until thereafter surrendered for transfer or exchange in the ordinary course, each

outstanding certificate which immediately prior thereto represented shares of Company Common Stock shall be deemed for all purposes to evidence ownership of and to represent the shares of New Parent Common Stock, as applicable, into which the shares

of Company Common Stock represented by such certificate have been converted as herein provided and shall be so registered on the books and records of New Parent and its transfer agent. At and after the Effective Time, the shares of New Parent Common

Stock shall be uncertificated; provided, that, any shares of New Parent Common Stock that are represented by outstanding certificates of Company pursuant to the immediately preceding sentence shall continue to be represented by certificates as

provided therein and shall not be uncertificated unless and until a valid certificate representing such shares pursuant to the immediately preceding sentence is delivered to New Parent at its registered office in the State of Oklahoma, its principal

place of business, or an officer or agent of New Parent having custody of books and records of New Parent,

at which time such certificate shall be canceled and in lieu of the delivery of a certificate representing the applicable shares of New Parent Common Stock, New Parent shall (i) issue to

such holder the applicable uncertificated shares of New Parent Common Stock by registering such shares in New Parent’s books and records as book-entry shares, upon which such shares shall thereafter be uncertificated and (ii) take all

action necessary to provide such holder with evidence of the uncertificated book-entry shares, including any action necessary under applicable law in accordance therewith, including in accordance with Sections 1032 and 1055 of the OGCA. If any

certificate that prior to the Effective Time represented shares of Company Common Stock shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact by the person or entity claiming such certificate to be lost,

stolen or destroyed and the providing of an indemnity by such person or entity to New Parent, in form and substance reasonably satisfactory to New Parent, against any claim that may be made against it with respect to such certificate, New Parent

shall issue to such person or entity, in exchange for such lost, stolen or destroyed certificate, uncertificated shares representing the applicable shares of New Parent Common Stock in accordance with the procedures set forth in the preceding

sentence.

12. Assumption of Plans and Awards. At the Effective Time, pursuant to this Agreement, New Parent and Company agree that

they will have executed, acknowledged and delivered an assignment and assumption agreement (the “Assignment and Assumption Agreement”), pursuant to which, immediately prior to the Effective Time, Company will transfer to

New Parent, and New Parent will (i) assume sponsorship of all of Company’s Equity Plans, along with all of Company’s rights and obligations under the Equity Plans, and (ii) assume sponsorship of the DC Plan, along with all of

Company’s rights and obligations under the DC Plan (the “Plan Transfer”). In connection therewith, Company, as sole stockholder of New Parent, will approve the adoption of the Equity Plans and the DC Plan by New

Parent.

Immediately prior to the Effective Time, pursuant to this Agreement and the Assignment and Assumption Agreement, Company will

transfer to New Parent, and New Parent will assume the Equity Plans, the DC Plan and Company’s rights and obligations with respect to (i) each right to acquire or vest in a share of Company Common Stock pursuant to awards of restricted

units (each, a “Restricted Unit” and collectively, the “Restricted Units”) and pursuant to awards of performance units and deferred performance units (each, a “Performance

Unit” and collectively, the “Performance Units”) under the Equity Plans, (ii) each right to acquire a share of Company Common Stock pursuant to phantom stock units credited under the DC Plan (each, a

“Phantom Stock Unit” and collectively, the “Phantom Stock Units”), (iii) each right to purchase a share of Company Common Stock under the ONEOK, Inc. Employee Stock Purchase Plan (each, an

“ESPP Right” and collectively, the “ESPP Rights”), and (iv) rights to receive a share of Company Common Stock under the ONEOK, Inc. 2025 Employee Stock Award Program (each, an

“ESAP Right” and collectively, the “ESAP Rights” and collectively with the Restricted Units, Performance Units, Phantom Stock Units and ESPP Rights, collectively, the

“Awards”) issued under the Equity Plans that is outstanding and unexercised, unvested or not yet paid immediately prior to the Effective Time, which Awards shall be converted into an ESPP Right, an ESAP Right, a Restricted

Unit, a Performance Unit or a Phantom Stock Unit pursuant to which the holder may acquire a share of New Parent Common Stock (or the cash equivalent, as applicable) with the same rights and privileges relative to New Parent that such ESPP Right,

ESAP Right, Restricted Unit, Performance Unit or Phantom Stock Unit had relative to Company immediately prior to the Effective Time on otherwise the same terms and conditions as were applicable immediately prior

to the Effective Time, including, for ESPP Rights at a purchase price determined in accordance with the terms of the ONEOK, Inc. Employee Stock Purchase Plan. For purposes of this Agreement,

“Equity Plans” shall mean, collectively, the plans listed on Exhibit E and any and all subplans, appendices or addendums thereto, and any and all agreements evidencing Awards. Company and New Parent agree that the Merger

does not constitute a “Change in Control” (or any similar term) under the Equity Plans or the DC Plan.

13. New Parent

Shares. Prior to the Effective Time, Company and New Parent shall take any and all actions as are necessary to ensure that each share of New Parent Common Stock that is owned by Company immediately prior to the Effective Time shall be cancelled

and cease to be outstanding at the Effective Time, and no payment shall be made therefor, and Company, by execution of this Agreement, agrees to forfeit such shares and relinquish any rights to such shares.

14. Reservation of Shares. At or prior to the Effective Time, New Parent will reserve sufficient authorized but unissued shares of New

Parent Common Stock to provide for the issuance of New Parent Common Stock upon the exercise, vesting or settlement of all outstanding Awards and for future awards under the Equity Plans.

15. New York Stock Exchange Listing. Prior to the Effective Time, the New Parent Common Stock to be issued pursuant to the Merger shall

have been approved for listing, upon official notice of issuance, by the New York Stock Exchange, to the extent such approval is required.

16. No Appraisal Rights. In accordance with the OGCA, no appraisal rights shall be available to any holder of shares of Company Common

Stock in connection with the Merger.

17. Termination. This Agreement may be terminated, and the Merger and the other transactions

provided for herein may be abandoned, whether before or after the adoption of this Agreement by the mutual written consent of the Parties. In the event of termination of this Agreement, this Agreement shall forthwith become void and have no effect,

and neither Company, New Parent, Merger Sub nor their respective stockholders, directors or officers shall have any liability with respect to such termination or abandonment.

18. Amendments. At any time prior to the Effective Time, this Agreement may be supplemented, amended or modified, whether before or

after the adoption of this Agreement by the mutual written consent of the Parties; provided , however , that, no amendment shall be effected subsequent to the adoption of this Agreement that by law requires further approval or authorization by the

sole member of Merger Sub or the stockholders of Company without such further approval or authorization. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties hereto.

19. Tax Treatment. The Parties intend for the Merger be treated as an integrated transaction qualifying as a reorganization under

Section 368(a)(1)(F) of the Code (and any similar provision under state or local law). The Parties agree that this Agreement constitutes and is adopted as a “plan of reorganization” within the meaning of Treasury Regulations

Sections 1.368-2(g) and 1.368-3(a).

20. Governing Law. This Agreement shall be governed by, and construed in accordance

with, the laws of the State of Oklahoma, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

21. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an

original but all of which shall constitute one and the same agreement.

22. Entire Agreement. This Agreement, including the

documents and instruments referred to herein, constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.

23. Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or

unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Company, New Parent and Merger Sub have caused this Agreement to be

executed as of the date first written above by their respective officers thereunto duly authorized.

ONEOK, INC., an Oklahoma corporation

By:

/s/ Sarah M. Rechter

Sarah M. Rechter

Vice President, Deputy General Counsel and Corporate Secretary

FALCON TOPCO, INC., an Oklahoma corporation

By:

/s/ Sarah M. Rechter

Sarah M. Rechter

Vice President, Deputy General Counsel and Corporate Secretary

FALCON MERGER SUB, L.L.C., an Oklahoma limited liability company

By:

/s/ Sarah M. Rechter

Sarah M. Rechter

Vice President, Deputy General Counsel and Corporate Secretary

[SIGNATURE PAGE TO AGREEMENT

AND PLAN OF MERGER]

Exhibit A

(Articles of Merger)

Exhibit B

(Limited Liability Company Agreement)

Exhibit C

(New Parent Charter)

Exhibit D

(New Parent By-laws)

Exhibit E

(Equity Plans)

EX-3.1

Filename: d81803dex31.htm · Sequence: 3

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

FALCON TOPCO, INC.

This Amended and Restated Certificate of Incorporation of Falcon TopCo, Inc., an Oklahoma corporation (the “Corporation”),

which has been duly adopted in accordance with the provisions of Sections 1077 and 1080 of the Oklahoma General Corporation Act (the “OGCA”), amends and restates the Certificate of Incorporation originally filed with the

Secretary of State of Oklahoma on August 13, 2026. Such previous Certificate of Incorporation is hereby amended and restated to read, in its entirety, as follows:

FIRST

The name of the

Corporation is ONEOK, Inc.

SECOND

The principal office or place of business of the Corporation in the State of Oklahoma is to be located at 100 West Fifth Street, in the City

of Tulsa, County of Tulsa. The name of the registered agent and the street address of the registered office in the State of Oklahoma is: CT Corporation System, 1833 Morgan Road, Oklahoma City, Oklahoma, Oklahoma County 73128.

THIRD

The purpose of the

Corporation is to engage in any lawful act or activity for which corporations may be organized under the OGCA.

FOURTH

The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,300,000,000 shares divided

into two classes, of which 100,000,000 shares, par value $0.01 per share, shall be designated Preferred Stock and 1,200,000,000 shares, par value $0.01 per share, shall be designated Common Stock.

1. Preferred Stock.

(a) Issuance. The Board of Directors is authorized, subject to limitations prescribed by law, to provide for issuance of

shares of Preferred Stock in one or more series, to establish the number of shares to be included in each such series, and to fix the designations, powers, preferences, and rights of the shares of each such series, and any qualifications,

limitations or restrictions thereof.

(b) Designations. Of the Preferred Stock, 20,000,000 shares have been

designated as Convertible Preferred Stock, Series A, 30,000,000 have been designated as Convertible Preferred Stock, Series B and 1,000,000 shares have been designated as Series C Participating Preferred Stock. The voting powers, designations,

preferences and relative, participating, optional or other special rights, and the qualifications, limitations or

restrictions for each of the Convertible Preferred Stock, Series A and the Convertible Preferred Stock, Series B are set forth on Exhibit A hereto and are incorporated herein by reference.

The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions for the Series C Participating Preferred Stock are set forth on Exhibit B hereto

and are incorporated herein by reference.

2. Common Stock.

(a) Dividends. Subject to the preferential rights, if any, of the Preferred Stock, the holders of shares of Common Stock shall

be entitled to receive, when and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable either in cash, in property, or in shares of Common Stock.

(b) Voting Rights. At every annual or special meeting of shareholders of the Corporation, every holder of Common Stock shall be

entitled to one vote, in person or by proxy, for each share of Common Stock standing in his name on the books of the Corporation.

(c) Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation, dissolution, or winding

up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential amounts, if any, to which the holders of Preferred Stock shall be entitled, the holders of all

outstanding shares of Common Stock shall be entitled to share ratably in the remaining net assets of the Corporation.

FIFTH

The Corporation shall have perpetual existence.

SIXTH

The private property of

the shareholders shall not be subject to the payment of the corporate debts to any extent whatever.

SEVENTH

1. The business of the Corporation shall be managed by the Board of Directors, except as otherwise required by law. The Board of Directors may

by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one (1) or more of the Directors of the Corporation, which to the extent provided in said resolution or

resolutions or in the Bylaws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be

affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the Bylaws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

2. The number of Directors of the Corporation shall be not less than nine (9) nor more

than twenty-one (21) persons and shall be fixed from time to time by the Board of Directors. Directors shall be elected at each annual meeting of shareholders of the Corporation.

3. Newly created directorships resulting from any increase in the authorized number of Directors or any vacancies in the Board of Directors

resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by the affirmative vote of a majority of the Directors then in office, though less than a quorum, or by the sole remaining Director,

or by the shareholders at their next annual meeting or at any special meeting of shareholders called for that purpose. Each Director so chosen shall hold office until the next annual meeting of shareholders of the Corporation or until his earlier

death, resignation or removal. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any

Director or the entire Board of Directors may be removed from office at any time, with or without cause, by the holders of a majority of the voting power of all outstanding Voting Shares (as defined in Article Tenth).

4. The shareholders and Directors of the Corporation may hold their meetings and have an office or offices outside of the State of Oklahoma if

the Bylaws so provide.

5. None of the Directors need be a shareholder of the Corporation or a resident of the State of Oklahoma.

6. The Bylaws or any Bylaw may be adopted, amended or repealed only by the affirmative vote of not less than a majority of the Directors then

in office at any regular or special meeting, or by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all outstanding Voting Shares, voting as a single class, at any annual meeting or any special meeting

called for that purpose.

7. The Board of Directors shall have power from time to time to set apart out of any funds of the Corporation

available for dividends a reserve or reserves for any proper purpose, and to abolish such reserve in the manner in which it was created and to fix and determine and to vary the amount of the working capital of the Corporation, and to direct and

determine the use and disposition of the working capital and of any surplus or net profits over and above the capital stock paid in.

The shareholders and the Board of Directors shall have power to keep the books, documents and papers of the Corporation outside of the State of Oklahoma, except as otherwise required by the laws of the State of Oklahoma.

9. The Board of Directors from time to time shall determine whether and to what extent and at what times and places, and under what conditions

and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the shareholders, and no shareholders shall have any right to inspect any account, book or documents of the Corporation except as conferred

by statute or as authorized by resolution of the Board of Directors.

10. In the absence of fraud, no contract or other transaction of the Corporation shall be

affected or invalidated in any way by the fact that any of the Directors of the Corporation are in any way interested in or connected with any other party to such contract or transaction or are themselves parties to such contract or transaction,

provided that such interest shall be fully disclosed or otherwise known to the Board of Directors at the meeting of said Board at which such contract or transaction is authorized or confirmed, and provided further that at the meeting of the Board of

Directors authorizing or confirming such contract or transaction there shall be present a quorum of Directors not so interested or connected and such contract or transaction shall be approved by a majority of such quorum, and no such interested

Director shall vote on any such contract or transaction. Any contract, transaction or act of the Corporation or of the Board of Directors or of any committee thereof which shall be ratified by a majority of a quorum of the shareholders of the

Corporation having voting power at any annual meeting, or any special meeting called for such purpose, shall be as valid and as binding as though ratified by every shareholder of the Corporation. Any Director of the Corporation may vote upon any

contract or other transaction between the Corporation and any subsidiary corporation without regard to the fact that he is also a Director of such subsidiary corporation. No contract or agreement between the Corporation and any other corporation or

party which owns a majority of the capital stock of the Corporation, or any subsidiary of any such other corporation shall be made or entered into without the affirmative vote of a majority of the whole Board of Directors at a regular meeting of the

Board.

11. Notwithstanding anything to the contrary in the foregoing paragraph 10, in the case of contracts, transactions and acts of the

Corporation, of the Board of Directors or of committees thereof that require shareholder approval under any provision of this Certificate or of applicable law by a higher proportion of the voting power of the outstanding Voting Shares than a

majority of a quorum of the shareholders, ratification by the shareholders of such contracts, transactions and acts shall require the affirmative vote of such higher proportion of such voting power, and any contract, transaction, act or agreement

referred to in such paragraph 10 shall be subject to any such applicable provisions of this Certificate or of applicable law.

12. All

salaries and compensation paid by the Corporation to its Directors and executive officers shall be fixed from time to time by the Board of Directors at a meeting of the Board to be held as provided by the Bylaws, and any payment of any character to

any Director or executive officer of the Corporation or any contract made with such Director or executive officer must be approved by a majority of the whole Board of Directors at a regular meeting of the Board, before such payment is made or

contract executed.

13. No Director shall be personally liable to the Corporation or its shareholders for monetary damages for any breach

of fiduciary duty by such Director as a Director, except (i) for breach of the Director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or

a knowing violation of law, (iii) pursuant to Section 1053 of Title 18 of the OGCA, or (iv) for any transaction from which the Director derived an improper personal benefit. Any repeal or modification of this paragraph 13 shall not

adversely affect any right to protection of a Director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

14. The affirmative vote of the holders of at least eighty percent (80%) of the voting power of all outstanding Voting Shares shall be

required to amend, repeal, or adopt any provision inconsistent with paragraphs 2, 3, 6, 11 or 13 of this Article SEVENTH or this paragraph 14.

EIGHTH

Whenever compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation

and its shareholders or any class of them, any court of equitable jurisdiction within the State of Oklahoma may, on the application in a summary way of this Corporation or of any creditor or shareholder thereof, or on the application of any receiver

or receivers appointed for this Corporation under the provisions of Section 1106 of Title 18 of the OGCA, or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of

Section 1100 of Title 18 of the OGCA, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders of this Corporation, as the case may be, to be summoned in such manner as the said Court directs.

If holders of liabilities representing three-fourths (3/4) in value of the creditors or class of creditors and/or if holders of shares representing three-fourths (3/4) of the shares held by such shareholders or class of shareholders of this

Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if

sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, of this Corporation, as the case may be, and also on this

Corporation.

NINTH

holder of stock of the Corporation of any class shall have any preferential, preemptive or other right to subscribe for or to purchase from the Corporation any stock of the Corporation of any class whether or not now authorized, or to purchase any

bonds, certificates of indebtedness, debentures, notes, obligations or other securities which the Corporation may at any time issue, whether or not the same shall be convertible into stock of the Corporation of any class or shall entitle the owner

or holder to purchase stock of the Corporation of any class.

TENTH

1. Higher Vote for Certain Business Combinations. A Business Combination (as hereinafter defined) with or upon a proposal by a Related

Person (as hereinafter defined) shall require, in addition to such approvals as are required by law, the approval of the Business Combination by either (a) a majority vote of all of the Independent Directors or (b) the holders of at least two-thirds (66-2/3%) of the shares otherwise entitled to vote as a single class with the Common Stock to approve such Business Combination (the “Applicable

Shares”), excluding any shares owned by such Related Person; provided, however, that the provisions of this Article TENTH shall not apply to any Related Person who becomes a Related Person pursuant to a single transaction in which such

Related Person acquires 85% of the Applicable Shares then outstanding in a single transaction; provided, further, that for the purpose of the immediately preceding proviso, Applicable Shares owned by (i) persons who are directors and also

officers of the Corporation and (ii) employee stock plans, shall be excluded.

2. Certain Definitions. For purposes of this Article TENTH:

(a) A “person” shall mean any individual, firm, corporation or other entity, or a group of

“persons” acting or agreeing to act together in the manner set forth in Rule 13d-5 under the Securities Exchange Act of 1934 (the “1934 Act”).

(b) The term “Business Combination” shall mean any of the following transactions, when entered into

by the Corporation or a subsidiary of the Corporation with, or upon a proposal by, a Related Person:

(1) The merger or

consolidation of the Corporation or any subsidiary of the Corporation; or

(2) The sale, lease, exchange, mortgage, pledge,

transfer or other disposition (in one or a series of transactions) of any assets of the Corporation or any subsidiary of the Corporation having an aggregate fair market value of Five Million Dollars ($5,000,000) or more; or

(3) The issuance or transfer by the Corporation or any subsidiary of the Corporation (in one or a series of transactions) of

securities of the Corporation or that subsidiary having an aggregate fair market value of Five Million Dollars ($5,000,000) or more, provided that issuances of Common Stock pursuant to conversions of Preferred Stock shall not be deemed a

“Business Combination;” or

(4) The adoption of a plan or proposal for the liquidation or

dissolution of the Corporation; or

(5) The reclassification of securities (including a reverse stock split),

recapitalization, consolidation or any other transaction (whether or not involving a Related Person) which has the direct or indirect effect of increasing the voting power, whether or not then exercisable, of a Related Person in any class or series

of capital stock of the Corporation or any subsidiary of the Corporation; or

(6) Any agreement, contract or other

arrangement providing directly or indirectly for any of the foregoing.

Person” shall mean any person (other than the Corporation, a subsidiary of the Corporation or any profit sharing, employee stock ownership or other employee benefit plan of the Corporation or a subsidiary of the Corporation or any

trustee of or fiduciary with respect to any such plan acting in such capacity) that is the direct or indirect beneficial owner (as defined in Rule 13d-3 and Rule 13d-5

under the 1934 Act) of more than ten percent (10%) of the outstanding Voting Shares of the Corporation and any Affiliate or Associate of any such person.

(d) The term “Independent Director” shall mean any member of the Board of Directors who is not

affiliated with or nominated by a Related Person.

(e) “Affiliate” and

“Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the 1934 Act.

(f) The term “Voting Shares,” at any time, shall mean the Common Stock and shares of any other class

of capital stock of the Corporation then entitled to vote generally in the election of directors.

(g) A majority of all

Independent Directors shall have the power to make all determinations with respect to this Article TENTH, including, without limitation, the transactions that are Business Combinations, the persons who are Related Persons, the time at which a

Related Person became a Related Person, and the fair market value of any assets, securities or other property, and any such determinations of such directors shall be conclusive and binding.

3. Applicability of the OGCA. Section 1090.3 of Title 18 of the OGCA shall be applicable to this Corporation.

4. No Effect on Fiduciary Obligations of Related Persons. Nothing contained in this Article TENTH shall be construed to relieve any

Related Person from any fiduciary obligation imposed by law.

5. Amendment, Repeal, etc. The affirmative vote of the holders of at

least eighty percent (80%) of the voting power of all outstanding Voting Shares of the Corporation, voting together as a single class, shall be required in order to amend, repeal or adopt any provision inconsistent with this Article TENTH.

ELEVENTH

1. Unless otherwise

specifically provided in this Certificate (including any Certificate of Designation with respect to any class or series of Preferred Stock), any action required or permitted to be taken by the shareholders of the Corporation must be effected by a

vote of the shareholders at a duly called annual meeting or special meeting called for that purpose and may not be effected by any consent in writing of such shareholders.

2. The affirmative vote of the holders of at least eighty percent (80%) of the voting power of all outstanding Voting Shares, voting as a

single class, shall be required to amend, repeal, or adopt any provision inconsistent with this Article ELEVENTH.

TWELFTH

1. Election. Section 1145 through 1155 of Title 18 of the OGCA, as the same may be amended, shall not apply to the Corporation as

of January 17, 1998.

2. Amendment. The affirmative vote of the holders of at least

sixty-six and two-thirds percent (66 2/3%) of the voting power of all outstanding equity securities of the Corporation, voting as a class, shall be required in order to

amend this Article TWELFTH.

THIRTEENTH

This amended and restated certificate of incorporation shall be effective at 6:30 a.m. Central Time, on September 10, 2026.

Each of the undersigned hereby certify that this Amended and Restated Certificate of

Incorporation was duly proposed by the Directors of the Corporation through the adoption of a resolution setting forth this Amended and Restated Certificate of Incorporation, declaring its advisability and directing that it be considered at the next

annual meeting of shareholders, in accordance with the provisions of Sections 1077 and 1080 of the OGCA, and that this Amended and Restated Certificate of Incorporation was subsequently adopted by the shareholders of the Corporation in the manner

and by the vote prescribed in Section 1077 of the OGCA.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed

by its President and Chief Executive Officer and attested by its Secretary, this 9th day of September, 2026.

ONEOK, INC.

By:

/s/ Pierce H. Norton II

Name:

Pierce H. Norton II

Title:

President and Chief Executive Officer

ATTEST:

By:

/s/ Sarah M. Rechter

Name:

Sarah M. Rechter

Title:

Vice President, Deputy

General Counsel and Corporate Secretary

EXHIBIT A

THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING,

OPTIONAL OR OTHER RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR

RESTRICTIONS THEREOF, OF

CONVERTIBLE PREFERRED STOCK, SERIES A

AND

CONVERTIBLE PREFERRED STOCK,

SERIES B

ONEOK, INC.

1. Designation; Class and Amount; Certain Definitions. The two series of Preferred Stock, the issuance of which is

hereby authorized, shall comprise twenty million (20,000,000) shares the distinctive serial designation of which shall be “Preferred Stock, Series A,” which is sometimes herein referred to

as “Convertible Preferred Stock, Series A” and thirty million (30,000,000) shares the distinctive serial designation of which shall be “Preferred Stock, Series B,” which is sometimes herein

referred to as “Convertible Preferred Stock, Series B” and, together with the Convertible Preferred Stock, Series A, the “Convertible Preferred Stock.” Each share of Convertible Preferred Stock,

Series A shall be identical in all respects with all other shares of Convertible Preferred Stock, Series A and each share of Convertible Preferred Stock, Series B shall be identical in all respects with all other shares of Convertible

Preferred Stock, Series B. The number of shares of Convertible Preferred Stock which are purchased or otherwise acquired by the Corporation or converted into Common Stock shall be cancelled and shall revert to authorized but unissued shares of

Convertible Preferred Stock undesignated as to series. Certain capitalized terms used herein have the meanings specified therefor in Section 10 below.

2. Dividends; Priority.

(a) (i) Payments of Dividend: Convertible Preferred Stock, Series A. Each Holder of shares of Convertible Preferred

Stock, Series A, shall be entitled to receive, when and if declared by the Board of Directors, in respect of each share of Convertible Preferred Stock, Series A, out of the funds of the Corporation legally available therefor, quarterly

cash dividend payments for each Dividend Period or portion thereof during which such share of Convertible Preferred Stock, Series A is outstanding. Such dividend payments shall be made: (A) during the First Dividend Stage, in an amount

determined by multiplying (x) the dividend amount declared in respect of each share of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”) for such Dividend Period (such amount payable

being adjusted appropriately as set forth in Section 7(d) to reflect any stock split, stock dividend, reverse stock split, reclassification or any transaction with a comparable effect upon the Common Stock), times (y) 1.5; and (B) during

the Second Dividend Stage, in an amount determined by multiplying (x) the dividend amount declared in respect of each share of Common Stock of the Corporation for such Dividend Period (such amount payable being adjusted appropriately as set

forth in Section 7(d) to reflect any stock split,

stock dividend, reverse stock split, reclassification or any transaction with a comparable effect upon the Common Stock), times (y) 1.25, provided, however, that in no event during either the

First or the Second Dividend Stage shall the aggregate annual dividend amount payable in respect of each share of Convertible Preferred Stock, Series A be less than $1.80. No interest, or sum of money in lieu of interest, shall be payable in

respect of any dividend payment or payments on shares of Convertible Preferred Stock, Series A which are not paid.

(ii) Payments of

Dividend: Convertible Preferred Stock, Series B. Each Holder of shares of Convertible Preferred Stock, Series B, shall be entitled to receive, when and if declared by the Board of Directors, in respect of each share of

Convertible Preferred Stock, Series B, out of the funds of the Corporation legally available therefor, quarterly cash dividend payments for each Dividend Period or portion thereof during which such share of Convertible Preferred Stock,

Series B is outstanding. Such dividend payments shall be made in an amount determined by multiplying (x) the dividend amount declared in respect of each share of Common Stock of the Corporation for such Dividend Period (such amount payable

however, that in no event during the First Dividend Stage, shall the aggregate annual dividend amount payable in respect of each share of Convertible Preferred Stock, Series B be less than $1.50 and provided, further, that in

no event during the Second Dividend Stage, shall the aggregate annual dividend amount payable in respect of each share of Convertible Preferred Stock, Series B be less than $1.80. No interest or sum of money in lieu of interest shall be payable in

respect of any dividend payment or payments on shares of Convertible Preferred Stock, Series B which are not paid.

(b) Payment and

Record Dates. Dividends accrued on the Convertible Preferred Stock in respect of each Dividend Period shall be payable, when and if declared by the Board of Directors, in arrears prior to or concurrently with each date of payment (each such

date, a “Dividend Payment Date’’) by the Corporation of quarterly cash dividends on the Common Stock in respect of such Dividend Period; provided, however, that if any such day is not a Business Day the

applicable Dividend Payment Date shall be the next succeeding day that is a Business Day; and provided, further that if no quarterly cash dividends are paid on the Common Stock in respect of any such Dividend Period, the Dividend

Payment Date shall mean such date as may be determined by the Board of Directors within three months following the end of such Dividend Period. Dividends on the Convertible Preferred Stock shall accrue based on the then-current dividend amount on a

daily basis from the commencement of each Dividend Period. Dividends will cease to accrue in respect of any shares of Convertible Preferred Stock on the Surrender Date (as defined below) in respect of a mandatory conversion pursuant to

Section 7(c) or on the Surrender Date in respect of a voluntary conversion pursuant to Section 7(a). Dividends payable on the Convertible Preferred Stock for any Dividend Period constituting less than a full fiscal quarter shall be

computed ratably on the basis of a 360-day year or 12 30-day months. Dividends for any Dividend Period shall not be cumulative to the extent not paid in full on each

Dividend Payment Date. Dividends on the Convertible Preferred Stock in respect of any Dividend Period unpaid as of the Dividend Payment Date for such Dividend Period shall permanently remain unpaid. The foregoing notwithstanding, dividends on

account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular Dividend Payment Date. Dividends shall be payable to the Holders as they appear on the Stock Books not exceeding

40 days preceding the relevant Dividend Payment Date. Dividends shall be paid in cash, by wire transfer in immediately available funds to the accounts designated by the respective Holders in

written notices given to the Corporation at least five Business Days prior to the payment date or by such other means as may be agreed to by the Corporation and the respective Holders, such wire transfer to be effected for good value on or before

the Dividend Payment Date.

(i) The First Dividend Stage shall commence upon the initial issuance of Convertible Preferred Stock and shall cease upon the fifth

anniversary of the Closing Date.

(ii) The Second Dividend Stage shall commence upon the fifth anniversary of the Closing Date and shall

continue for so long as any shares of Convertible Preferred Stock shall remain outstanding.

(iii) Notwithstanding anything in this

exhibit to the contrary, the holders of the Convertible Preferred Stock shall participate in all Special Dividends on a share for share basis with the holders of Common Stock, as if shares of the Convertible Preferred Stock were converted into

Common Stock immediately prior to the record date with respect to each such Special Dividend, and Special Dividends shall not be taken into account in determining the annual dividend rate of the Convertible Preferred Stock for purposes of

Section 2(a) hereof.

(d) The Corporation will cause written notice of each dividend amount on the Convertible Preferred Stock to be

given to each Holder within five Business Days after it is determined by the Board of Directors. Notwithstanding the foregoing, if the Corporation shall not declare quarterly cash dividends on its Common Stock for any Dividend Period, the dividend

amount on the Convertible Preferred Stock for purposes of Section 2(a) hereof shall be computed by reference to the dividend amount on the Common Stock for the most recent Dividend Period in respect of which dividends (other than Special

Dividends) were paid.

(e) Priority as to Dividends; Restriction on Dividends, Redemption, etc. The Corporation shall not, for so

long as the Convertible Preferred Stock shall remain outstanding, directly or indirectly, declare or pay or set apart for payment any dividends (including cumulative dividends) or make (or permit any Subsidiary to make) any other distributions on,

or payment on account of the purchase, redemption or other retirement or acquisition for value of the Common Stock, any other capital stock of the Corporation ranking junior to the Convertible Preferred Stock as to dividends or as to distribution of

assets upon any liquidation, dissolution or winding up of the affairs of the Corporation or any options, warrants or rights to purchase or acquire Common Stock or any such capital stock or any securities convertible into or exchangeable for shares

of Common Stock or any such capital stock, except that such payment of dividends and such other distributions and payments may be made so long as full dividends payable on the Convertible Preferred Stock for the Dividend Period commencing

immediately prior to the date of such dividend, distribution or other payment have been or are concurrently paid (or a sum sufficient for the payment thereof set apart for such payment subject to declaration thereof); provided,

however, that the foregoing restrictions shall not apply to: (i) any dividend payable solely in shares of any stock of the Corporation ranking, as to dividends and as to distribution of assets upon any liquidation, dissolution or winding-up of the affairs of the Corporation, junior to the Convertible

Preferred Stock (or payable solely in options, warrants or rights to purchase or acquire any such stock) or (ii) any distribution pursuant to any employee or director incentive or benefit

plan or arrangement (including any employment, severance or consulting agreement) of the Corporation or any Subsidiary heretofore or hereafter adopted; or (iii) any distribution pursuant to a redemption, at the stated redemption price, of any

rights granted to Holders of Common Stock pursuant to a stockholder rights plan; or (iv) any dividend approved in writing by the holders of at least 66 2/3 percent of all shares of Convertible Preferred Stock then outstanding. Holders of

shares of Convertible Preferred Stock shall be entitled to receive dividends in accordance with the foregoing clause (a) of this Section 2 in preference to and in priority over any dividend upon any securities junior to the Convertible

Preferred Stock.

3. Voting Rights.

(a) Holders of shares of Convertible Preferred Stock, voting together as a single class with holders of shares of Common Stock (and with

holders of any other class or series of stock which may similarly be entitled to vote with the holders of Common Stock) shall be entitled at any meeting of stockholders called for the purpose of voting on (or acting by written consent without need

of any advance notice) Opt-out Amendment (as defined in the Merger Agreement) (ii) any proposed amendment to the Certificate of Incorporation or By-Laws which would

reasonably have the effect of modifying in any way the Opt-out Amendment or would reasonably cause the Corporation to become subject to (a) the Control Share Acquisition Statute (as defined in the Merger

Agreement) or (b) any other provisions which are substantially similar to the Control Share Acquisition Statute or (iii) any transaction or series of transactions submitted to a vote of the stockholders of the Corporation which, if

consummated, would constitute a Change in Control, to vote with respect to such transaction(s). When voting together with the holders of shares of Common Stock on any such transaction(s), each share of Convertible Preferred Stock shall carry, as of

the record date applicable to such vote, a number of votes equal to the number of votes carried in the aggregate by the number of shares of Common Stock issuable upon conversion of one share of Convertible Preferred Stock into Common Stock in

accordance with Section 7 below.

(b) Except as provided by this Section 3 and Sections 4 and 8 below, or as otherwise may be

required by applicable law, the Holders of Convertible Preferred Stock shall not be entitled, by virtue of their being Holders thereof, to vote in any election of directors to the Board of the Corporation, or with respect to any other matter

submitted to the stockholders of the Corporation. Where a vote of the Holders, voting as a separate class, may be required by applicable law or by this Section 3 or Section 4 or 8, each share of Convertible Preferred Stock Series A

and each share of Convertible Preferred Stock, Series B, shall carry one vote.

4. Covenants.

So long as any shares of Convertible Preferred Stock are outstanding, the Corporation covenants and agrees with and for the benefit of the Holders of such

shares that without the affirmative vote or consent of Holders of 66 2/3 percent of all shares of the Convertible Preferred Stock then outstanding, voting as a separate class in person or by proxy or by written consent delivered to the

Secretary of the Corporation, the Corporation shall not amend, alter or repeal any provision of the Certificate of Incorporation of the Corporation, this exhibit, or any amendment or supplement to any of the foregoing, so as to affect adversely the

rights, powers, preferences, qualifications, limitations or restrictions of any Holder of Convertible Preferred Stock.

5. Redemption. Shares of the Convertible Preferred Stock shall not be redeemable, in

whole or in part, in any event, at the option of the Corporation.

6. Liquidation Preference. In the event of any voluntary or

involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the Holders of shares of Convertible Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution

to its stockholders an amount per share in cash equal to the amount that would be payable on one share of Common Stock (such amount payable being adjusted appropriately to reflect any stock split, stock dividend, reverse stock split, or any

transaction with comparable effect upon the Common Stock and assuming conversion of all shares of Convertible Preferred Stock then outstanding into shares of Common Stock immediately prior to such liquidation, dissolution or winding up), plus all

dividends then due on the Convertible Preferred Stock (the “Liquidation Preference”). This entitlement of the Holders of shares of Convertible Preferred Stock shall be satisfied before any similar payment shall be made or

any assets distributed to the holders of the Common Stock or any other security junior in rank to the Convertible Preferred Stock as to distribution of assets upon such dissolution, liquidation or winding up. If the assets of the Corporation are not

sufficient to pay in full the liquidation payments payable to all of the Holders of the outstanding shares of Convertible Preferred Stock, then the Holders of all such shares shall share ratably in such distribution of assets in accordance with the

respective liquidation preferences to which they are entitled. For the purposes of this section, neither the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all

of the property or assets of the Corporation nor the consolidation or merger of the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary; unless such voluntary sale,

conveyance, exchange or transfer shall be in connection with a dissolution or winding up of the business of the Corporation.

Conversion. (a) Conversion Right. At any time after the occurrence of a Regulatory Change, each share of Convertible Preferred Stock shall be convertible at the option of the Holder thereof into one fully paid and nonassessable

share of Common Stock (as adjusted pursuant to Section 7(d) hereof).

(b) (i) Conversion Procedures. Any Holder of shares of Convertible

Preferred Stock desiring to convert such shares into Common Stock shall surrender the certificate(s) evidencing such shares of Convertible Preferred Stock of the Holder at the office of the transfer agent appointed for the purpose of such conversion

by the Corporation. Such surrendered certificate(s), if the Corporation shall so require, shall be duty endorsed to the Corporation or in blank, or accompanied by proper instruments of transfer to the Corporation or in blank, and, in the case of any

conversion other than a mandatory conversion pursuant to clause (c) of this Section 7 below, shall be accompanied by written notice to the Corporation that the Holder elects so to convert such shares of Convertible Preferred Stock, which

notice shall specify the name or names (with address or addresses) in which the Holder wishes the certificate(s) evidencing shares of Common Stock to be issued in exchange for that certificate or those certificates so surrendered.

(ii) The Corporation shall, within five Business Days after such surrender of certificates

evidencing shares of Convertible Preferred Stock accompanied by written notice and in compliance with any other conditions contained herein, issue and deliver, or cause to be issued and delivered, to the person(s) for whose account such

certificate(s) evidencing shares of Convertible Preferred Stock were so surrendered, or to the nominee(s) of such Person(s), certificates representing the number of full shares of Common Stock to which such Person shall be entitled pursuant to the

then-applicable conversion rate. Such conversion shall be deemed to have been made on the date of such surrender of the certificate(s) evidencing shares of Convertible Preferred Stock to be converted (the “Surrender Date”)

and the Person(s) entitled to receive the Common Stock deliverable upon conversion of such Convertible Preferred Stock shall be treated for all purposes as the record holder(s) of such Common Stock on such date and thereafter. Conversion of

Preferred Stock may otherwise be achieved in accordance with such procedures as the Corporation and a majority of the Holders may agree.

(iii) In the event that fewer than all shares of Convertible Preferred Stock represented by a surrendered certificate are to be converted

hereunder, a new certificate shall be issued at the Corporation’s expense representing the shares of Convertible Preferred Stock not so converted.

(iv) Effective on the day following the Surrender Date, dividends shall cease to accrue on any shares of Convertible Preferred Stock

surrendered for conversion, such shares of Convertible Preferred Stock shall no longer be deemed outstanding, all rights of the Holders thereof as preferred stockholders of the Corporation shall cease (other than the right to receive dividends

declared or otherwise payable, to Holders of Convertible Preferred Stock on a record date prior to the Surrender Date) and thereupon the certificate(s) theretofore representing shares of Convertible Preferred Stock shall represent only the right to

receive the Common Stock deliverable upon conversion in respect thereof.

(v) If any shares of Convertible Preferred Stock are surrendered

for conversion subsequent to the record date preceding a Dividend Payment Date but on or prior to such Dividend Payment Dare (except shares called for redemption on a redemption date between such record date and such Dividend Payment Date), the

Holder of such shares at the close of business on such record date shall be entitled to receive the dividend payable on such shares on such Dividend Payment Date notwithstanding the conversion thereof.

(c) Mandatory Conversion. Immediately upon the transfer of Beneficial Ownership of any share of Convertible Preferred Stock to any Person other than

the Shareholder or an Affiliate of the Shareholder, such share of Convertible Preferred Stock shall convert into one fully-paid and non-assessable share of Common Stock (as adjusted pursuant to

Section 7(d)), in accordance with the procedures provided in clause (b) of this Section 7.

(d) The conversion rate shall be adjusted from

time to time as follows:

(i) In case the Corporation shall, at any time or from time to time while any of the shares of Convertible

Preferred Stock are outstanding: (A) pay a dividend in shares of its Common Stock, (B) subdivide its outstanding shares of Common Stock into a smaller number of shares, or (C) combine its outstanding shares of Common Stock into a

smaller number of shares,

the conversion rate in effect immediately prior to such action shall be adjusted so that the Holder of any shares of Convertible Preferred Stock thereafter surrendered for conversion shall be

entitled to receive the number of shares of Common Stock which such Holder would have owned or have been entitled to receive immediately following such action had such shares of Convertible Preferred Stock been converted immediately prior thereto.

An adjustment made pursuant to this Section 7(d)(i) shall become effective retroactively to immediately after the opening of business on the Business Day following the record date in the case of a dividend and shall become effective immediately

after the opening of business on the Business Day following the effective date in the case of a subdivision or combination. If, as a result of an adjustment made pursuant to this Section 7(d)(i), the Holder of any shares of Convertible

Preferred Stock thereafter surrendered for conversion shall become entitled to receive shares of two or more classes of capital stock of the Corporation, the Board of Directors (whose determination shall be conclusive) shall determine the allocation

of the adjusted conversion rate between or among shares of such classes of capital stock.

(ii) In case the Corporation shall, at any time

or from time to time while any of the shares of Convertible Preferred Stock are outstanding, issue rights or warrants to all holders of shares of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities

convertible into or exchangeable for Common Stock) at a price per share less than the current Market Price per share of Common Stock, at such record date, the conversion rate shall be adjusted so that it shall equal the rate determined by

multiplying the conversion rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or

warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and the denominator of which shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or warrants plus the

number of shares which the aggregate offering price of the total number of shares so offered would purchase at such current market price. For the purposes of this Section 7(d)(ii), the issuance of rights or warrants to subscribe for or purchase

securities convertible into Common Stock shall be deemed to be the issuance of rights or warrants to purchase the shares of Common Stock into which such securities are convertible at an aggregate offering price equal to the aggregate offering price

of such securities plus the minimum aggregate amount (if any) payable upon conversion of such securities into shares of Common Stock; provided, however, that if all of the shares of Common Stock subject to such rights or warrants have not

been issued when such rights or warrants expire, then, the conversion rate shall promptly be readjusted to the conversion rate which would then be in effect had the adjustment upon the issuance of such rights or warrants been made on the basis of

the actual number of shares of Common Stock issued upon the exercise of such rights or warrants. The foregoing provision shall not apply to issuances of rights pursuant to a stockholder rights plan provided that such rights are issued together with

the Common Stock upon conversion of the Convertible Preferred Stock. An adjustment made pursuant to this Section 7(d)(ii) shall become effective retroactively immediately after the record date for the determination of stockholders entitled to

receive such rights or warrants.

(iii) In case the Corporation shall, at any time or from time to time while any of the shares of

Convertible Preferred Stock are outstanding, distribute to all holders of shares of its Common Stock evidences of its indebtedness or securities or assets (excluding cash dividends payable out of consolidated earnings or retained earnings or

dividends payable in shares of Common Stock) or rights or warrants to subscribe for securities of the Corporation or any of its

subsidiaries (excluding those referred to in Section 7(d)(ii)), then in each such case the conversion rate shall be adjusted so that it shall equal the rate determined by multiplying the

conversion rate in effect immediately prior to the date of such distribution by a fraction, the numerator of which shall be the current Market Price per share of the Common Stock on the record date referred to below, and the denominator of which

shall be such current market price per share of the Common Stock less the then fair market value of the portion of the assets or evidences of indebtedness or securities or assets so distributed or of such subscription rights or warrants applicable

to one share of Common Stock. Such adjustment shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution.

(iv) The Corporation shall be entitled at its option to make such additional adjustments in the conversion rate, in addition to those required

by subsections 7(d)(i), 7(d)(ii) and 7(d)(iii), as shall be necessary in order that any dividend or distribution in shares of stock, subdivision or combination of shares of Common Stock, issuance of rights or warrants, evidences of indebtedness or

assets (other than cash dividends payable out of consolidated earnings or retained earnings) referred to above, shall not be taxable to the Holders of shares of Convertible Preferred Stock.

(v) In any case in which this Section 7(d) shall require that an adjustment be made retroactively immediately following a record date,

the Corporation may elect to defer (but only for five (5) Business Days following the filing of the statement referred to in Section 7(d)(vii)) issuing to the holder of any shares of this Series converted after such record date

(A) the shares of Common Stock and other capital stock of the Corporation issuable upon such conversion over and above (B) the shares of Common Stock and other capital stock of the Corporation issuable upon such conversion on the basis of

the conversion rate prior to adjustment.

(vi) Notwithstanding any other provisions of this Section 7(d), the Corporation shall not

be required to make any adjustment of the conversion rate (A) in respect of any Special Dividend in which the holders of Convertible Preferred Stock participate as provided in Section 2(c)(iii) or (B) unless such adjustment would

require an increase or decrease of at least 1% in such rate (any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so

carried forward, shall amount to an increase or decrease of at least 1% in such rate).

(vii) Whenever an adjustment in the conversion

rate is required, the Corporation shall forthwith place on file with its Transfer Agent a statement signed by its Chief Executive Officer, Chief Financial Officer or a Vice President and by its Secretary, Assistant Secretary, Treasurer or Assistant

Treasurer, stating the adjusted conversion rate determined as provided herein. Such statements shall set forth in reasonable detail such facts as shall be necessary to show the reason and the manner of computing such adjustment. Promptly after the

adjustment of the conversion rate, the Corporation shall mail a notice thereof to each holder of shares of Convertible Preferred Stock.

(e)

Reservation of Shares; Etc. (i) The Corporation shall at all times reserve and keep available, free from preemptive rights, out of its authorized and unissued stock, such number of shares of its Common Stock as shall from time to time be

sufficient to effect the conversion of all shares of the Convertible Preferred Stock from time to time outstanding, solely for the purpose of effecting such conversion. The Corporation shall, from time to time, in accordance with the laws of the

State of Oklahoma, increase the authorized number of shares of Common Stock if at any time the number of shares of authorized and unissued Common Stock shall not be sufficient to permit the conversion of all the then-outstanding shares of

Convertible Preferred Stock.

(ii) If any shares of Common Stock required to be reserved hereunder for purposes of

conversion require registration with or approval of any governmental authority under any Federal or state law before such shares may be issued upon conversion, the Corporation shall, in good faith and as expeditiously as possible, cause such shares

to be duly registered or approved as the case may be. If the Common Stock is listed on the New York Stock Exchange or any other national or foreign securities exchange, the Corporation shall, if permitted by the rules of such exchange, list and keep

listed on such exchange, upon official notice of issuance, all shares of Common Stock issuable upon conversion of Convertible Preferred Stock.

(iii) The Corporation will pay any and all taxes that may be payable in respect of the issuance or delivery of shares of Common Stock upon

conversion of shares of Convertible Preferred Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a

name other than that in which the shares of Convertible Preferred Stock so converted were registered and no such issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Corporation the amount of any

such tax or has established to the satisfaction of the Corporation that such tax has been paid.

(f) Reclassifications, Consolidations, Mergers or

Sales of Assets. In case of (i) any reclassification or change of outstanding shares of Common Stock (other than a change in par value or from par value to no par value or from no par value to par value, or as a result of a subdivision or

combination) or (ii) any consolidation or merger of the Corporation with one or more other corporations (other than a consolidation or merger in which the Corporation is the continuing corporation and which does not result in any

reclassification or change of outstanding shares of Common Stock issuable upon conversion of Convertible Preferred Stock), (iii) any sale or conveyance to another corporation or other entity of all or substantially all of the property of the

Corporation, or (iv) any other transaction which would constitute a Change in Control of the Corporation, then the Corporation, or such successor corporation or other entity, as the case may be, shall make appropriate provision so that the

holder of each share of Convertible Preferred Stock then outstanding shall have the right to convert such share into the kind and amount of shares of stock or other securities and property receivable upon such consolidation, merger, sale,

reclassification, change or conveyance by a holder of the number of shares of Common Stock into which such shares of Convertible Preferred Stock might have been converted immediately prior to such consolidation, merger, sale, reclassification,

change or conveyance, subject to adjustment which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7(d). The provisions of this paragraph shall apply similarly to successive consolidations, mergers,

sales or conveyances.

8. Priority. The Convertible Preferred Stock shall be senior in rank, both as to

dividends and as to distribution of assets upon any liquidation, dissolution or winding up of the affairs of the Corporation, to the Common Stock, or any class of equity securities of the Corporation which by its terms are junior to the Convertible

Preferred Stock, and shall not be junior in rank with respect to any class or series of preferred stock that may be issued by the Corporation, unless the Holders of 66 2/3 percent of the outstanding shares of the Convertible Preferred Stock

shall consent to the creation, reclassification or authorization of any class or series of the Corporation’s capital stock ranking prior to the Convertible Preferred Stock as to dividends or as to distributions of assets upon liquidation,

dissolution or winding up of the Corporation, whether voluntary or involuntary, or any security convertible into shares of such class or series. Except as otherwise provided in this exhibit, the Convertible Preferred Stock, Series A shall be

deemed to rank on a parity with the Convertible Preferred Stock, Series B.

9. Notices. The Corporation shall provide notice

to each Holder of any action taken or proposed to be taken or any determination made by the Corporation and/or the Shareholder under the terms of this exhibit. Notice of any such action or determination by the Corporation and/or the Shareholder and

all other notices and other communications provided for in this exhibit shall be delivered by facsimile and by reputable overnight courier:

(a)

If to the Corporation, to:

ONEOK, Inc.

100 West Fifth

Street

Tulsa, Oklahoma 74103

Attn: Corporate Secretary

or such other address

as the Corporation shall have furnished to the Holders in writing,

(b)

if to a Holder and/or the Shareholder, to the address and facsimile number of such Holder listed on the Stock

Books of the Corporation.

10. Definitions. Certain capitalized terms are used herein as defined below:

“Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries

controls or is controlled by or is under common control with such Person. For the purposes of this definition, “control,” when used with respect to any particular Person, means the power to direct the management and

policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative

to the foregoing.

“Beneficial Owner” (and, with correlative meanings, “Beneficially Own” and,

“Beneficial Ownership”) of any interest means a Person who, together with his, her or its Affiliates, is or may be deemed a beneficial owner of such interest for purposes of Rule

13d-3 or 13d-5 under the Exchange Act of 1934, or who, together with his, her, or its Affiliates, has the right to become such a beneficial owner of such interest

(whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise, conversion or exchange of any warrant, right or other instrument, or otherwise.

“Board” shall mean the Board of Directors of the Corporation in office at the applicable time, as elected in accordance with the By-Laws of the Corporation and with the Stockholder Agreement.

“Business Day” means any day other than a Saturday, a Sunday, a day on which the

New York Stock Exchange is closed or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.

“By-Laws” shall mean the By-Laws of the Corporation,

in the form specified in the Merger Agreement, as they may be amended from time to time.

“Certificate of Incorporation” shall

mean the Certificate of Incorporation of the Corporation, in the form specified in the Merger Agreement, as it may be amended from time to time.

“Change in Control” shall mean the occurrence of any one of the following events:

(1)

any Person (other than WRI and/or its Affiliates) becoming the Beneficial Owner, directly or indirectly, of

Voting Securities, pursuant to the consummation of a merger, consolidation, sale of all or substantially all of the Corporation’s assets, share exchange or similar form of corporate transaction involving the Corporation or any of its

subsidiaries that requires the approval of the Corporation’s shareholders, whether for such transaction or the issuance of securities in such transaction, so as to cause such Person’s Voting Ownership Percentage to exceed the Control

Percentage (as defined below); provided, however, that the event described in this paragraph (1) shall not be deemed to be a Change in Control if it occurs as the result of any of the following acquisitions: (A) by any

employee benefit plan sponsored or maintained by the Corporation or any Affiliate, or (B) by any underwriter temporarily holding securities pursuant to an offering of such securities;

(2)

the consummation of a merger, consolidation, sale of all or substantially all of the Corporation’s

assets, share exchange or similar form of corporate transaction involving the Corporation or any of its subsidiaries that requires the approval of the Corporation’s shareholders, whether for such transaction or the issuance of securities in

such transaction, unless immediately following such transaction more than 50 percent of the total voting power of (x) the corporation resulting from such transaction, or (y) if applicable, the ultimate parent corporation that

directly or indirectly has Beneficial Ownership of 100 percent of the voting securities eligible to elect directors of such resulting corporation, is represented by Voting Securities that were outstanding immediately prior to such transaction

(or, if applicable, shares into which such Voting Securities were converted pursuant to such transaction), and such voting power among the holders of such Voting Securities that were outstanding immediately prior to such transaction is in

substantially the same proportion as the voting power of such Voting Securities among the holders thereof immediately prior to such transaction; or

(3)

the consummation of a plan of complete liquidation or dissolution of the Corporation.

“Closing Date” means the date of consummation of the merger of Predecessor with and into the Corporation as provided in the Merger

Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” has the meaning specified in Section 2(a)(i) above.

“Control Percentage” shall mean a Voting Ownership Percentage of 15 percent, during the period prior to a Regulatory Change,

and a Voting Ownership Percentage of 35 percent thereafter.

“Convertible Preferred Stock” has the meaning specified in

Section 1 above.

“Dividend Period” means the applicable period from (and including) the Closing Date to the end of the

first fiscal quarter after the Closing Date, and each fiscal quarter thereafter.

“Dividend Rate” has the meaning specified in

Section 2(c) above.

“First Dividend Stage” has the meaning specified in Section 2(c)(iii) above.

“Holder” means a holder of record of a share or shares of Convertible Preferred Stock.

“Liquidation Preference” has the meaning specified in Section 6 above.

The “Market Price” for the Common Stock shall mean the average of the closing prices for such Common Stock for the twenty

(20) Trading Days immediately prior to the date on which the Market Price is being determined; provided, however, that in the event that the current per share market price of the Common Stock is determined during a period following the

announcement by the Corporation of (a) a dividend or distribution on the Common Stock payable in shares of Common Stock or securities convertible into Common Stock, or (b) any subdivision, combination or reclassification of the Common

Stock and prior to the expiration of 20 Trading Days after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each

such case, the current per share market price shall be appropriately adjusted to take into account ex-dividend trading or the effects of such subdivision, combination or reclassification. The closing price for

each Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction

reporting system of the New York Stock Exchange or, if the Common Stock is no longer listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to the principal

national securities exchange on which the Common Stock is then listed or admitted to trading or if the Common Stock is no longer listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the

average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations

System or such other system then in use, or, if on any such date the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such security

selected by a majority of the Board or, if on any such date no market maker is making a market in such security, the fair value as determined in good faith by a majority of the Board based upon the opinion of an independent investment banking firm

of recognized standing.

“Merger Agreement” means the Agreement, dated as of December 12, 1996,

between Predecessor and WRI, as amended and/or restated from time to time.

“Person” means any individual, corporation,

partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.

“Predecessor” means Oneok, Inc., a Delaware corporation.

A “Regulatory Change” will be deemed to have occurred upon the receipt by the Shareholder of an opinion of the Shareholder’s

counsel (which counsel must be reasonably acceptable to the Corporation) to the effect that either (1) the Public Utility Holding Company Act of 1935 (the “1935 Act”) has been repealed, modified, amended or otherwise

changed or (2) the Shareholder has received an exemption, or, in the unqualified opinion of such counsel, is entitled without any regulatory approval to claim an exemption, or has received an approval or

no-action letter from the Securities and Exchange Commission or its staff under the 1935 Act or has registered under the 1935 Act, or any combination of the foregoing, and as a consequence of (1) and/or

(2) the Shareholder may fully and legally exercise the rights set forth in the Shareholder Agreement which take effect in the period after a Regulatory Change has occurred.

“Second Dividend Stage” has the meaning specified in Section 2(c)(ii) above.

“Shareholder” means WRI.

“Shareholder Agreement” means the Shareholder Agreement, dated as of November 26, 1997 between the Corporation and WRI.

“Special Dividend” rneans a dividend declared or paid on the Common Stock in respect of a recapitalization, spin-off, reorganization or other extraordinary transaction of the Corporation.

“Stock Books”

means the stock transfer books of the Corporation relating to its Common Stock and Preferred Stock.

“Surrender Date” has the

meaning specified in Section 7 above.

“Total Voting Power” shall mean, calculated at a particular point in time, the

aggregate Votes represented by all then outstanding Voting Securities.

“Trading Day” shall mean a day on which the principal

national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business.

“Votes” shall mean votes entitled to be cast generally in the election of any member of the Board, as elected in accordance with the

provisions of the By-Laws, not including the votes that would be able to be cast by holders of shares of Convertible Preferred Stock upon the conversion of such shares to shares of Common Stock, unless such

conversion shall occur or be deemed to occur.

“Voting Ownership Percentage” shall mean, calculated at a particular point in

time, the Voting Power represented by the Voting Securities Beneficially Owned by the Person whose Voting Ownership Percentage is being determined.

“Voting Power” shall mean, calculated at a particular point in time, the ratio,

expressed as a percentage, of (a) the Votes represented by the Voting Securities with respect to which the Voting Power is being determined to (b) Total Voting Power.

“Voting Securities” shall mean the Common Stock and shares of any other class of capital stock of the Corporation then entitled to

vote generally in the election of any member of the Board, as elected in accordance with the provisions of the By-Laws and shall not include the Convertible Preferred Stock (or other securities convertible

into Voting Securities) prior to its conversion into Common Stock (or other Voting Securities).

“WRI” means Western Resources,

Inc., a Kansas corporation.

EXHIBIT B

THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR

RESTRICTIONS THEREOF, OF

SERIES C PARTICIPATING PREFERRED STOCK

ONEOK, INC.

Section 1. Designation and Amount. There shall be a series of Preferred Stock, par value $0.01 per share, of the Corporation which

shall be designated as “Series C Participating Preferred Stock,” par value $0.01 per share, and the number of shares constituting such series shall be one million. Such number of shares may be increased or decreased by resolution of the

Board of Directors or by resolution of the Executive Committee of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series C Participating Preferred Stock to a number less than that of the shares then

outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock and Preferred Stock ranking prior

and superior to the Series C Participating Preferred Stock with respect to dividends, the holders of shares of Series C Participating Preferred Stock in preference to the holders of shares of Common Stock, par value $0.01 per share (the

“Common Stock”), of the Corporation and any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the

last day of each fiscal quarter of the Corporation in each year or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing

on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series C Participating Preferred Stock in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or

(b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all

non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the

Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series C Participating Preferred Stock.

In the event the Corporation shall at any time after November 26, 1997 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise)

the outstanding Common Stock, or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series C Participating

Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding

immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series C Participating

Preferred Stock as provided in paragraph (A) above at the time it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided, that in the event no dividend or distribution shall

have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series C Participating Preferred Stock shall

nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

Preferred Stock are outstanding, no dividends or other distributions shall be declared, paid or distributed, or set aside for payment or distribution, on the Common Stock unless, in each case, the dividend required by this Section 2 to be

declared on the Series C Participating Preferred Stock shall have been declared.

(D) The holders of the shares of the Series C

Participating Preferred Stock shall not be entitled to receive any dividends or other distributions except as provided herein.

(E)

Dividends shall begin to accrue and be cumulative on outstanding shares of Series C Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series C Participating Preferred Stock

unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a

Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series C Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date in

either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series C Participating Preferred Stock in

an amount less than the total of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such

shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series C Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which

record date shall be no more than sixty (60) days prior to the date fixed for the payment thereof.

Section 3. Voting

Rights. The holders of shares of Series C Participating Preferred Stock shall have the following voting rights:

(A) Subject to the

provision for adjustment hereinafter set forth, each share of Series C Participating Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the

Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock, or

(iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares

of Series C Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such

event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)

Except as otherwise provided herein or by law, the holders of shares of Series C Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the

Corporation.

(C) (i) If at any time dividends on any Series C Participating Preferred Stock shall be in arrears in an amount equal to at

least six (6) full quarterly dividends (whether or not declared and whether or not consecutive) thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend

until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series C Participating Preferred Stock then outstanding shall have been declared

and paid or set apart for payment. During each default period, all holders of Preferred Stock (including holders of the Series C Participating Preferred Stock) with dividends in arrears in an amount equal to at least six (6) full quarterly

dividends (whether or not declared and whether or not consecutive) thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors.

(ii) During any default period, such voting right of the holders of Series C Participating Preferred Stock may be exercised initially at a

special meeting called pursuant to subparagraph (C)(iii) of this Section 3 or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders; provided, that neither such voting right nor the right of the holders of any

other series of Preferred Stock or Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of one-third (1/3) in number of shares of

Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders of

Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two

(2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall

have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default

period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or

pari passu with the Series C Participating Preferred Stock.

(iii) Unless the holders of Preferred Stock shall, during an existing default period, have

previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of Preferred Stock outstanding, irrespective of

series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board or the President of the Corporation. Notice of such meeting and of any annual meeting at

which holders of Preferred Stock are entitled to vote pursuant to this subparagraph (C)(iii) of Section 3 shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears

on the books of the Corporation. Such meeting shall be called for a time not earlier than ten (10) days and not later than sixty (60) days after such order or request, or in default of the calling of such meeting within sixty

(60) days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding.

Notwithstanding the provisions of this subparagraph (C)(iii) of Section 3, no such special meeting shall be called during the period within sixty (60) days immediately preceding the date fixed for the next annual meeting of the

stockholders.

(iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall

continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so

elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as

provided in subparagraph (C)(ii) of this Section 3) be filled by a vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall become vacant. References in

this paragraph (C) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors

shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Corporation’s Certificate of

Incorporation or By-laws irrespective of any increase made pursuant to the provisions of subparagraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner

provided by law or in the Corporation’s Certificate of Incorporation or By-Laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence

may be filled by a majority of the remaining Directors.

(D) Except as set forth herein, holders of Series C Participating Preferred Stock

shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series C Participating Preferred Stock as provided in

Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series C Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall

not:

(i) Declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any

shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Participating Preferred Stock;

(ii) Declare or pay dividends on or make any other distributions on any shares of stock

ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series C Participating Preferred Stock except dividends paid ratably on the Series C Participating Preferred Stock and all such parity stock on

which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) Redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon

liquidation, dissolution or winding up) with the Series C Participating Preferred Stock; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any

stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series C Participating Preferred Stock; or

(iv) Purchase or otherwise acquire for consideration any shares of Series C Participating Preferred Stock or any shares of stock ranking on a

parity with the Series C Participating Preferred Stock except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors,

after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or

classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any

shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series C Participating Preferred Stock purchased or otherwise acquired by the

Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new

series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up.

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders

of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Participating Preferred Stock unless, prior thereto, the holders of shares of Series C Participating Preferred Stock shall

have received per share, the amount of $1.00, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series C Liquidation Preference”). Following the

payment of the full amount of the Series C

Liquidation Preference, no additional distributions shall be made to the holders of shares of Series C Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock

shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series C Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in paragraph (C) of this

Section 6 below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the “Adjustment Number”). Following the payment of the full amount of the

Series C Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series C Participating Preferred Stock and Common Stock, respectively, holders of Series C Participating Preferred Stock and holders of shares of

Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

(B) In the event there are not sufficient assets available to permit payment in full of the Series C Liquidation Preference and the

liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series C Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in

proportion to their respective liquidation preferences. In the event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common

Stock.

(C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock

payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each case the Adjustment Number in effect immediately prior to such

event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock

that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. If the Corporation shall enter

into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such event the shares of Series C

Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to the Adjustment Number times the aggregate amount of stock,

securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

Section 8. No Redemption. The shares of Series C Participating Preferred Stock shall not be redeemable.

Section 9. Ranking. The Series C Participating Preferred Stock shall rank junior to all other series of the Corporation’s

Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

Section 10. Fractional Shares. The Series C Participating Preferred Stock may be

issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders

of Series C Participating Preferred Stock.

Section 11. Amendment. The Certificate of Incorporation of the Corporation shall

not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series C Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a

majority or more of the outstanding shares of Series C Participating Preferred Stock, voting separately as a class.

EX-3.2

Filename: d81803dex32.htm · Sequence: 4

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS

ONEOK, Inc.

(an Oklahoma corporation)

ARTICLE

OFFICES

Section 1.01

Principal Office. The principal office for the transaction of the business of ONEOK, Inc. (the “Corporation”) shall be located at 100 West Fifth Street, Tulsa, Oklahoma 74103 (the “Principal Office”). The

Corporation’s board of directors (the “Board”) is hereby granted full power and authority to change the Principal Office from one location to another.

Section 1.02 Other Offices. The Corporation may also have an office or offices at such other place or places, either within or

without the State of Oklahoma, as the Board may from time to time determine or as the business of the Corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 2.01 Annual Meetings. An annual meeting of the shareholders for the election of directors and for the transaction of such

other proper business as may come before such meetings may be held at such date, time and place as the Board shall determine by resolution.

Section 2.02 Special Meetings. Special meetings of the shareholders may be called at any time by a majority of the members of the

Board. Shareholders may not call special meetings. At any special meeting of the shareholders, no business shall be transacted and no corporate action shall be taken other than as stated in the notice of meeting (or any supplement thereto).

Section 2.03 Place of Special Meetings. All special meetings of the shareholders shall be held at such places, within or without

the State of Oklahoma, as may be designated by the person or persons calling the special meeting and specified in the notice or waiver of notice thereof. Otherwise, the special meeting shall be held at the Principal Office of the Corporation.

Section 2.04 Notice of Meetings; Adjournment.

(a) Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which

shall state the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which such special meeting is called.

(b) Unless otherwise provided for in the Oklahoma General Corporation Act, as in effect at the time (the “Corporation

Act”), or in the Corporation’s Certificate of Incorporation, as in effect at the time (the “Certificate of Incorporation”), the written notice of any meeting shall be given not less than ten (10) nor more than

sixty (60) days before the date of the meeting to each shareholder entitled to vote at such meeting. If mailed, notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the shareholder at such

shareholder’s address as it appears on the records of the Corporation. An affidavit of the secretary or an assistant secretary or of the stock transfer agent of the Corporation that the notice has been given shall, in the absence of fraud, be

prima facie evidence of the facts stated therein.

shareholder who shall have waived such notice, and such notice shall be deemed waived by any shareholder who shall have submitted a written waiver of notice or who shall have attended such meeting in person or by proxy, except a shareholder who

shall have attended such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(d) Any meeting of the shareholders may be adjourned from time to time to reconvene at the same or some other place by any of the chairman of

the Board, the individual designated as the presiding officer of the meeting or a majority of the shareholders present in person or represented by proxy at the meeting and entitled to vote, whether or not a quorum is present, and notice of any

adjourned meeting of the shareholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that when the adjournment is for more than thirty (30) days, or if after

the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or

represented, any business may be transacted which might have been transacted at the original meeting.

Section 2.05 Quorum.

Subject to the provisions of the Corporation Act or the Certificate of Incorporation, a majority of the shares of stock of the Corporation entitled to vote, the holders of which shall be present in person or represented by proxy, shall constitute a

quorum for any meeting of the shareholders of the Corporation or any adjournment thereof. In the absence of a quorum at any meeting or any adjournment thereof, the holders of a majority of the shares entitled to vote thereat who are present in

person or by proxy or, if none of the holders of any shares entitled to vote thereat are present, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting from time to time. At any such adjourned meeting

at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 2.06 Voting.

(a) Each shareholder shall, at each meeting of the shareholders, be entitled to vote in person, or by proxy, each share of the stock of the

Corporation having voting rights on the matter in question and which shall have been held by such shareholder and registered in such shareholder’s name on the books of the Corporation:

(i) on the date fixed pursuant to Section 2.07 of these by-laws (the “By-laws”) as the record date for the determination of shareholders entitled to notice of and to vote at such meeting; or

(ii) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which

notice of the meeting shall be given or if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which meeting shall be held.

(b) Shares of its own stock belonging to the Corporation or to another corporation, limited

liability company, partnership or other business entity, if a majority of the shares, membership interests, partnership interests or other applicable equity interests entitled to vote in the election of directors, managers or other similar positions

in such other entity is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock.

Persons whose stock is pledged shall be entitled to vote, unless the transfer by the pledgor on the books of the Corporation shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or the pledgee’s proxy,

may represent such stock and vote thereon. Shares having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or

with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the Corporation Act.

(c) A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporate action in writing without a

meeting may authorize another person or persons to act for the shareholder by proxy, but no proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. Any shareholder directly or

indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board. The following shall constitute a valid means by which a shareholder may grant such

authority:

(i) by executing a writing authorizing another person or persons to act for him or her as proxy. Execution may

be accomplished by the shareholder or the shareholder’s authorized officer, director, employee, agent or other authorized person signing the writing or causing his or her signature to be affixed to the writing by any reasonable means

including, but not limited to, by facsimile signature; or

(ii) by authorizing another person or persons to act for him or

her as proxy by transmitting or authorizing transmission of a facsimile, electronic mail, telegram, cablegram, or other means of electronic transmission capable of being reduced to writing to the person who will be the holder of the proxy or to a

proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive the transmission; provided, that any facsimile, electronic mail, telegram, cablegram, or other

acceptable means of electronic transmission must either set forth, or be submitted with information from which it can be determined, that such transmission was authorized by the shareholder. If it is determined that a facsimile, electronic mail,

telegram, cablegram, or other electronic transmission is valid, the inspectors or, if there are no inspectors, any other person making that determination shall specify the information upon which they relied.

Any copy, facsimile, or other reliable reproduction of the writing or transmission created pursuant to this subsection may be

substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, that the copy, facsimile, or other reproduction shall be a complete reproduction of

the entire original writing or transmission.

(d) The attendance at any meeting by a shareholder who may theretofore have given a proxy

shall not have the effect of revoking the same unless the shareholder (i) shall in writing so notify the secretary of the meeting prior to the voting of a proxy or (ii) votes at the meeting.

(e) At any meeting of the shareholders, all matters, except as otherwise provided in the

Certificate of Incorporation, in the By-laws or by law or applicable stock exchange rule, and except for the election of directors, shall be decided by the vote of the holders of shares representing a majority

of the voting power of the shareholders present in person or by proxy and entitled to vote thereat and thereon, provided that a quorum is present. With respect to the election of directors at any meeting of the shareholders, each nominee shall be

elected by the affirmative vote of a majority of the votes cast with respect to that director’s election by the shareholders present in person or by proxy at the meeting and entitled to vote for the election of directors, provided that a

quorum is present and, provided further, that directors shall be elected by a plurality of the votes cast at any meeting of shareholders for which (i) the secretary of the Corporation receives a notice that a shareholder has nominated a person

for election to the Board in compliance with the advance notice requirements for shareholder nominees for director set forth in Section 3.03(c) and (d) and, as applicable, Section 3.18 of these

By-laws and (ii) such nomination has not been withdrawn by such shareholder on or before the tenth (10th) day before the Corporation first issues its notice of meeting for such meeting to the

shareholders. The vote at any meeting of the shareholders on any matter need not be by written ballot, except election of directors, unless so directed by the presiding officer of the meeting. On a vote by ballot, each ballot shall be signed by the

shareholder voting, or by the shareholder’s proxy, if there be such a proxy, and it shall state the number of shares voted.

Section 2.07 Fixing Date for Determination of Shareholders of Record. In order that the Corporation may determine the shareholders

entitled to notice of, or to vote at any meeting of shareholders or any adjournment thereof, the Board may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and

which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the directors, the record date for determining shareholders entitled to notice of or to vote at

a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination

of shareholders entitled to notice of, or to vote at, a meeting of shareholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. In order that the Corporation may

determine shareholders entitled to receive payment of any dividend or other distribution, or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other

lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such

action, unless otherwise provided by the Certificate of Incorporation. If, in any case involving the determination of shareholders for any purpose other than notice of or voting at a meeting of shareholders, the Board shall not fix a record date,

the record date for determining shareholders for such purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto.

Section 2.08 List of Shareholders. The Secretary of the Corporation shall cause to be prepared and made, at least ten

(10) days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of

each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the

city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting

during the entire duration thereof, and may be inspected by any shareholder who is present for any purpose germane to the meeting.

Section 2.09 Chairman and Secretary of the Meeting; Organization. Meetings of the shareholders shall be presided over by the

chairman of the Board or, in his absence, by the next senior officer of the Corporation present. If no senior officers are present, the meeting of shareholders shall be presided over by a presiding officer to be chosen by the shareholders. The

secretary of the Corporation, or in such officer’s absence, an assistant secretary, shall act as secretary of the meeting, but if none are present,

the presiding officer of the meeting shall appoint a secretary of the meeting. The Board or a committee thereof shall be entitled to make such rules or regulations for the conduct of meetings of

shareholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the presiding officer of the meeting shall have the right and authority to prescribe such rules, regulations

and procedures and to do all such acts as, in the judgment of such presiding officer, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the

meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in the meeting to shareholders of record of the Corporation, their duly authorized and constituted proxies and such

other persons as the presiding officer shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and

closing of the polls for balloting and matters which are to be voted on by ballot.

Section 2.10 Inspectors. If at any meeting

of the shareholders a vote by written ballot shall be taken on any question, the presiding officer of the meeting may appoint an inspector or inspectors to act with respect to such vote. Each inspector so appointed shall first subscribe an oath to

execute faithfully the duties of an inspector at such meeting with strict impartiality and according to the best of such inspector’s ability. Such inspector(s) shall decide upon the qualification of the voters, shall report the number of

shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports

of the inspector(s) shall be in writing and subscribed and delivered by them to the secretary of the Corporation. The inspector(s) need not be shareholders of the Corporation, and any officer of the Corporation may be an inspector on any question

other than a vote for or against a proposal in which such officer shall have a material interest.

Section 2.11 Conduct of

Meetings.

(a) At an annual meeting of the shareholders, a matter (other than nominations of directors which shall be governed by

Sections 3.03(c) and (d) and Section 3.18 of these By-laws) may only be considered if it is brought before the meeting: (i) pursuant to the Corporation’s notice of meeting; (ii) by or

at the discretion of the Board; or (iii) by any shareholder of the Corporation who is a shareholder of record at the time of giving the notice provided for herein, who shall be entitled to vote at such meeting and who complies with the notice

procedures set forth in Section 2.11(b). Nothing in this Section 2.11(a) or 2.11(b) will be deemed to affect the rights of shareholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)

For business to be properly brought before an annual meeting by a shareholder pursuant to Section 2.11(a) above, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a

shareholder’s notice must be received at the Principal Office of the Corporation not less than one hundred twenty (120) calendar days, and not more than one hundred fifty (150) calendar days, before the first anniversary of the date

that the Corporation’s proxy statement was released to shareholders in connection with the previous year’s annual meeting; provided, however, that if the date of the meeting is changed by more than thirty (30) days from the first

anniversary date of the previous year’s meeting, notice by a shareholder must be received no later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed to

shareholders or public disclosure of such date was made. In no event shall the postponement or adjournment of an annual meeting, or the public disclosure of the postponement or adjournment of an annual meeting, commence a new time period for the

giving of a shareholder’s notice as described above. Such shareholder notice shall set forth as to each matter the shareholder proposes to bring before the meeting: (1) a brief description of and the reasons for proposing such matter at

the meeting; (2)

with respect to the shareholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made: (A) the name and address, as they appear on the

Corporation’s books, of such shareholder, and the name and address of such beneficial owner, if any; (B) the class or series and number of shares of the Corporation which are owned beneficially or of record by such person and any

affiliates or associates of such person; (C) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such

shares of stock of the Corporation held by each such nominee holder; (D) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or

on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (E) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short

position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to

manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such

person, with respect to stock of the Corporation; (3) a representation that the shareholder giving notice intends to appear in person or by proxy at the annual meeting to bring such business before the meeting; (4) any material interest of

such shareholder of record, the beneficial owner, if any, on whose behalf the proposal is made or any affiliate or associate of any of the foregoing, in such proposal; (5) a description of all agreements, arrangements and understandings between

such shareholder, the beneficial owner, if any, on whose behalf the proposal is made or any affiliate or associate of any of the foregoing, and any other person or persons (including their names) in connection with the proposal of such business by

such shareholder; and (6) all other information that would be required to be disclosed by such shareholder or the beneficial owner, if any, on whose behalf the proposal is made as a participant in a solicitation of proxies for the election of

directors in a contested election, or would be otherwise required to be disclosed in connection with such solicitation, in each case pursuant to Regulation 14A under the Exchange Act. The foregoing information shall be supplemented by such

shareholder and beneficial owner, if any, not later than ten (10) days after the record date for the meeting to disclose all such information as of the record date.

meeting unless brought before it in accordance with the procedures set forth herein. Further, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters

set forth herein.

(d) Each of the Board, the chairman of the Board or the presiding officer of the meeting shall have the power to

determine whether business proposed to be brought before a meeting was properly brought or proposed in accordance with these By-laws. The chairman of the Board or the individual designated as presiding officer

of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures proscribed herein, and, if the chairman of the Board or the presiding

officer of the meeting should so determine, then any such business shall not be transacted.

(e) Notwithstanding anything provided herein

to the contrary, the procedures for submission of shareholder proposals have not expanded, altered or affected in any manner whatever, the rights or limitations that may exist regarding the ability of a shareholder of the Corporation to submit a

proposal for consideration by shareholders of the Corporation under Oklahoma or federal law.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01 General Powers. The property, business, and affairs of the Corporation shall be managed by and under the direction of

the Board, except as may be otherwise provided for in the Corporation Act or in the Certificate of Incorporation.

Section 3.02

Number. The number of directors of the Corporation shall not be less than nine (9) nor more than twenty-one (21) persons and shall be fixed from time to time by resolution of the Board.

Section 3.03 Election of directors.

(a) At each annual meeting of shareholders of the Corporation, directors shall be elected for a term expiring at the next succeeding annual

meeting of shareholders. Each director shall serve until the director’s term expires in accordance with the foregoing provisions or until the director’s prior resignation, death, disqualification or removal from office.

(b) A person shall retire from the Board no later than immediately prior to the annual meeting of shareholders following such person’s

seventy-fifth (75th) birthday.

be eligible for election as directors, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in

certain circumstances. Nominations of persons for election to the Board may be made at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors (i) by or at the direction of the

Board or a committee thereof, or (ii) by any shareholder of the Corporation (x) who is a shareholder of record on the date of the giving of the notice provided for in this Section 3.03 and on the record date for the determination of

shareholders entitled to notice of and to vote at such annual meeting or special meeting, (y) who complies with the notice procedures set forth in this subsection (c) and Section 3.03(d) and (z) with respect to qualifying

nominations of a Shareholder Nominee (as defined in Section 3.18 below) pursuant to a Proxy Access Notice (as defined in Section 3.18 below) at an annual meeting of shareholders, complies with Section 3.18 of these By-laws. In addition, no individual nominated by a shareholder pursuant to clause (ii) shall be eligible for election as a director unless the individual complies with the information requirements of

Section 3.03(e). Such nominations, other than those made pursuant to Section 3.18 below or by or at the direction of the Board or a committee thereof, shall be made pursuant to timely notice in writing to the secretary of the Corporation.

To be timely, a shareholder’s notice must be received at the Principal Office of the Corporation (a) in the case of an annual meeting, not less than one hundred twenty (120) calendar days, and not more than one hundred fifty

(150) calendar days, before the first anniversary of the date that the Corporation’s proxy statement was released to shareholders in connection with the previous year’s annual meeting; provided, however, that if the date of the

meeting is changed by more than thirty (30) days from the first anniversary date of the previous year’s meeting, notice by a shareholder must be received no later than the close of business on the tenth (10th) day following the earlier of

the day on which notice of the date of the meeting was mailed to shareholders or public disclosure of such date was made and (b) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the

close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed to shareholders or public disclosure of such date was made. In no event shall the adjournment or postponement of an

annual meeting or a special meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period for the giving of a shareholder’s notice as described above.

(d) A shareholder’s notice to the secretary shall set forth:

(i) as to each person whom the shareholder proposes to nominate for election as a director: (a) the name, age, business

address, and residence address of such person; (b) the principal occupation or employment of such person; (c) the class or series and number of shares of the Corporation which are owned beneficially or of record by such person and any

affiliates or associates of such person; (d) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such

shares of stock of the Corporation held by each such nominee holder; (e) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or

on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (f) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position

or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage

risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person,

with respect to stock of the Corporation; (g) such person’s written and executed representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to any

agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (B) is not and

will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as

a director of the Corporation that has not been disclosed to the Corporation in such representation and agreement and (C) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and, if

elected as a director, will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the

Corporation; (h) such person’s completed written questionnaire with respect to the background and qualification of such individual and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is

being made (which form of questionnaire shall be promptly provided by the Secretary to the requesting shareholder upon written request) and (i) all other information relating to such person that would be required to be disclosed in connection

with a solicitation of proxies for the election of such person as a director, or would be otherwise required to be disclosed in connection with such solicitation, in each case pursuant to Regulation 14A under the Exchange Act (including without

limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and

(ii) as to the shareholder giving the notice and the beneficial owner, if

any, on whose behalf the nomination is made: (a) the name and address, as they appear on the Corporation’s books, of such shareholder, and the name and address of such beneficial owner, if any, and any other shareholders known by such

shareholder to be supporting such nominee(s); (b) the class or series and number of shares of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person; (c) the name of each nominee

holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder;

(d) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such

person, with respect to stock of the Corporation; (e) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the

Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person,

or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (f) a

representation that the shareholder giving notice intends to appear in person or by proxy at the annual meeting or special meeting to nominate the persons named in its notice; (g) a description of all agreements, arrangements and understandings

between such person or any affiliate or associate of such person, and any other person or persons (including their names) in connection with the nomination by such shareholder; and (h) all other information that would be required to be

disclosed by such person as a participant in a solicitation of proxies for the election of directors in a contested election, or would be otherwise required to be disclosed in connection with such solicitation, in each case pursuant to Regulation

14A under the Exchange Act.

The foregoing information shall be supplemented by such shareholder and beneficial owner, if

any, not later than ten (10) days after the record date for the meeting to disclose all such information as of the record date.

No person shall be eligible to be elected as a director of the Corporation unless nominated in accordance with the procedures

set forth in subsections (c) and (d). Each of the Board, the chairman of the Board or the presiding officer of the meeting shall have the power to determine whether a nomination was properly made or proposed in accordance with these By-laws. The chairman of the Board or the individual designated as presiding officer of the meeting shall, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed

by these By-laws, and, if the chairman of the Board or the presiding officer should so determine, the chairman of the Board or the presiding officer shall so declare to the meeting and the defective nomination

shall be disregarded.

(e) At the request of the Corporation each proposed nominee must submit to the secretary such other information as

the Corporation may reasonably require, including such information as may be necessary or appropriate in determining the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a

reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.

Section 3.04

Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board or to the secretary of the Corporation. Any such resignation shall take effect immediately upon its receipt unless the notice specifies

such resignation to be effective at some other time or upon the happening of some other event (which event may include the acceptance of such resignation by the Board, such as in the case of resignations tendered in connection with the Board’s

implementation of majority voting of directors), and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.05 Chairman of the Board Emeritus. The Board may from time to time

designate a person as Chairman of the Board Emeritus in recognition of such person’s long and faithful service to the Corporation and its Board. The Chairman of the Board Emeritus shall be an honorary member of the Board and shall serve at the

pleasure of the Board.

Section 3.06 Advisory Directors.

(a) The chairman of the Board may from time to time designate persons as advisory directors (“Advisory Directors”) who

shall be available to advise and consult with the chairman of the Board and the Board and shall serve in such capacity at the pleasure of the chairman of the Board. Any person so designated as an Advisory Director may be invited to attend any

meeting of the Board or any meeting of a committee of the Board by the chairman of the Board without further action of the Board. Advisory Directors shall not be counted for purposes of the limits set out in Section 3.02.

(b) The compensation to be received by Advisory Directors shall be established from time to time by the Board.

(c) The business of the Corporation shall remain solely under the direction of the Board and any person designated as an Advisory Director

shall be a non-voting member, and shall not by virtue of his or her designation as an Advisory Director or by virtue of providing advice or consultation to the Corporation be deemed to have undertaken any duty

to the Corporation or its shareholders.

(d) Any person designated as an Advisory Director by the Board shall not have any liability to

the Corporation and its shareholders. If, notwithstanding the foregoing, a claim should ever be asserted against any such Advisory Director by or on behalf of the Corporation or any shareholders or otherwise, the Advisory Director shall be entitled

to the protection of Article VIII of these By-laws, and to the protection of any other indemnification or limitation of liability provisions that may exist from time to time with respect to members of the

Board, either in the Certificate of Incorporation, By-laws, minutes, agreements or other documents of the Corporation or applicable law.

(e) The chairman of the Board or the Board may terminate the status of a person as an Advisory Director at any time without any liability or

obligation to such person except that any indemnification provided to such person at the time of such termination shall continue for the benefit of such person.

(f) The Corporation may enter into a contract with any person who is designated as an Advisory Director with such terms and condition as may

be approved by the chairman of the Board.

Section 3.07 Vacancies and Removal.

(a) Subject to the terms of any one or more classes or series of Preferred Stock, any vacancy on the Board resulting from any increase in the

authorized number of directors or any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by the affirmative vote of a majority of the directors then in office,

though less than a quorum, or by the sole remaining director, or by the shareholders at their next annual meeting, or at any special meeting of shareholders called for that purpose. Each director so chosen shall hold office until the next annual

meeting of shareholders after the date such person is so chosen, or until such person’s earlier death, resignation, retirement, or removal. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent

director.

(b) Any director or the entire Board may be removed from office at any time, with or

without cause, by the affirmative vote of the holders of a majority of the shares then entitled to vote for the election of directors.

Section 3.08 Place of Meeting, etc. The Board may hold any of its meetings at such place or places within or without the State of

Oklahoma as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting. Directors may participate in any regular or special meeting of the Board or any meeting of a committee

designated by the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in such meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 3.09 First Meeting. The Board shall meet as soon as practicable after each annual election of directors and notice of

such first meeting shall not be required.

Section 3.10 Regular Meetings. Regular meetings of the Board may be held at such

times as the Board shall from time to time by resolution determine. If any day fixed for a meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next

succeeding business day not a legal holiday. Except as provided by law, notice of regular meetings need not be given.

Section 3.11

Special Meetings.

(a) Special meetings of the Board and any meeting of any committee designated by the Board may be called at any

time by the chairman of the Board, the chief executive officer or the president of the Corporation, or by such number of directors as would constitute a quorum of the Board, to be held at the Principal Office, or at such other place or places,

within or without the State of Oklahoma, as the person or persons calling the meeting may designate. In addition, the Chair of the Corporate Governance Committee (also known as the Lead Independent Director) may call special meetings of the

independent directors (as independence is determined from time to time by the Board in accordance with the listing standards of the New York Stock Exchange) to be held at the principal office or at such other place or places within or without the

State of Oklahoma as the Chair of the Corporate Governance Committee may designate. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting contemplated by this Section 3.11(a). At any

meeting at which all directors shall be present, even though without any notice, any business may be transacted.

(b) Notice of all

special meetings of the Board and any special meeting of any committee designated by the Board or of the independent directors shall be given by the secretary or by the person or persons calling the meeting to each director (or, in the case of a

committee, to each member of such committee) by mailing a copy thereof at least four (4) days before the meeting or by two (2) days service of the same by facsimile, electronic mail, telegram, cable, or wireless, or personally. If the

chairman of the Board, the chief executive officer or the president of the Corporation, or three of the directors determine that a special meeting of the Board or committee on shorter notice is necessary, then notice may be given by telephone,

telegram, electronic mail or facsimile not less than four (4) hours in advance of the time when the meeting shall be held. Such notice may be waived by any director and any meeting shall be a validly convened meeting without notice having been

given if all the directors (or, in the case of a committee, all members of such committee) shall be present thereat or if those not present shall, either before or after the meeting, sign a written waiver of notice of, or a consent to, such meeting

or shall, after the meeting, sign the approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or be made a part of the minutes of the meeting.

Section 3.12 Quorum and Manner of Acting. Except as otherwise provided in the

Certificate of Incorporation, the By-laws, or by law, the presence of a majority of the entire Board and, with respect to any committee of the Board, a majority of the directors constituting such committee

shall be required to constitute a quorum for the transaction of business at any meeting of the Board or such committee, as applicable, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a

majority of the directors or committee members present. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be

given. The directors shall act only as a Board or as a duly authorized committee of the Board, and the individual directors shall have no power as such. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting,

except when the director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the basis that the meeting is not lawfully called or convened.

Section 3.13 Action by Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee

thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or such committee.

Section 3.14 Compensation. All salaries and compensation paid by the Corporation to its directors shall be fixed from time to time

by the Board at a regular meeting of the Board to be held as provided by these By-laws, and any payment of any kind or character to any director of the Corporation or any contract made with such director or

executive officer must be approved by a majority of the whole Board at a regular meeting of the Board, before such payment is made or contract executed.

Section 3.15 Committees.

(a) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one

or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all powers and authority of the Board in the management of the business and affairs of the

Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have any power or authority to:

(i) approve, adopt, or recommend to the shareholders any action or matter expressly required by the Corporation Act to be

submitted to shareholders for approval; or

(ii) adopt, amend, or repeal any bylaw of the Corporation.

Any such committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of

the Board.

(b) Except as may otherwise be ordered by the Board, the chairman of the Board shall appoint the members of all special or

other committees of the Board. The chairman of the Board shall be an ex-officio member of all standing committees, except the executive compensation committee, and shall be the chairman of any executive

committee of the Board.

thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at a meeting in the place of any such absent or disqualified member.

(d) Any director serving on a committee of the Board may be removed from such committee at any time by the Board.

Section 3.16 Officers of the Board. The chairman of the Board, or in the absence of the chairman of the Board, the chair of the

Board’s Corporate Governance Committee, as Lead Independent Director, shall preside at all meetings of the Board.

Section 3.17

Interested Directors.

(a) No director shall vote on a question in which such director is interested, except the election of the

chairman of the Board, a chief executive officer, a president, or other officer of the Corporation or members of any committee of the Board, but, in the absence of fraud, no contract or other transaction of the Corporation shall be affected or

invalidated in any way by the fact that any of the directors of the Corporation are in any way interested in or connected with any other party to such contract or transaction, or are themselves parties to such contract or transaction, provided, that

such interest or connection shall be fully disclosed or otherwise be known to the Board at the meeting of the Board at which such contract or transaction is authorized or confirmed, provided further, that the contract or transaction is fair as to

the Corporation at the time authorized or confirmed by the Board, and, provided further, that at the meeting of the Board at which such contract or transaction is to be authorized or confirmed, a quorum be present which may include common or

interested directors for purposes of determining the presence of a quorum, and the Board in good faith authorizes or confirms such contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the

disinterested directors may be less than a quorum. The mere ownership of stock in another corporation by a director shall not disqualify such director to vote in respect of any transaction between the Corporation and such other corporation,

provided, the other provisions of this Section 3.17 are complied with.

(b) No contract or other transaction between the Corporation

and any other entity shall be affected by the fact that any of the directors of the Corporation are interested in or are directors, officers, managers or similarly situated representatives of such other entity, if such contract or transaction be

made, authorized, or confirmed by the Board in the manner provided in the preceding paragraph, or by any committee of the Board having the requisite authority, by vote of a majority of the members of such committee not so interested; and any

director individually may be a party to or may be interested in any contract or transaction of the Corporation, provided, that such contract or transaction shall be approved or ratified by the Board or by any committee of the Board having the

requisite authority, in the manner herein set forth.

or of the Board for approval or ratification at any annual meeting of the shareholders, or at any special meeting of shareholders, the notice of which shall state that it is called for the purpose, or in part for the purpose, of considering any such

act or contract, and any such contract or act that shall be approved or be ratified by the vote of the holders of a majority in voting interest of the shares of stock of the Corporation entitled to vote thereat, shall be as valid and as binding upon

the Corporation and upon all the shareholders as though it had been approved and ratified by every shareholder of the Corporation.

(d) Any director of the Corporation may vote upon any contract or other transaction between

the Corporation and any subsidiary entity notwithstanding the fact that such person is also a director, officer, manager or similarly situated representative of such subsidiary entity.

(e) No contract or agreement between the Corporation and (i) any other corporation or party which owns a majority of the capital stock

of the Corporation or (ii) any subsidiary of any such other corporation or party, shall be made or entered into without the affirmative vote of a majority of the whole Board at a regular meeting of the Board.

(f) Notwithstanding anything to the contrary in the foregoing paragraphs of this Section 3.17, in the case of contracts, transactions,

and acts of the Corporation, of the Board, or of committees thereof that require shareholder and/or director approval under any provision of the Certificate of Incorporation or of law by a higher proportion of the voting power of the outstanding

voting stock than a majority of a quorum of the shareholders or approval by the Independent Directors (as defined and required by the Certificate of Incorporation), ratification by the shareholders and/or approval by the Independent Directors of

such contracts, transactions, and acts shall require the affirmative vote of such higher proportion of such voting power and/or approval by the Independent Directors, and any contract, transaction, act, or agreement referred to in the foregoing

paragraphs shall be subject to any such applicable provisions of the Certificate of Incorporation or of law.

Section 3.18

Inclusion of Shareholder Nominations in the Corporation’s Proxy Statement.

(a) Subject to the terms and conditions set

forth in these By-laws, including the provisions of Section 3.03, if the Corporation receives a timely director nomination notice that satisfies the requirements of Section 3.03 in connection with an

annual meeting of shareholders delivered by one or more shareholders who, at the time the request is delivered and through the date of such annual meeting of shareholders, satisfy the ownership and other requirements of Section 3.03 and this

Section 3.18 (such shareholder or shareholders, the “Eligible Shareholder”), and who at the time of providing the notice required by Section 3.03 also provides a notice (a “Proxy Access Notice”)

expressly electing to have its nominee(s) in its notice pursuant to Section 3.03 (each such nominee, a “Shareholder Nominee”) included in the Corporation’s proxy statement pursuant to this Section 3.18 with respect

to such annual meeting of shareholders, the Corporation shall include in its proxy statement for such annual meeting of shareholders:

(i) the name of such qualifying Shareholder Nominee(s) identified in such timely notice;

(ii) the information concerning the Shareholder Nominee and the Eligible Shareholder that, as determined by the Corporation, is

required to be disclosed in a proxy statement filed by the Corporation pursuant to the proxy rules of the United States Securities and Exchange Commission (“SEC”) or other applicable law; and

(iii) if the Eligible Shareholder so elects, a Statement (as defined below).

For the avoidance of doubt, and any other provision of these By-laws notwithstanding, (i) the

Corporation may in its sole discretion solicit against, and include in the proxy statement and any other proxy materials its own statements or other information relating to, any Eligible Shareholder and/or Shareholder Nominee, including any

information provided to the Corporation with respect to the foregoing and (ii) the Corporation shall not be required to include a Shareholder Nominee in its proxy statement or other proxy materials for an annual meeting (nor allow any such

nomination to be made or vote on such nominee to be taken) if a compliant Proxy Access Notice has not been timely received or if the requirements of these By-laws, including this Section 3.18, have not

been met.

(b) To be timely, a Proxy Access Notice must be received at the Principal Office of the

Corporation not less than one hundred twenty (120) calendar days, and not more than one hundred fifty (150) calendar days, before the first anniversary of the date that the Corporation’s proxy statement was released to shareholders

in connection with the previous year’s annual meeting. In no event shall the adjournment or postponement of an annual meeting, or the public announcement of such an adjournment or postponement, commence a new time period for the giving of a

Proxy Access Notice pursuant to this Section 3.18.

of qualifying Shareholder Nominee(s) included in the Corporation’s proxy statement pursuant to this Section 3.18.

(d) The

maximum number of Shareholder Nominees appearing in the Corporation’s proxy statement with respect to an annual meeting of shareholders shall not exceed the Permitted Number. For purposes hereof, the “Permitted Number” shall

be equal to the greater of (i) two and (ii) the closest whole number that does not exceed 20% of the number of directors in office as of the last day on which a Proxy Access Notice may be delivered pursuant to and in accordance with this

Section 3.18 with respect to the applicable annual meeting of shareholders (such date, the “Final Proxy Access Nomination Date” and such number, the “Permitted Number”); provided, however, that the

Permitted Number shall be reduced, but not below zero, by (i) the number of Shareholder Nominees that were submitted by Eligible Shareholder(s) for inclusion in the Corporation’s proxy statement with respect to the applicable annual

meeting of shareholders pursuant to this Section 3.18 but either are subsequently withdrawn or that the Board decides to nominate as nominees of the Board or otherwise appoint to the Board, (ii) the number of directors in office or

director candidates who previously were Shareholder Nominees at either of the two prior annual meetings of shareholders (including any Shareholder Nominees the Board decided to nominate or appoint as contemplated by clause (i) above) and whom

the Board of Directors determines to nominate for election or re-election as a director in connection with such annual meeting of shareholders and (iii) the number of directors in office or director

candidates that in either case will be included in the Corporation’s proxy statement with respect to such annual meeting as an unopposed (by the Corporation) nominee pursuant to an agreement, arrangement or other understanding with a

shareholder or group of shareholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of stock, by such shareholder or group of shareholders, from the Corporation), other than any such

director referred to in this clause (iii) who was elected, as a nominee of the Board, at both of the two annual meetings of shareholders immediately preceding the applicable annual meeting, but only to the extent the Permitted Number will not

be less than one after giving effect to the reduction set forth in this clause (iii);

In the event that one or more vacancies for any reason occurs on

the Board at any time after the Final Proxy Access Nomination Date and before the date of the applicable annual meeting of shareholders and the Board resolves to reduce the size of the Board in connection therewith, the Permitted Number shall be

calculated based on the number of directors in office as so reduced.

Any Eligible Shareholder submitting more than one Shareholder Nominee for inclusion

in the Corporation’s proxy statement pursuant to this Section 3.18 shall (i) rank such Shareholder Nominees based on the order that the Eligible Shareholder desires such Shareholder Nominees to be selected for inclusion in the

Corporation’s proxy statement in the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Section 3.18 exceeds the Permitted Number and (ii) explicitly specify and

include the respective rankings referred to in the foregoing clause (i) in the Proxy Access Notice delivered to the Corporation with respect to all Shareholder Nominee(s) submitted pursuant

thereto. In the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this Section 3.18 exceeds the Permitted Number, an Eligible Shareholder will have its highest ranking Shareholder Nominee (as ranked

pursuant to the preceding sentence) who meets the requirements of this Section 3.18 selected for inclusion in the Corporation’s proxy statement until the Permitted Number is reached, going in order of the amount (largest to smallest) of

shares of the Corporation’s outstanding stock entitled to vote generally for the election of directors each Eligible Shareholder disclosed as owned in its Proxy Access Notice submitted to the Corporation (with the understanding that an

Eligible Shareholder may not ultimately have any of its Shareholder Nominees included if the Permitted Number has previously been reached). If the Permitted Number is not reached after each Eligible Shareholder has had one (1) Shareholder

Nominee selected, this selection process will continue as many times as necessary, following the same order each time, until the Permitted Number is reached.

If, after the Final Proxy Access Nomination Date, an Eligible Shareholder becomes ineligible or withdraws its nomination or a Shareholder Nominee becomes

ineligible or unwilling to serve on the Board, whether before or after the filing of a definitive proxy statement, then the nomination shall be disregarded and no vote on such Shareholder Nominee will occur, notwithstanding that proxies in respect

of such vote may have been received by the Corporation, and the Corporation (i) shall not be required to include in its proxy statement or on any ballot or form of proxy the disregarded Shareholder Nominee or any successor or replacement

nominee proposed by the Eligible Shareholder or by any other Eligible Shareholder and (ii) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy,

that the Shareholder Nominee will not be included as a director nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.

(e) In order to qualify to have a Shareholder Nominee included in the Corporation’s proxy statement with respect to an annual meeting

of shareholders pursuant to this Section 3.18, an Eligible Shareholder must have owned (as defined below) 3% or more of the Corporation’s outstanding stock entitled to vote generally for the election of directors (the “Required

Shares”) continuously for at least three years (the “Minimum Holding Period”) as of both the date the Proxy Access Notice is received at the Principal Office of the Corporation in accordance with this Section 3.18

and the record date for determining shareholders entitled to vote at the meeting and must continue to own the Required Shares through the meeting date. For purposes of satisfying the 3% ownership requirement under this Section 3.18, (i) the

shares of stock continuously owned for at least the Minimum Holding Period individually by one or more shareholders may be aggregated, provided that the aggregate number of shareholders, and, if and to the extent that a shareholder is acting on

behalf of one or more beneficial owners, of such beneficial owners, whose ownership of shares is aggregated for such purpose shall not exceed twenty (20), and (ii) two or more investment funds that are (x) under common management and

investment control, (y) under common management and funded primarily by a single employer or (z) a “group of investment companies” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940

(each of the foregoing, a “Qualifying Fund”) shall be treated as one shareholder for the purpose of determining the aggregate number of shareholders in this paragraph (e), provided that each fund included within a Qualifying Fund

otherwise meets the requirements set forth in this Section 3.18. A record holder acting on behalf of one or more beneficial owners will not be counted separately as a shareholder with respect to the shares owned by beneficial owners on whose

behalf such record holder has been directed in writing to act, but each such beneficial owner will be counted separately, subject to the other provisions of this paragraph (e), for purposes of determining the number of shareholders whose holdings

may be considered as part of an Eligible Shareholder’s holdings. For the avoidance of doubt, Required Shares will qualify as such if and only if the beneficial owner of such shares as of the date of the Proxy Access Notice has itself

individually beneficially owned such shares continuously for the three-year (3 year) period ending on that date and through the other applicable dates referred to above (in addition to the other applicable requirements being met).

For purposes of this Section 3.18, the term “Constituent Holder” shall mean any

shareholder, investment fund included within a Qualifying Fund or beneficial holder whose stock ownership is counted for the purpose of qualifying as holding the Required Shares or qualifying as an Eligible Shareholder hereunder, including any

shareholder whose ownership is aggregated to collectively constitute an Eligible Shareholder or satisfy the requirements of Section 3.03(c) and 3.18 hereof.

(f) To be in proper form for purposes of this Section 3.18, an Eligible Shareholder (including each Constituent Holder) and its

Shareholder Nominees must provide the following information in writing to the Secretary of the Corporation, within the time period specified in Section 3.18(b) for providing a Proxy Access Notice:

(i) with respect to each Constituent Holder, the name and address of such person and the number of shares owned by such person;

(ii) one or more written statements from the record holder of the Required Shares (and evidence from each intermediary

through which the Required Shares are or have been held during the requisite three-year holding period in a form that the Board or its designee, acting in good faith, determines would be deemed acceptable for purposes of a shareholder proposal under

Rule 14a-8(b)(2) under the Exchange Act, as may be amended) verifying that, as of a date within seven calendar days prior to the date the Proxy Access Notice is received by the Principal Office of the

Corporation, the Eligible Shareholder (and each Constituent Holder) owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Shareholder’s agreement to provide, within five business days after the

record date for the meeting, one or more written statements from the record holder and evidence from the intermediaries verifying the Eligible Shareholder’s continuous ownership of the Required Shares through the record date and to provide

immediate notice if the Eligible Shareholder (or any Constituent Holder) ceases to own any of the Required Shares prior to the date of the applicable annual meeting of shareholders;

(iii) the written consent of each Shareholder Nominee to be named in the Corporation’s proxy statement and proxy card as

a nominee and to serve as a director if elected and the written agreement from each Shareholder Nominee that he or she has not agreed and will not agree to be so named in any other person’s proxy statement or proxy card;

(iv) a copy of the Schedule 14N that has been or will be filed by the Eligible Shareholder with the SEC pursuant to Rule 14a-18 under the Exchange Act, as may be amended;

(v) a representation that the Eligible

Shareholder (including each Constituent Holder) (A) intends to and will continue to hold the Required Shares through the date of the annual meeting, (B) acquired the Required Shares in the ordinary course of business and not with any

intent to change or influence control at the Corporation, and does not presently have such intent, (C) has not nominated and will not nominate for election to the Board at the annual meeting any person other than the Shareholder Nominee(s)

being nominated pursuant to this Section 3.18, (D) has not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation” within the

meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Shareholder

Nominee(s) or a nominee of the Board of Directors, (E) has not distributed and will not distribute to any shareholder of the Corporation any form of proxy for the annual meeting other than the form distributed by the Corporation, (F) has

complied and will comply with all applicable laws, rules, regulations and listing standards, including with respect to those applicable to director nomination(s), status as a shareholder of the Corporation and any solicitations or use of soliciting

material in connection with the annual meeting (collectively, “Applicable Laws”), (G) has provided and will provide facts, statements and other information in all communications with the Corporation and its shareholders that are

or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the information and statements made, in light of the circumstances under which they were or will be made or

provided, not misleading, and (H) all such Eligible Shareholders have authorized and designated one of those Eligible Shareholders to act on behalf of all such Eligible Shareholders with respect to matters relating to the nomination or

disclosure or other matters related thereto, including withdrawal of the nomination (and have provided the Corporation with a copy of such binding authorization);

(vi) a written agreement or undertaking, in a form deemed satisfactory by the Board or its designee, acting in good faith,

pursuant to which each Eligible Shareholder (including all Constituent Holders) agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholder’s communications with the

Corporation’s shareholders, its affiliates and associates or their respective agents and representatives, either before or after providing a Proxy Access Notice pursuant to this Section 3.18, or out of the facts, statements or other

information that the Eligible Shareholder or its Shareholder Nominee(s) provided to the Corporation in connection with the nomination or its efforts to elect its Shareholder Nominee(s); (B) indemnify and hold harmless the Corporation and each of its

directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its

directors, officers or employees arising out of the communications or information referred to in the foregoing clause (A) or any nomination submitted by the Eligible Shareholder pursuant to this Section 3.18; (C) file with the SEC all

solicitations of or other communications to the Corporation’s shareholders; (D) comply with all Applicable Laws; and (E) promptly provide to the Corporation such other information as the Corporation may reasonably request;

(vii) the information required to be provided in a shareholder’s notice pursuant to Section 3.03(d)(i) as to the

Eligible Shareholder and each Constituent Holder thereof and the information required to be provided in a shareholder’s notice pursuant to Section 3.03(d) as to each of the Shareholder Nominees, including without limitation the written

and executed representation and agreement contemplated by 3.03(d)(i)(g) and the completed and signed questionnaire contemplated by 3.03(d)(i)(h);

(viii) a written representation and agreement from each Shareholder Nominee that such Shareholder Nominee will make such other

acknowledgments, enter into such agreements and provide such information as the Board requires of other directors or director nominees, including promptly submitting all completed and signed questionnaires required of the Corporation’s

directors;

(ix) such additional information as the Corporation determines may be

necessary to permit the Corporation or its designee to assess whether any of the items referred to in paragraphs (k) or (l) below apply or if such Shareholder Nominee has any direct or indirect relationship with the Corporation other than those

relationships that have been deemed categorically immaterial pursuant to the standards used by the Corporation for determining director independence; and

(x) a description of all direct and indirect compensation and other monetary agreements, arrangements and understandings during

the past three (3) years, and any other material relationships, between or among the Eligible Shareholder (and Constituent Holders thereof) or its or their affiliates and associates, or others acting in concert therewith, on the one hand, and

each of such Eligible Shareholder’s Shareholder Nominee(s), and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including without limitation all information that would be required to

be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Eligible Shareholder (including any Constituent Holder), or any affiliate or associate thereof or person acting in concert therewith,

were the “registrant” for purposes of such rule and the Shareholder Nominee were a director or executive officer of such registrant.

(g) For purposes of this Section 3.18, an Eligible Shareholder (including any Constituent Holder) shall be deemed to “own”

only those outstanding shares of the Corporation’s stock as to which the shareholder itself (or such Constituent Holder itself) possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full

economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by such shareholder or

Constituent Holder (or any of either’s affiliates) in any transaction that has not been settled or closed, (y) borrowed by such shareholder or Constituent Holder (or any of either’s affiliates) for any purposes or purchased by any

such person pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar instrument or agreement entered into by such shareholder or Constituent Holder (or any

of either’s affiliates), whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s stock, if, in any such case, such instrument or

agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, any such person’s full right to vote or direct the voting of any such shares, and/or (2) hedging,

offsetting or altering to any degree any gain or loss arising from the full economic ownership of such shares by any such person. A shareholder (including any Constituent Holder) shall be deemed to “own” shares held in the name of a

nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and possesses the full economic interest in the

shares. A person’s voting rights with respect to otherwise “owned” shares shall be deemed to continue during any period in which (i) the person has loaned such shares in the ordinary course of business while retaining the

power to recall such loaned shares on no more than five business days’ notice; or (ii) the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by

the person. Whether outstanding shares of the Corporation’s stock are “owned” for these purposes shall be determined by the Board or any committee thereof, which determination shall be conclusive and binding on the Corporation and

its shareholders. For purposes of this Section 3.18, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto in the regulations promulgated under the Exchange Act.

(h) In addition to the information required pursuant to Section 3.18(f) or any other

provision of these By-laws, the Corporation also may require each Shareholder Nominee to furnish promptly any other information (i) that may reasonably be requested by the Corporation to determine whether

the Shareholder Nominee would be independent under the rules and listing standards of the principal United States securities exchanges upon which the stock of the Corporation is listed or traded, any applicable rules of the SEC or any publicly

disclosed standards used by the Board in determining and disclosing the independence of the Corporation’s directors (collectively, the “Independence Standards”), (ii) that could be material to a reasonable

shareholder’s understanding of the independence, or lack thereof, of such Shareholder Nominee or (iii) that may reasonably be required to determine the eligibility and qualifications of such Shareholder Nominee to serve as a director of

the Corporation.

(i) The Eligible Shareholder may, at its option, provide to the Secretary of the Corporation, within the time period

specified in Section 3.18(b) for providing the Proxy Access Notice, a written statement for inclusion in the Corporation’s proxy statement for the meeting, not to exceed 500 words, in support of the candidacy of each of the Eligible

Shareholder’s Shareholder Nominees (the “Statement”). Notwithstanding anything to the contrary contained in this Section 3.18, the Corporation may omit from its proxy statement and any other proxy materials any

information or Statement (or portion thereof) that it believes in good faith would violate any applicable law, rule, regulation or listing standard, contains information that is not true and correct in all material respects or omits a material fact

necessary to make such information, in light of the circumstances under which it was made, not misleading or directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning

improper, illegal or immoral conduct or associations, without factual foundation, with respect to any person.

(j) In the event that any

information or communications provided by an Eligible Shareholder (or any Constituent Holder) or a Shareholder Nominee to the Corporation or its shareholders ceases to be true and correct in all material respects or omits a material fact necessary

to make such information, in light of the circumstances under which it was made or provided, not misleading, such Eligible Shareholder or Shareholder Nominee, as the case may be, shall promptly notify the Secretary of the Corporation of any defect

in such previously provided information and of the information that is required to correct any such defect. it being understood for the avoidance of doubt that providing any such notification shall not be deemed to cure any such defect or limit the

remedies (including without limitation under these By-laws) available to the Corporation relating to any such defect. In addition, any person providing any information pursuant to this Section 3.18 shall

further update and supplement such information, if necessary, so that all such information shall be true and correct as of the record date for determining the shareholders entitled to receive notice of the annual meeting and as of the date that is

ten business days prior to such annual meeting or any adjournment or postponement thereof, and such update and supplement (or a written certification that no such updates or supplements are necessary and that the information previously provided

remains true and correct as of the applicable date) shall be delivered to or be mailed and received by the Secretary at the Principal Office of the Corporation not later than five business days after the record date for determining shareholders

entitled to receive notice of such annual meeting (in the case of the update and supplement required to be made as of the record date), and not later than seven business days prior to the date of the annual meeting or any adjournment or postponement

thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting). For the avoidance of doubt, the requirement to update and supplement such information shall not permit any Eligible Shareholder or

other person to change or add any proposed Shareholder Nominee or be deemed to cure any defects or limit the remedies (including without limitation under these By-laws) available to the Corporation relating to

any defect.

(k) The Corporation shall not be required to include, pursuant to this Section 3.18, a Shareholder Nominee in its proxy

statement, ballot or form of proxy (i) for any meeting of shareholders for which the Secretary receives a notice that the Eligible Shareholder or any other shareholder has nominated or intends to nominate a Shareholder Nominee for election to

the Board pursuant to the requirements of Section 3.03 and does not expressly elect at the time of providing such notice to have its

nominee included in the Corporation’s proxy statement pursuant to this Section 3.18, (ii) who does not qualify as an independent director of the Corporation under the Independence

Standards or applicable laws or regulations, or any publicly-disclosed corporate governance guideline or committee charter of the Corporation, as determined by the Board, (iii) whose election as a member of the Board would cause the Corporation

to be in violation of these By-laws, the Corporation’s Certificate of Incorporation, the listing standards of the principal United States securities exchanges upon which the stock of the Corporation is

listed or traded, or any applicable state or federal law, rule or regulation, (iv) who does not qualify as a “non-employee director” for purposes of Rule

16b-3 under the Exchange Act, (v) who does not qualify as an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, (vi) who is or has

been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (vii) who is an officer, director or employee of the Eligible Shareholder; (viii) who is or has been

subject to any event specified in Item 401(f) of Regulation S-K, including a person who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been

previously convicted in such a criminal proceeding, without reference to whether the event is material to an evaluation of the ability or integrity of the Shareholder Nominee (ix) who is subject to any order of the type specified in Rule 506(d)

of Regulation D promulgated under the Securities Act of 1933, as amended, (x) if such Shareholder Nominee or the applicable Eligible Shareholder (or any Constituent Holder thereof) who nominated such Shareholder Nominee shall have provided any

facts, statements or other information to the Corporation or its shareholders in respect to such nomination required or requested pursuant to this Section 3.18 that was untrue and not correct in any material respect or omitted to state a

material fact necessary in order to make the information or statement made, in light of the circumstances under which they were made or provided, not misleading, as determined by the Board or any committee thereof, or (xi) if the Eligible

Shareholder (or any Constituent Holder thereof) or applicable Shareholder Nominee breaches, fails to comply with or contravenes any of the agreements, undertakings or representations made by such Eligible Shareholder or Shareholder Nominee or its

obligations pursuant to this Section 3.18 or ceases to be an Eligible Shareholder or qualifying Shareholder Nominee for any reason, including but not limited to such Eligible Shareholder not owning the Required Shares through the date of the

applicable annual meeting.

(l) Notwithstanding anything to the contrary set forth herein, the Board or any committee thereof or the

presiding officer of the meeting shall have the right to declare a nomination by an Eligible Shareholder to be invalid, and such nomination shall be disregarded and no vote on such Shareholder Nominee will occur, notwithstanding that proxies in

respect of such vote may have been received by the Corporation, if (i) the Corporation would not have been required to include the Shareholder Nominee in the Corporation’s proxy statement pursuant to this Section 3.18, including

under the circumstances contemplated by Section 3.18(k) above, (ii) the Shareholder Nominee(s) and/or the applicable Eligible Shareholder (or any Constituent Holder thereof) shall have breached, failed to comply with or contravened any of

its or their obligations, agreements, undertakings or representations under this Section 3.18, as determined by the Board, any committee thereof or the person presiding at the meeting, or (iii) the Eligible Shareholder does not appear at

the meeting to present any nomination pursuant to this Section 3.18. In the event that a nomination is disregarded in accordance with this Section 3.18(l), the Corporation (x) may omit or, to the extent feasible, remove the

information concerning such Shareholder Nominee and the related Statement from its proxy statement or other proxy materials and/or otherwise communicate to its shareholders that such Shareholder Nominee will not be eligible for election at the

annual meeting, and (y) shall not be required to include in its proxy statement or any other proxy materials any successor or replacement nominee proposed by the applicable Eligible Shareholder or any other Eligible Shareholder.

(m) Whenever the Eligible Shareholder consists of a group of shareholders, (i) each

provision in this Section 3.18 that requires the Eligible Shareholder to provide any written statements, representations, undertakings, agreements or other instruments or to meet any other conditions shall be deemed to require each shareholder

that is a member of such group to provide such statements, representations, undertakings, agreements or other instruments and to meet such other conditions (except that the members of such group may aggregate shareholdings they have individually and

continuously held for three years in order to meet the 3% ownership requirement of the “Required Shares” definition to the extent provided in Section 3.18(e) above); (ii) no shares may be attributed to more than one group

constituting an Eligible Shareholder under this Section 3.18, and no shareholder may be a member of more than one group constituting an Eligible Shareholder; (iii) a breach of any obligation, agreement or representation under this

Section 3.18 by any member of such group shall be deemed a breach by the Eligible Shareholder; (iv) the Proxy Access Notice must designate one member of the group for purposes of receiving communications, notices and inquiries from the

Corporation and otherwise authorize such member to act on behalf of all members of the group with respect to all matters relating to the nomination under this Section 3.18 (including withdrawal of nomination). Whenever the Eligible Shareholder

consists of a group of shareholders aggregating their shareholdings in order to meet the 3% ownership requirement of the “Required Shares” definition, (x) such ownership shall be determined by aggregating the lowest number of shares

continuously owned (as defined in this Section 3.18(d) hereof) by each such shareholder during the Minimum Holding Period and (y) the Proxy Access Notice must indicate, for each such shareholder, such lowest number of shares continuously

owned by such shareholder during the Minimum Holding Period. If any person appears as a member of more than one group of Eligible Shareholders, such person shall be deemed to be a member of the group of Eligible Shareholders that has the largest

ownership of shares as determined pursuant to this Section 3.18.

(n) This Section 3.18 provides the exclusive method for a

shareholder to require that the Corporation include a shareholder’s nominees for election to the Board in the Corporation’s proxy statement.

ARTICLE IV

OFFICERS

Section 4.01 Officers. The officers of the Corporation shall be a chairman of the Board, a chief executive officer, one or more

presidents, a chief financial officer, a chief accounting officer, a secretary, a treasurer, and such vice presidents, including one or more executive vice presidents and senior vice presidents, and such other officers as may be elected by the Board

or as may be appointed by the chief executive officer from time to time as authorized by these By-laws. The Board shall elect the chairman of the Board, the chief executive officer (which office shall be

elected in accordance with Section 4.03 of these By-laws), one or more presidents, a chief financial officer, a chief accounting officer, a secretary and a treasurer (collectively, the “Mandatory

Officers”). The Board may also elect one or more executive vice presidents and one or more senior vice presidents (collectively, and together with the Mandatory Officers, the “Senior Officers”) as the Board may determine

from time to time. The Board may also elect such other officers as the Board may determine from time to time. The chief executive officer may appoint one or more vice-presidents, assistant secretaries, assistant treasurers and such other officers as

he determines from time to time, other than Senior Officers. The chief executive officer shall provide the Board with a list of all officers appointed by the chief executive officer upon the request of any member of the Board at any time. Officers

elected by the Board shall have such powers and duties as are permitted or required by law and as may be specified by or in accordance with resolutions of the Board. Officers appointed by the chief executive officer shall have such powers and duties

as are permitted or required by law and as may be specified by or in accordance with the appointment by the chief executive officer. In the absence of any contrary determination by the Board, the person designated as the chief executive officer,

shall, subject to the power and authority of the Board, have general supervision, direction, and control of the officers (except the chairman of the Board), employees, business, and affairs of the Corporation and shall have the right to remove any

officer of the Corporation. One person may hold two or more offices, except that the secretary may not also hold the office of president.

Section 4.02 Election and Term. Subject to the limitations set forth above, each

officer of the Corporation, other than the chief executive officer, shall either be elected by an affirmative vote of a majority of the directors or be appointed by the chief executive officer, and shall hold his or her respective office until such

person resigns, is removed or otherwise is disqualified to serve, or such person’s successor is elected or appointed, as applicable.

Section 4.03 Election and Term of Chief Executive Officer. The chief executive officer of the Corporation shall be elected by the

affirmative vote of at least a majority of the Board and shall hold such designation until such person resigns, is removed, otherwise is disqualified to serve, or such person’s successor is elected, in accordance with this Section 4.03.

Section 4.04 Removal and Resignation.

(a) Except where otherwise expressly provided in a written contract duly authorized by the Board, any officer may be removed, either with or

without cause, (i) by a majority of the directors in office at the time, at any regular or special meeting of the Board, or (ii), except in case of an officer chosen by the Board, by the chief executive officer.

(b) Subject to the terms of a written contract duly authorized by the Board, any officer may resign at any time by giving written notice to

the Board, the chairman of the Board, the chief executive officer, the president or the secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and,

unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05

Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in these By-laws for the regular appointments to

such office.

Section 4.06 Voting Stock in Other Corporations, and Interests in Partnerships, Limited Liability Companies and

other Entities. Unless otherwise ordered by the Board, the person designated as the chief executive officer, or in such officer’s absence, or with such officer’s consent, the next ranking officer of the Corporation, shall have full

power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote: (i) at any meeting of shareholders of any corporation in which the Corporation may hold stock,

(ii) at any meeting of partners of any partnerships (general or limited) in which the Corporation may hold a partnership interest, (iii) at any meeting of members of a limited liability company in which the Corporation may hold a

membership or other capital interest, and (iv) at any meeting of any other entities in which the Corporation may hold an ownership interest and at any such meetings shall possess and may exercise, in person or by proxy, any and all rights,

powers, and privileges incident to the ownership of such stock, partnership, membership, capital, or other interest, or, in lieu of a meeting, to act or vote by written consent on behalf of the Corporation, without a meeting. The Board may, by

resolution from time to time, confer like powers upon any other person or persons.

Section 4.07 Compensation of Officers.

(a) All salaries and compensation paid by the Corporation to Senior Officers shall be fixed from time to time by the Board at a regular

meeting of the Board to be held as provided by these By-laws, and any payment of any kind or character to any Senior Officer of the Corporation or any contract made with such Senior Officer must be approved by

a majority of the whole Board of directors at a regular meeting of the Board, before such payment is made or contract executed.

(b) All salaries and compensation paid by the Corporation to officers appointed by the

chief executive officer shall be fixed from time to time by the chief executive officer, and any payment of any kind or character to any officer of the Corporation or any contract made with such officer must be approved by the chief executive

officer, before such payment is made or contract executed.

ARTICLE V

OPERATING DIVISIONS OF THE CORPORATION

Section 5.01 Division Boards. The Board may appoint individuals who may, but need not be, directors, officers, or employees of the

Corporation to serve as members of a division board of directors (the “Division Board”) of one or more divisions of the Corporation and may fix fees or compensation for attendance at meetings of any such Division Board. The

members of any such Division Board may adopt and from time to time may amend by-laws or other rules and regulations for the conduct of their affairs and shall keep minutes of their meetings. The term of office

of any member of a Division Board shall be at the pleasure of the Board and shall expire as provided for in the by-laws of the Division. The function of any such Division Board shall be to manage and control

the ordinary business and affairs of the applicable division(s) and to advise the Board with respect to the business and affairs of their respective division(s).

Section 5.02 Titles. The Division Board may, from time to time, confer on the employees of their division or discontinue, the

title of president, executive vice president, senior vice president, vice president, and any other titles deemed appropriate. The designation of any such official titles for employees assigned to the divisions of the Corporation shall not be

permitted to conflict in any way with any executive or administrative authority established from time to time by the Corporation. Any employee so designated as an officer of a division shall have authority, responsibilities, and duties with respect

to such employee’s division, corresponding to those normally vested in the comparable officer of the Corporation, subject to such limitations as may be imposed by the Board.

ARTICLE VI

CONTRACTS, CHECKS,

DRAFTS, BANK ACCOUNTS, ETC.

Section 6.01 Execution of Contracts.

(a) In addition to the general authority granted by law, the Board, except as otherwise provided in these

By-laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined

to specific instances; and unless so authorized by the Board or by these By- laws, no agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its

credit or to render it liable for any purpose or in any amount.

(b) In addition to the general authority granted by law, the chief

executive officer, except as otherwise provided in these By-laws, may authorize any officer or officers, agent or agents, appointed by the chief executive officer, to enter into any contract or execute any

instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the chief executive officer or by these By-laws, no

agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

Section 6.02 Checks, Drafts, etc. All checks, drafts, or other orders for

payment of money, notes, or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the

Board. Each such person shall give such bond, if any, as the Board may require.

Section 6.03 Deposits. All funds of the

Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or

assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board or by the chief executive officer. For the purpose of deposit and for the purpose of collection for the account of the

Corporation, the chairman of the Board, the chief executive officer, the president, or the treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time

be determined by the Board or the chief executive officer) may endorse, assign, and deliver checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation.

Section 6.04 General and Special Bank Accounts.

(a) The Board may from time to time authorize the opening and keeping of general and special bank accounts with such banks, trust companies,

or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The

Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-laws, as it may deem expedient.

(b) In addition to such bank accounts as may be authorized in the usual manner by resolution of the Board, the treasurer of the Corporation,

with the approval of the chief executive officer or any other officer designated by the chief executive officer, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as the treasurer or such other

designated officer may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the checks of the Corporation which may be signed jointly or singly by either the manual or facsimile signature or signatures of

such officer or officers of the Corporation as shall be specified in the written instructions of the treasurer of the Corporation with the approval of the chief executive officer or such other designated officer.

ARTICLE VII

SHARES AND THEIR

TRANSFER

Section 7.01 Certificates for Stock. Every owner of stock of the Corporation shall be entitled to have a

certificate or certificates, to be in such form as the Board shall prescribe, certifying the number and class of shares of the stock of the Corporation owned by such shareholder. The certificates representing shares of such stock shall be numbered

in the order in which they shall be issued and shall be signed in the name of the Corporation by the chairman of the Board, or the chief executive officer, or the president and by the secretary. Any or all of the signatures on the certificates may

be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon any such certificate shall thereafter have ceased to be such officer, transfer agent, or registrar before such

certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed such certificate, or whose facsimile signature shall

have been placed thereupon, were such officer, transfer agent, or registrar at the date of issue. A record shall be kept of the respective names of the persons, firms, or corporations owning the stock represented by such certificates, the number and

class of shares represented by such certificates, respectively, and the respective dates thereof, and in the case of cancellation the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall

be canceled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so canceled, except in cases provided for in Section 7.04 of these By-laws. Notwithstanding the above, the Board may provide by resolution or resolutions that some or all of any and all classes or series of stock of the Corporation may be uncertificated shares, provided, the shares

represented by a certificate shall not become uncertificated shares until such time as the certificate for such shares is surrendered to the Corporation and shall have been canceled and, provided further, that any holder of uncertificated shares who

makes written request to the Corporation shall be entitled to receive a certificate representing such holder’s shares of the stock in the Corporation.

Section 7.02 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the

Corporation by the registered holder thereof, or by the registered holder’s attorney thereunto authorized by power of attorney duly executed and filed with the stock transfer agent as provided in Section 7.03 of these By-laws, and, except for uncertificated shares, upon surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon. The person in whose name shares of stock

stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact shall be stated expressly in

the entry of transfer if, when the certificate or certificates shall be presented for transfer, both the transferor and the transferee request the Corporation to do so.

Section 7.03 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer, and registration of certificates for shares and uncertificated shares of the stock of the Corporation. The Board may appoint, or authorize any officer or officers to appoint,

one or more stock transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

Section 7.04 Lost, Stolen, Destroyed, and Mutilated Certificates. In any case of loss, theft, destruction, or mutilation of any

certificate of stock, another certificate may be issued in its place upon proof of such loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the secretary may direct;

provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the secretary, it is proper to do so.

ARTICLE VIII

INDEMNIFICATION

Section 8.01 Actions, Suits, or Proceedings Other Than by or in the Right of the Corporation. The Corporation shall

indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right

of the Corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation,

partnership, limited liability company, joint venture, trust, or other enterprise or as a member of any

committee or similar body, against expenses (including attorneys’ fees and expenses), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in

connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or

proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit, investigation or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,

shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or

proceeding, that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 8.02 Actions,

Suits, or Proceedings by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the

Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or

agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by the person in connection with the

defense or settlement of such action or suit if the person acted in good faith in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation except that no indemnification shall be made in respect of any

claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the

adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 8.03 Indemnity if Successful. Notwithstanding the other provisions of this Article VIII, to the extent that a present or

former director, officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02, or in defense of any claim, issue, or matter therein,

the person shall be indemnified against expenses (including attorneys’ fees and expenses) actually and reasonably incurred by such person in connection therewith.

Section 8.04 Determination of Right of Indemnification. Any indemnification under Sections 8.01 or 8.02 (unless ordered by a

court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee, or agent is proper in the circumstances because such person has met the

applicable standard of conduct set forth in Sections 8.01 and 8.02. Such determination shall be made (i) by the Board by a majority vote of the directors who were not parties to such action, suit, or proceeding, even though less than a quorum;

(ii) by a committee of directors designated by a majority vote of directors, even though less than a quorum; (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or

(iv) by the shareholders.

Section 8.05 Advance of Expenses. Expenses (including attorneys’ fees and expenses)

incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf

of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees and

expenses) incurred by former directors or officers or other employees and agents may be so paid under such terms and conditions, if any, as the Board may deem appropriate.

Section 8.06 Provisions of By-laws not

Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled

under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to such person’s official capacity and as to action in another capacity while holding such office, it

being the policy of the Corporation that indemnification of the persons specified in Sections 8.01 and 8.02 shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification

of any person who is not specified in Section 8.01 or Section 8.02 but whom the Corporation has the power or obligation to indemnify under the provisions of the Corporation Act, or otherwise.

Section 8.07 Insurance. Upon resolution passed by the Board, the Corporation may purchase and maintain insurance on behalf of any

person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint

venture, trust, or other enterprise or as a member of any committee or similar body, against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person’s status as such, whether or

not the Corporation would have the power to indemnify the person against such liability under the provisions of this Article VIII.

Section 8.08 Constituent Corporations. For the purposes of this Article VIII, references to “the Corporation” include,

in addition to the resulting corporation or other entity, any constituent corporation or entity (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power

and authority to indemnify its directors, officers, and employees, or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation or entity or is or was serving at the request of such constituent

corporation or entity as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, limited liability company or other enterprise or as a member of any committee or similar body shall stand in the same

position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its existence had continued.

Section 8.09 Certain Definitions.

(a) For purposes of this Article, references to “other enterprises” shall include, but are not limited to, employee benefit

plans; references to “fines” shall include, but are not limited to, any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include,

but are not limited to, any service as a director, officer, employee, or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its

participants, or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner

“not opposed to the best interests of the Corporation” as referred to in this Article VIII.

(b) For purposes of any

determination under Section 8.04, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or

proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such

person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports

made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another

enterprise. The provisions of this Section 8.09(b) shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.01 or

Section 8.02, as the case may be.

Section 8.10 Continuation of Rights Provided by this Article. The indemnification and

advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the

benefit of the heirs, executors, and administrators of such a person.

Section 8.11 Miscellaneous. In furtherance and not in

limitation of the foregoing provisions of this Article VIII, the Corporation shall indemnify the persons referred to hereinabove to the fullest extent permitted by the Corporation Act, as the same may be amended from time to time.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Seal. The Board shall provide a corporate seal, which shall be in the form of a circle and shall bear the

name of the Corporation and words and figures showing that the Corporation was incorporated in the State of Oklahoma and the year of incorporation.

Section 9.02 Waiver of Notices. Whenever notice is required to be given by these By-laws

or the Certificate of Incorporation, or by law, the person entitled to such notice may waive such notice in writing, either before or after the time stated therein, and such waiver shall be deemed equivalent to notice.

Section 9.03 Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December of each year.

Section 9.04 Inspection of Corporate Books and Records. The Board from time to time shall determine whether and to what extent and

at what times and places, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the shareholders, and no shareholder shall have any right to inspect any account, book,

or documents of the Corporation except as conferred by statute or as authorized by resolution of the Board.

Section 9.05

Amendments. These By-laws, or any of them, may be rescinded, altered, amended, or repealed, and new By-laws may be made, (i) by the Board, by vote of a

majority of the number of directors then in office as directors, acting at any meeting of the Board, or (ii) by the vote of the holders of not less than eighty percent (80%) of the total voting power of all outstanding shares of voting stock of

the Corporation, entitled to vote generally on the election of directors, at any annual meeting of shareholders, without previous notice, or at any special meeting of shareholders, provided that notice of such proposed amendment, modification,

repeal, or adoption is given in the notice of special meeting. Any by-laws made or altered by the shareholders may be altered or repealed by the Board or may be altered or repealed by the shareholders.

Adopted by the Board of Directors on September 10, 2026.

EX-3.4

Filename: d81803dex34.htm · Sequence: 5

EX-3.4

Exhibit 3.4

ARTICLES OF MERGER

ONEOK, INC.

(an Oklahoma corporation)

WITH AND INTO

FALCON

MERGER SUB, L.L.C.

(an Oklahoma limited liability company)

September 9, 2026

Pursuant to Title 18, Section 1081 of the Oklahoma General Corporation Act (the “OGCA”) and Title 18,

Section 2054 of the Oklahoma Limited Liability Company Act (the “Oklahoma LLC Act”), the undersigned hereby certifies as to the following information in connection with the Agreement and Plan of Merger (the

“Merger Agreement”), dated as of September 8, 2026, among ONEOK, Inc., an Oklahoma corporation (“OKE”), Falcon Merger Sub, L.L.C., an Oklahoma limited liability company

(“FMS”) and the other parties party thereto, pursuant to which OKE merged with an into FMS with FMS surviving the merger (the “Merger”):

FIRST: The name, jurisdiction of formation and type of entity of each of the constituent entities of the Merger are:

Name:

State of Formation:

Entity Type:

ONEOK, INC.

Oklahoma

Corporation

FALCON MERGER SUB, L.L.C.

Oklahoma

Limited Liability Company

SECOND: The Merger Agreement, which expressly provides for the Merger to be effected under Section 1081.G

of the OGCA and Section 2054 of the Oklahoma LLC Act and, as a result of the Merger and pursuant to the terms of the Merger Agreement, each share of OKE common and preferred stock will be converted to shares of Falcon TopCo, Inc., an Oklahoma

corporation, common and preferred stock, has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with Section 1081 of the OGCA and Section 2054 of the Oklahoma LLC Act.

THIRD: FMS shall be a surviving entity in the Merger (“Surviving LLC”), and the name of Surviving LLC shall be

ONEOK, L.L.C.

FOURTH: The articles of organization of FMS, as in effect immediately prior to the Merger, shall be amended and restated in

their entirety at the Effective Time (as defined below) to read as set forth on Exhibit A attached hereto, and, as so amended, shall be the amended and restated articles of organization of Surviving LLC until further amended in

accordance with its terms and the provisions of the Oklahoma LLC Act.

FIFTH: The effective time of the merger shall be 6 a.m. Central Time, on September 10,

2026 (the “Effective Time”).

SIXTH: The executed Merger Agreement is on file at the principal place of business

of Surviving LLC at the following address: ONEOK, L.L.C., 100 West Fifth Street, Tulsa, Oklahoma 74103.

SEVENTH: A copy of the Merger

Agreement will be furnished by Surviving LLC on request, without cost, to any stockholder, member or partner, as applicable, of the constituent entities.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of the date

set forth above.

FALCON MERGER SUB, L.L.C.

By:

/s/ Sarah M. Rechter

Name:

Sarah M. Rechter

Title:

Manager

SIGNATURE PAGE TO

CERTIFICATE OF MERGER

(ONEOK, INC. AND FALCON MERGER SUB, L.L.C. (OK))

Exhibit A

(Amended and Restated Articles of Organization)

AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

FALCON MERGER SUB,

L.L.C.,

an Oklahoma Limited Liability Company

September 9, 2026

TO:

OKLAHOMA SECRETARY OF STATE

421 N.W. 13th Street, Suite 210

Oklahoma City, Oklahoma 73103

(405) 522-2520

The undersigned hereby executes the following articles of organization for the purpose of amending and restating the articles of organization

of an Oklahoma limited liability company in their entirety pursuant to the provisions of Title 18, Sections 2011 and 2054 of the Oklahoma Limited Liability Company Act:

1. The current name of the limited liability company is Falcon Merger Sub, L.L.C. The amended name of the limited liability company is ONEOK,

L.L.C. (the “Company”).

2. The date of the filing of the Company’s original articles of organizations is

August 13, 2026.

3. The street address of its principal place of business is 100 West Fifth Street, Tulsa, Oklahoma 74103.

4. The name of the Company’s resident agent in the State of Oklahoma is CT Corporation System, and the street address of the

Company’s resident agent in the State of Oklahoma is 1833 South Morgan Road, Oklahoma City, Oklahoma 73128.

5. The Company shall

continue to exist perpetually until it is dissolved according to law or the Company’s operating agreement.

6. Any act or

transaction by or involving the Company, other than the election or removal of managers, managing members or other members of the governing body of the Company, that if taken by ONEOK, Inc. (“Disappearing Corporation”)

immediately before the effective time of Disappearing Corporation’s merger with and into the Company (the “Merger”) that would have required for its adoption under the Oklahoma General Corporation Act (the

“OGCA”) or under the certificate of incorporation or bylaws of Disappearing Corporation immediately before the effective time of the Merger, the approval of the shareholders of Disappearing Corporation, shall, pursuant to

Section 1081.G.1.g. of the OGCA, require, in addition to approval of the members of the Company, the approval of the shareholders of ONEOK, Inc. (formerly known as Falcon TopCo, Inc.) (“Parent”) or any successor by

merger, by the same vote as is required by the OGCA and/or under the certificate of incorporation or bylaws of Disappearing Corporation immediately before the effective time of the Merger. Additionally, any amendment to the articles of organization

or operating agreement of the Company which amendment would, if adopted by a corporation subject to the OGCA, be required to be included

in the certificate of incorporation of such corporation, shall, pursuant to Section 1081.G.1.g., require, in addition, the approval of the shareholders of Parent, or any successor by merger,

by the same vote as is required by the OGCA and/or by the certificate of incorporation or bylaws of Disappearing Corporation immediately before the effective time of the Merger.

7. These amended and restated articles of organization shall be effective at 6:30 a.m. Central Time, on September 10, 2026.

[SIGNATURE PAGE ATTACHED]

IN WITNESS WHEREOF, these Articles of Organization has been executed as of the

Effective Date by the undersigned.

/s/ Sarah M. Rechter

Sarah M. Rechter

Manager

SIGNATURE PAGE

ARTICLES OF ORGANIZATION

ONEOK, L.L.C.

EX-3.5

Filename: d81803dex35.htm · Sequence: 6

EX-3.5

Exhibit 3.5

Execution Version

ONEOK HOLDINGS, L.L.C.

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of September 10, 2026

THE UNITS

ISSUED UNDER THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR

OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM THE ACT AND THE APPLICABLE STATE ACTS, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN, INCLUDING THE

PROVISIONS OF ARTICLE IX.

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

ARTICLE II ORGANIZATIONAL MATTERS

Section 2.1

Formation of the Company

Section 2.2

Limited Liability Company Agreement

Section 2.3

Name

Section 2.4

Purpose

Section 2.5

Registered Office; Registered Agent; Principal Office

Section 2.6

Term

Section 2.7

Restriction on Jurisdiction of Organization

Section 2.8

No State-Law Partnership

Section 2.9

Title to the Assets

Section 2.10

Maintenance of Separate Entities

ARTICLE III UNITS; CAPITAL CONTRIBUTIONS

Section 3.1

Units and Initial Capital Contributions

Section 3.2

Additional Capital Contributions

Section 3.3

Capital Accounts

Section 3.4

Negative Capital Accounts

Section 3.5

No Withdrawal

Section 3.6

Transfer of Capital Accounts

Section 3.7

Additional Members

Section 3.8

Substituted Members

ARTICLE IV DISTRIBUTIONS AND ALLOCATIONS

Section 4.1

Distributions to Units

Section 4.2

Special Distributions

Section 4.3

Allocations

Section 4.4

Special Allocations; Other Allocation Rules

Section 4.5

Tax Allocations

Section 4.6

Withholding and Indemnification for Payments on Behalf of a Member

Section 4.7

ONEOK OpCo Distributions

Section 4.8

Order of Distributions

Section 4.9

Company Contributions

ARTICLE V MANAGEMENT

Section 5.1

Management of the Company

Section 5.2

Board Composition; Term; Removal; Vacancies

Section 5.3

Board Actions; Meetings

Section 5.4

Actions by Consent

Section 5.5

Minutes

Section 5.6

Class B Representative Approval

Section 5.7

Committees

Section 5.8

Limitation of Liability; Manager Insurance

Section 5.9

Officers

ARTICLE VI EXCULPATION AND INDEMNIFICATION; DUTIES

Section 6.1

Indemnification

Section 6.2

Liability of Indemnitees

Section 6.3

Duties

Section 6.4

Lack of Authority

Section 6.5

Corporate Opportunities

Section 6.6

Breach of Material Affiliate Contracts

ARTICLE VII BOOKS, RECORDS, ACCOUNTING AND REPORTS; INSPECTION

Section 7.1

Records and Accounting

Section 7.2

Information Rights; Reports

Section 7.3

Accounts

Section 7.4

Public Disclosure

ARTICLE VIII TAX MATTERS

Section 8.1

Preparation of Tax Returns

Section 8.2

Tax Elections

Section 8.3

Tax Controversies

ARTICLE IX UNITS; UNIT TRANSFERS; OTHER EVENTS

Section 9.1

Record Holders

Section 9.2

Transfer Restrictions

Section 9.3

Effect of Transfer

Section 9.4

Additional Restrictions on Transfer

Section 9.5

Transfer Fees and Expenses

Section 9.6

No Appraisal Rights

Section 9.7

Closing Date

Section 9.8

Buyout Right

Section 9.9

Change of Control

Section 9.10

Equity Conversion Right; Registration Rights

Section 9.11

Material Breach of Class B Rights

ARTICLE X DISSOLUTION AND LIQUIDATION

Section 10.1

Dissolution

Section 10.2

Liquidation and Termination

Section 10.3

Cancellation of Certificate

Section 10.4

Reasonable Time for Winding Up

Section 10.5

Return of Capital

ARTICLE XI VALUATION

Section 11.1

Determining Fair Market Value

Section 11.2

Dispute Procedure

ARTICLE XII MISCELLANEOUS PROVISIONS

Section 12.1

Addresses and Notices

Section 12.2

Confidentiality

Section 12.3

Regulatory Filings

Section 12.4

Amendments

Section 12.5

Remedies

Section 12.6

Successors and Assigns

Section 12.7

Severability

Section 12.8

Counterparts; Binding Agreement

Section 12.9

No Waiver

Section 12.10

Further Action

Section 12.11

Entire Agreement

Section 12.12

Governing Law

Section 12.13

Consent to Jurisdiction; Waiver of Trial by Jury

Section 12.14

Construction; Interpretation

Section 12.15

No Third Party Beneficiaries

Section 12.16

No Recourse

SCHEDULES

Schedule I

Members, Units and Capital Contributions

Schedule II

Initial Managers

Schedule III

Restricted Transferees

EXHIBITS

Exhibit A

ONEOK Report Information

Exhibit B

Illustrative Example: Qualified Sale Proceeds

Exhibit C

Illustrative Class B Redemption Price Schedule

Exhibit D

Specified Affiliate Contracts

Exhibit E

Illustrative Example: Deferred Distribution Payment

ONEOK HOLDINGS, L.L.C.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ONEOK Holdings, L.L.C., a

Delaware limited liability company (the “Company”), is made and entered into as of September 10, 2026 (the “Execution Date”), by and between ONEOK, Inc., an Oklahoma corporation

(“ONEOK”), and AP Falcon Holdings LLC, a Delaware limited liability company (“Sponsor”). The Company, ONEOK and Sponsor are hereinafter collectively referred to as the “Parties” and each

individually as a “Party.”

WHEREAS, the Company was formed as a limited liability company in accordance with

the Act on August 17, 2026;

WHEREAS, the Company and ONEOK are parties to that certain Limited Liability Company Agreement of

the Company, dated as of August 17, 2026 (the “Original LLC Agreement”);

WHEREAS, the Company, ONEOK and

Sponsor are all parties to that certain Contribution Agreement, dated as of August 28, 2026 (the “Contribution Agreement”);

WHEREAS, pursuant to the Contribution Agreement, at the Closing, (a) ONEOK agreed to contribute or cause to be contributed the

Contributed Interests as a Capital Contribution to the Company (the “ONEOK Contribution”) in exchange for certain Class A Units and (b) Sponsor agreed to make a Capital Contribution of nine billion dollars

($9,000,000,000) to the Company (the “Sponsor Contribution”) in exchange for certain Class B Units, in each case in accordance with the terms of the Contribution Agreement and this Agreement; and

WHEREAS, as a condition to, and in connection with, ONEOK making the ONEOK Contribution and Sponsor making the Sponsor Contribution,

the Parties desire to enter into the mutual covenants and agreements set forth in this Agreement and to amend and restate the Original LLC Agreement in its entirety.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and

sufficiency of which are acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Capitalized

terms used but not otherwise defined herein shall have the following meanings:

“Act” means the Delaware Limited

Liability Company Act, 6 Del. C. § 18-101 et seq.

“Additional

Member” means a Person admitted to the Company as a Member pursuant to Section 3.7.

“Adjusted Capital Account Deficit” means, with respect to any Capital

Account as of the end of any Taxable Year, the amount by which the balance in such Capital Account is less than zero. For this purpose, such Person’s Capital Account balance shall be (a) reduced for any items described in Treasury

Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6), and (b) increased for any amount such Person is obligated to contribute or is treated as being obligated to contribute to the Company

pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(c) (relating to partner liabilities to a partnership) or the penultimate sentence in each of Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5) (relating to minimum gain). The foregoing definition is intended to comply with the provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2 and shall be interpreted consistently therewith.

“Adjusted EBITDA” means an amount equal to net income, plus interest expense (net of capitalized interest),

plus depreciation and amortization, plus noncash impairment charges, plus income taxes, plus Unconsolidated Affiliate Adjusted EBITDA, minus equity in net earnings from investments, plus noncash compensation

expense and other noncash losses, minus noncash gains, in each case, of the Class A TopCo and its Subsidiaries on a consolidated basis (determined on an aggregate basis for the Company Group without adjustment for Class A

Member’s pro rata ownership of the Company) for the time of determination and calculated in accordance with GAAP as in effect on the Execution Date and in each case only to the extent such items are captured in net income.

“Affiliate” of any Person means any other Person, directly or indirectly, Controlling, Controlled by or under common

Control with such particular Person. For the purposes of this Agreement, (a) neither Sponsor nor its Affiliates shall be deemed to be an “Affiliate” of ONEOK or any of its Affiliates by virtue of their ownership of Units and

(b) Sponsor shall not be deemed to be an “Affiliate” of any member of the Company Group.

“Aggregate

Deferred Distribution Balance” means the sum of (a) the Deferred Class A Distribution Balance, plus (b) the Deferred Class B Distribution Balance.

“Aggregate QSP Threshold” has the meaning set forth in the definition of “Qualified Sale.”

“Agreement” has the meaning set forth in the preamble to this Amended and Restated Limited Liability Company Agreement.

“Alternative Class A Distribution Amount” means an amount equal to the sum of (a) the cash

necessary for the Class A TopCo to pay dividends to holders of its common stock, plus (b) the cash necessary for the Class A TopCo to pay Taxes, plus (c) the cash necessary for other expenses, in each case, as

determined by the Class A TopCo.

“Alternative Conversion Amount” means (a) from and after the

twentieth (20th) anniversary of the Execution Date until the twenty-first (21st) anniversary of the Execution Date, a number of PubCo Shares

equal to the quotient of (i) ninety percent (90.0%) of the Sale Right Amount divided by (ii) the average VWAP of PubCo Shares for the five trading days prior to the date of the consummation of the Conversion, and (b) after the

twenty-first (21st) anniversary of the Execution Date, a number of PubCo Shares equal to the quotient of (i) ninety-five percent (95.0%)

of the Sale Right Amount divided by (ii) the average VWAP of PubCo Shares for the five trading days prior to the date of the consummation of the Conversion; provided,

however, that in no event shall the Alternative Conversion Amount exceed one hundred twenty five million (125,000,000) PubCo Shares; provided, further, that such maximum number of PubCo Shares shall be equitably adjusted for any

stock split, reverse stock split, stock dividend, combination, reclassification or similar event affecting the PubCo Shares occurring after the Execution Date. “Alternative Election” has the meaning set forth in

Section 4.1(c).

“Annual Statements” has the meaning set forth in

Section 7.2(a).

“Approved Change of Control” means, with respect to Class A

TopCo, (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of Class A TopCo or its subsidiaries, and any person or entity

acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and

13d-5 under the Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an

“option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of (i) the equity securities of Class A TopCo entitled to vote for members of the

board of directors or equivalent governing body of Class A TopCo on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (ii) the issued and

outstanding Class A Units (a “Change of Control”), and (b) such Change of Control occurred pursuant to a transaction or series of related transactions that was approved or recommended by the board of directors (or

equivalent governing body) of Class A TopCo or the Class A Member, as applicable (any such approval or recommendation, “Board Approval”). For the avoidance of doubt, no Approved Change of Control shall be deemed to have

occurred, regardless of whether a Change of Control has occurred, if a person or group becomes the beneficial owner of 35% or more of such equity securities (i) solely as a result of open-market purchases, (ii) pursuant to a tender offer

or exchange offer that did not receive Board Approval, or (iii) pursuant to any other acquisition of securities that did not receive Board Approval.

“Available Cash” means, with respect to any Fiscal Quarter, an amount equal to ONEOK OpCo’s pre-tax net income (determined without giving effect to any non-cash impairment charges and calculated in accordance with GAAP as in effect on the Execution Date) for such

Fiscal Quarter.

“Bankruptcy Event” means, with respect to any Person, (a) commencement of any case, proceeding or

other voluntary action seeking to have an order for relief entered with respect to it, or seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, arrangement, adjustment, winding-up,

reorganization, dissolution, composition under any Bankruptcy Law or other relief with respect to it or its debts; (b) applying for, or consenting or acquiescing to, the appointment of a receiver, administrator, administrative receiver,

liquidator, sequestrator, trustee or other official with similar powers for itself or any substantial part of its assets; (c) making a general assignment for the benefit of its creditors; (d) commencement of any involuntary case seeking

liquidation or reorganization under any Bankruptcy Law, or seeking issuance of a warrant of attachment, execution or distraint, or commencement of any similar proceedings against such Person under any other applicable law and (i) such Person

consents to the institution of the involuntary case

against it, (ii) the petition commencing the involuntary case is not timely controverted, (iii) the petition commencing the involuntary case is not dismissed within sixty (60) days

of its filing, (iv) an interim trustee is appointed to take possession of all or a portion of the property or to operate all or any part of the business of such Person or any of its Subsidiaries and such appointment is not vacated within sixty

(60) days, or (v) an order for relief shall have been issued or entered therein; (e) entry of a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, administrator, administrative receiver,

liquidator, sequestrator, trustee or other official having similar powers over such Person or all or a part of its property; (f) the granting of any other similar relief under any applicable Bankruptcy Law, filing a petition or consenting to or

otherwise instituting any similar proceeding under any other applicable law, or taking any action in furtherance of, or indicating its consent to, approval of, or acquiescence in any of the acts set forth above in this definition; or (g) such

Person taking any form of corporate action to be liquidated or dissolved. The foregoing definition is intended to replace and shall supersede the definition of “Bankruptcy” set forth in Sections

18-101(1) and 18-304 of the Act.

“Bankruptcy

Law” means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. or any similar federal or state law.

“Base Capital Period” means the period beginning on the first day after the Initial Period and ending on the date on which

there cease to be any Class B Units outstanding.

“Base Class B Balance” means two hundred

million dollars ($200,000,000).

“Base Return” means, with respect to any outstanding Class B Unit at any time of

determination, an IRR equal to (a) seven point zero one percent (7.010%) beginning on the Execution Date and ending on the ninth (9th) anniversary of the Execution Date, (b) seven point

three five percent (7.350%) beginning on the first day following the ninth (9th) anniversary of the Execution Date and ending on the eleventh (11th) anniversary of the Execution Date,

(c) seven point four seven five percent (7.475%) beginning on the first day following the eleventh (11th) anniversary of the Execution Date and ending on the thirteenth (13th) anniversary of the Execution Date, (d) seven point seven two five percent (7.725%) beginning on the first day following the thirteenth

(13th) anniversary of the Execution Date and ending on the fourteenth (14th) anniversary of the Execution Date and (e) seven point eight

five percent (7.850%) after the fourteenth (14th) anniversary of the Execution Date, in each case, based on the issuance price of such Class B Unit, which on the Execution Date is $10.00 per

Class B Unit.

“Below Threshold Sale” has the meaning set forth in the definition of “Qualified Sale.”

“Board” has the meaning set forth in Section 5.1.

“Board Approval” has the meaning set forth in the definition of “Approved Change of Control.”

“Book Value” means, with respect to any asset of the Company, the

asset’s adjusted basis for U.S. federal income tax purposes, except that:

(a) the Book Value of all assets of the Company may be

adjusted to equal their respective Fair Market Values, in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(f) immediately prior to: (i) the date of the

acquisition of any additional Units by any new or existing Member in exchange for more than a de minimis amount of cash or contributed property; (ii) the acquisition of more than a de minimis interest in the Company by any new or existing

Member in exchange for the performance of services to or for the benefit of the Company; (iii) the date of the distribution of more than a de minimis amount of cash or property of the Company to a Member as consideration for an interest in the

Company; (iv) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g)(1); (v) the acquisition of an interest in the Company by any new or existing

Member upon the exercise of a non-compensatory option in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); or (vi) any other event to the extent determined by the Partnership

Representative to be permitted and necessary to properly reflect Book Values in accordance with the standards set forth in Treasury Regulations Sections 1.704-1(b)(2)(iv)(q) and 1.704-2; provided,

however, that adjustments pursuant to clauses (i), (ii), (iii) and (v) above shall be made only if the Partnership Representative reasonably determines that such adjustments are necessary or appropriate to

reflect the relative economic interests of the Members;

(b) the Book Value of property distributed to a Member shall be adjusted to equal

the Fair Market Value of such property as of the date of such distribution;

decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Sections 734(b) or 743(b) of the Code (including any such adjustments pursuant to Treasury Regulations

Section 1.734-2(b)(1)), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations

Section 1.704-1(b)(2)(iv)(m) or Section 3.3(b)(v); provided, however, that the Book Value of property shall not be adjusted pursuant to this clause

(c) to the extent that the Board reasonably determines an adjustment pursuant to clause (a) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause

(c);

(d) the initial Book Value of any asset contributed (or deemed contributed) by a Member to the Company shall be the Fair Market

Value of such asset as of the date of contribution; and

(e) if the Book Value of an asset has been determined or adjusted pursuant to the

above, such Book Value will thereafter be adjusted by the amount of Depreciation taken into account for purposes of the definitions of “Profits” and “Losses” rather than the amount of depreciation and amortization for U.S.

federal income tax purposes.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial

banks are authorized or required to close in Tulsa, Oklahoma or New York, New York.

“Buyout Amount” means, as of any

date of determination, an amount equal to the sum of (a) the product of (i) the Class B Outstanding Balance as of such date, multiplied by (ii) the Class B Redemption Price, plus (b) any outstanding

Class B Return Shortfall as of such date, plus (c) any outstanding Special Class B Distribution Shortfall Amount (excluding, for the avoidance of doubt, amounts previously recovered through distributions applied to the

Class B Return Component) as of such date.

“Buyout Event” has the meaning set forth in

Section 9.8(a).

“Buyout Year” has the meaning set forth in

Section 9.8(a)(iii).

“Capital Account” means the capital account maintained for a Member

pursuant to Section 3.3.

“Capital Contributions” means the aggregate dollar amounts of any

cash, cash equivalents, promissory obligations (but only to the extent issued and repaid prior to the Execution Date), or the Fair Market Value of other property which a Member contributes or is deemed to have contributed to the Company with respect

to any Unit pursuant to Section 3.2, Section 4.1(c) or Section 4.2(b). For the avoidance of doubt, in connection with any Capital Contribution pursuant to

Section 3.2(a)(ii), the Class A Member shall be deemed to have made a Capital Contribution in an amount equal to (a) the Fair Market Value of any assets or businesses acquired by the Class A Member and

contributed to the Company or its Subsidiaries and (b) the proceeds received by the Class A Member in an offering of its publicly listed equity to the extent such proceeds are invested in, or contributed to, the Company or its

Subsidiaries.

“Certificate of Formation” means the Company’s Certificate of Formation as filed with the

Secretary of State of Delaware.

“CFFO” means, with respect to a given Fiscal Quarter, an amount equal to Adjusted

EBITDA, minus interest expense (net of capitalized interest), minus Unconsolidated Affiliate Adjusted EBITDA, plus (without duplication for any amounts constituting Adjusted EBITDA, if any), distributions received from

unconsolidated affiliates, minus distributions paid to noncontrolling interests (but excluding any distributions paid to the Class B Member), minus Change in Working Capital, minus amounts paid or accrued and expected to be

paid in cash in respect of income Taxes (of the Class A Member and the Company Group, and without duplication of any Taxes taken into account in determining Adjusted EBITDA or Change in Working Capital), plus Taxes (of the Class A

Member and the Company Group) attributable to the Reorganization Transactions (as defined in the Contribution Agreement), plus Qualified Sale Proceeds (which, for the avoidance of doubt, shall be included in CFFO for the Fiscal Quarter in

which the 121st day following consummation of the applicable Qualified Sale occurs), in each case, (x) with respect to the Class A TopCo and its Subsidiaries on a consolidated basis (determined on an aggregate basis for the Company Group

without adjustment for Class A Member’s pro rata ownership of the Company) and (y) as determined by the Board in accordance with the terms of this Agreement.

“CFIUS” means the Committee on Foreign Investment in the United States.

“Change in Working Capital” means, with respect to a given Fiscal Quarter, Working Capital as of the last day of such

Fiscal Quarter, minus Working Capital as of the first day of such Fiscal Quarter.

“Change of Control” has the

meaning set forth in the definition of “Approved Change of Control.”

“Change of Control Event” means the occurrence of both of the following:

(a) an Approved Change of Control; and

(b) a Rating Downgrade.

“Class A Member” means ONEOK initially (and for so long as ONEOK holds Class A Units), and any

other Person hereafter admitted as a Member holding Class A Units, in each case, so long as such Person is not a “foreign person” as defined in 31 C.F.R. § 800.224.

“Class A Percentage Interest” means, as of any date, the percentage determined by dividing the number of

Class A Units then held by a holder of Class A Units by the total number of Class A Units then outstanding.

“Class A TopCo” means (a) the Class A Member, if the Class A Member is not Controlled by

any other Person, or (b) the Person that directly or indirectly Controls the Class A Member and is not itself Controlled by any other Person; provided, however, that upon the consummation of a Change of Control,

“Class A TopCo” shall mean (i) the Class A Member, if the Class A Member is not Controlled by any other Person, or (ii) the Person that directly or indirectly Controlled the Class A Member and was not itself

Controlled by any other Person, in each case, as of immediately prior to the consummation of such Change of Control; it being understood that, as of the Execution Date, the Class A TopCo is ONEOK.

“Class A Unit” means a Unit in the Company designated as a “Class A

Unit” and which shall provide the holder thereof with the rights and obligations specified with respect to a Class A Unit in this Agreement.

“Class B Distribution” means any Quarterly Distribution to the Class B Member or any Special

Class B Distribution.

“Class B Member” means Sponsor initially (and for so long as Sponsor

holds Class B Units), and any other Person hereafter admitted as a Member holding Class B Units, in each case, so long as such Person is not a “foreign person” as defined in 31 C.F.R. § 800.224.

“Class B Outstanding Balance” means, as of any date of determination, an amount equal to (a) nine

billion dollars ($9,000,000,000), minus (b) the aggregate amount of all Class B Principal Reduction Amounts in respect of all Class B Distributions received prior to such date. For the avoidance of doubt, the Class B

Outstanding Balance shall be maintained separately from the Capital Account maintained for the Class B Member pursuant to Section 3.3.

“Class B Percentage Interest” means, as of any date, the percentage determined by dividing the number of

Class B Units then held by a holder of Class B Units by the total number of Class B Units then outstanding.

“Class B Principal Reduction Amount” means, with respect to any Class B Distribution, an amount

equal to (a) (i) the amount of such Class B Distribution, minus (ii) any outstanding Class B Return Shortfall from any prior Fiscal Quarter, minus (iii) the Class B Return Component for such Class B

Distribution, divided by (b) the Class B Redemption Price. For the avoidance of doubt, if the Class B Distribution is less than the Class B Return Component for such Class B Distribution, the Class B Principal

Reduction Amount shall be zero.

“Class B Redemption Price” means, as of any date of

determination, an amount equal to (a) the amount that would result in the then outstanding Class B Outstanding Balance achieving the then-applicable Base Return (determined as if such Base Return had been in effect from and after the

Execution Date), divided by (b) the Class B Outstanding Balance (taking into account all prior Class B Distributions and determined prior to giving effect to any Class B Principal Reduction Amount on such date). An

illustrative schedule of Class B Redemption Prices (the “Class B Redemption Price Schedule”) is attached hereto as Exhibit C.

“Class B Representative” means a representative selected by a majority of the Class B Units (voting

as a class), which shall initially be Sponsor, and which, so long as Sponsor holds any Class B Units, shall be Sponsor or an Affiliate (excluding any portfolio companies) of Sponsor.

“Class B Representative Approval” has the meaning set forth in Section 5.6.

“Class B Return Component” means, as of any date of determination, an amount equal to (a) the

Class B Outstanding Balance as of such date (as determined prior to giving effect to any Class B Principal Reduction Amount on such date), multiplied by (b) (i) one plus the then-applicable Base Return, raised to a

power equal to (A) (I) in respect of a Fiscal Quarter in which a Special Class B Distribution has not been made prior to such date of determination, the number of days elapsed in the applicable Fiscal Quarter through such date, or

(II) in respect of a Fiscal Quarter in which a Special Class B Distribution has been made prior to such date of determination, the number of days elapsed since such Special Class B Distribution, divided by (B) three

hundred sixty-five (365), minus (ii) one, plus (c) any outstanding Special Class B Distribution Shortfall Amount.

“Class B Return Premium” means Class B Principal Reduction Amount multiplied by (Class B

Redemption Price minus 100%).

“Class B Return Shortfall” has the meaning set forth in

Section 4.1(f).

“Class B Unit” means a Unit in the Company designated as

a “Class B Unit” and which shall provide the holder thereof with the rights and obligations specified with respect to a Class B Unit in this Agreement.

“Closing” has the meaning given to such term in the Contribution Agreement.

“Code” means the United States Internal Revenue Code of 1986.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Group” means, collectively, the Company and all Subsidiaries of the Company.

“Company Leverage Ratio” means, as of the last day of each Fiscal Quarter, the quotient of (a) Net Debt divided

by (b) Leverage Adjusted EBITDA for the four consecutive fiscal quarters ending on such date.

“Company Minimum Gain” has the meaning given to the term

“partnership minimum gain” in Treasury Regulations Section 1.704-2(b)(2) and the amount of which shall be determined in accordance with the principles of Treasury Regulations Section 1.704-2(d).

“Confidential Information” has the meaning set forth in

Section 12.2(a).

“Consent Request” has the meaning set forth in

Section 5.6(c).

“Consent Response” has the meaning set forth in

Section 5.6(c).

“Contract” means any contract, agreement, indenture, note, bond, mortgage,

deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation that is binding upon a Person or any of its property under applicable law, including all amendments thereto.

“Contributed Interests” has the meaning given to such term in the Contribution Agreement.

“Contribution Agreement” has the meaning set forth in the recitals to this Agreement.

“Control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management

and policies of a Person whether through the ownership of voting securities or other ownership interests, by contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings.

“Conversion” has the meaning set forth in Section 9.10(a).

“Conversion Amount” means a number of PubCo Shares equal to the quotient of (a) the Sale Right Amount divided

by (b) the average VWAP of PubCo Shares for the five trading days prior to the date of the consummation of the Conversion; provided, however, that in no event shall the Conversion Amount exceed one hundred twenty-five million

(125,000,000) PubCo Shares; provided, further, that such maximum number of PubCo Shares shall be equitably adjusted for any stock split, reverse stock split, stock dividend, combination, reclassification or similar event affecting the

PubCo Shares occurring after the Execution Date.

“Covered Audit Adjustment” means an adjustment in the amount of any

item of income, gain, loss, deduction or credit of the Company, or any Member’s distributive share thereof, to the extent such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code or any

analogous provision of state or local law.

“Deferred Class A Distribution Amount” means, for any

Fiscal Quarter in respect of which (a) CFFO is greater than zero and (b) the Board determines not to make a Quarterly Distribution in accordance with Section 4.1, an amount equal to (i) Available Cash

minus (ii) the Deferred Class B Distribution Amount, in each case, for such Fiscal Quarter.

“Deferred

Class A Distribution Balance” means, as of any date of determination, with respect to the Class A Member, the aggregate amount of all Deferred Class A Distribution Amounts that remain outstanding and have not

been paid to the Class A Member pursuant to Section 4.1(e) or Section 4.2(a)(i)(A).

“Deferred Class B Distribution Amount” means, for any

Distribution Amount or the Revised Class B Distribution Amount, as applicable, for such Fiscal Quarter.

“Deferred

Class B Distribution Balance” means, as of any date of determination, with respect to the Class B Member, the aggregate amount of all Deferred Class B Distribution Amounts that remain outstanding and have not

been paid to the Class B Member pursuant to Section 4.1(e) or Section 4.2(a)(i)(A).

“Deferred Distribution Pro Rata Share” means, with respect to any Member as of any date of determination, a fraction

(expressed as a percentage), the numerator of which is the Deferred Class A Distribution Balance as of such date (for the Class A Member) or the Deferred Class B Distribution Balance as of such date (for the Class B Member) and

the denominator of which is the Aggregate Deferred Distribution Balance as of such date.

“Depreciation” means, for

each Taxable Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for U.S. federal income tax purposes with respect to property for such Taxable Year, except that (a) with respect to any property

the Book Value of which differs from its adjusted tax basis at the beginning of such Taxable Year and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations

Section 1.704-3(d), Depreciation shall be the amount of book basis recovered for such Taxable Year under the rules prescribed under Treasury Regulations

Section 1.704-3(d)(2), and (b) with respect to any other property the Book Value of which differs from its adjusted tax basis at the beginning of such Taxable Year, Depreciation shall be an amount

which bears the same ratio to such beginning Book Value as the U.S. federal income tax depreciation, amortization or other cost recovery deduction for such Taxable Year bears to such beginning adjusted tax basis; provided,

however, that, in the case of the immediately preceding clause (b), if the adjusted tax basis of any property at the beginning of such Taxable Year is zero dollars, Depreciation with respect to such property shall be determined with

reference to such beginning Book Value using any reasonable method selected by the Partnership Representative.

“Distribution” means each distribution made by the Company to a holder of Units, whether in cash, property or Equity

Securities of the Company (including, for the avoidance of doubt, Special Distributions).

“Election Notice” has the

meaning set forth in Section 4.1(c).

“Equity Securities” means (a) Units or other

equity interests in the Company or its Subsidiaries, (b) obligations, evidences of indebtedness or other securities or interests, in each case, that are convertible or exchangeable into Units or other equity interests in the Company or its

Subsidiaries, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Company or its Subsidiaries.

“Excess Distribution” means, with respect to any Fiscal Quarter in which

the Company makes a Quarterly Distribution, the amount (if any) by which the aggregate Quarterly Distribution made by the Company to all Members for such Fiscal Quarter exceeds Available Cash for such Fiscal Quarter.

“Exchange Act” means the Securities Exchange Act of 1934.

“Execution Date” has the meaning set forth in the preamble to this Agreement.

“Fair Market Value” means, with respect to any asset or equity interest, its fair market value determined in accordance

with Article XI.

“Filing Transaction” has the meaning set forth in Section 12.3(b).

“Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30 and

December 31, or such other quarterly accounting period as may be established by the Board.

“Fiscal Year” means

the calendar year ending on December 31, or such other annual accounting period as may be established by the Board.

“Fitch” means Fitch Ratings, Inc., or any successor to the rating agency business thereof.

“GAAP” means United States generally accepted accounting principles, consistently applied and as in effect from time to

time (or, in the event this Agreement expressly refers to another effective date, as of such other date).

“Governmental

Entity” means the United States of America or any other nation, any federal, state, county, municipal, local or other political subdivision thereof, or any agency, authority, department, instrumentality, court, corporation or other entity

exercising executive, legislative, judicial, regulatory, Taxing authority or administrative functions of government.

“HSR

Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Indemnitee” means (a) any Member

or (b) any Person who is or was a Manager, Partnership Representative, Class B Representative, “designated individual,” officer, director, fiduciary, trustee or managing member of the Company or a Member.

“Initial Class A Distribution Amount” means, with respect to any Fiscal Quarter, an amount equal to

(a) Total Cash, minus (b) the Initial Class B Distribution Amount.

“Initial Class B

Distribution Amount” means, with respect to any Fiscal Quarter, an amount equal to fifteen percent (15%) of CFFO for such Fiscal Quarter; provided, however, that the Initial Class B Distribution Amount shall be

(a) an amount equal to twenty percent (20%) of CFFO if at the end of any Fiscal Quarter, the Company Leverage Ratio exceeds 4.50:1.00 (provided, however, that the Initial Class B Distribution Amount shall revert to an amount

equal to fifteen percent (15%) of CFFO beginning with the first Payment Date after the Company Leverage Ratio is equal to or less than 4.50:1.00 as of the end of a Fiscal Quarter), or (b) if clause (a) immediately above is not then

applicable, an amount (x) greater than fifteen percent (15%) of

CFFO and (y) less than or equal to twenty percent (20%) of CFFO for any one or more Fiscal Quarters, as determined by the Class A Member in its sole discretion, upon written notice to

the Company and the Class B Member at least seven (7) Business Days prior to the applicable Quarterly Payment Date. Notwithstanding the foregoing, in the event the Initial Class B Distribution Amount (as calculated above) for any

Fiscal Quarter would exceed an amount equal to the sum of (i) the product of (A) the difference between (x) the Class B Outstanding Balance as of the beginning of such Fiscal Quarter and (y) the Base Class B

Balance, multiplied by (B) the Class B Redemption Price applicable to such Fiscal Quarter, plus (ii) the Class B Return Component for such Fiscal Quarter, the Initial Class B Distribution Amount for such Fiscal

Quarter shall equal such sum.

“Initial Period” means the period beginning on (and including) the Execution Date and

ending on the Payment Date that causes the Class B Outstanding Balance to initially equal the Base Class B Balance.

“Investment Grade” means, with respect to any Person, a credit rating assigned to such Person’s (or its applicable

Affiliate’s) senior unsecured long-term indebtedness that is equal to or better than (a) Baa3 by Moody’s, (b) BBB- by S&P or (c) BBB- by

Fitch.

“IRR” means, with respect to each Class B Unit, as of the time of determination, an actual annual

unlevered pre-tax return of the specified percentage, compounded annually, on the Sponsor Contribution attributable to such Class B Unit. IRR with respect to each Class B Unit shall be calculated

(a) assuming (i) the Sponsor Contribution in respect of such Class B Unit was paid on the date it was funded and (ii) all Distributions in respect of such Class B Unit have been made on the date actually paid by the Company and

(b) using the XIRR function in the most recent version of Microsoft Excel (or if such program is no longer available, such other software program as selected by the Board for calculating IRR).

“Law” or “Laws” means any statute, law, ordinance, rule, regulation, code, order, judgment, injunction,

decree or other requirement of any Governmental Entity.

“Leverage Adjusted EBITDA” means (a) Adjusted EBITDA for

the period of determination, plus (b) if the Class A TopCo or any of its Subsidiaries has acquired any assets or another Person as a Subsidiary (including through the purchase or other acquisition of additional ownership interests

in such Person resulting in such Person becoming a Subsidiary) during the relevant period for determining the Company Leverage Ratio, Leverage Adjusted EBITDA shall be calculated after giving pro forma effect thereto, as if such acquisition had

occurred on the first day of the relevant period for determining Leverage Adjusted EBITDA.

“Listed ONEOK” has the

meaning set forth in Section 9.10(a).

“Manager” has the meaning set forth in

Section 5.1.

“Material Affiliate Contract” means any contract, agreement or transaction (or

series of related contracts, agreements or transactions) between the Company or any of its Subsidiaries, on the one hand, and Class A TopCo or any of its Affiliates that are not members of the Company Group, on the other hand, other than

(a) the Specified Affiliate Contracts and (b) any guarantee of indebtedness of ONEOK OpCo or its Subsidiaries provided by Class A TopCo.

“Material Class B Breach” has the meaning set forth in

Section 9.11(b).

“Material Unconsolidated Subsidiary” means, as of any date of

determination, any Person (a) in which any member of the Company Group owns, directly or indirectly, at least a thirty percent (30%) equity interest but is not a “Subsidiary” under this Agreement, and (b) that accounts for

seven point five percent (7.5%) or more of Adjusted EBITDA for any Fiscal Year (based on the Company Group’s proportionate interest in such Person).

“Member” means each of the Persons listed on Schedule I and any Person admitted to the Company as a Substituted

Member or Additional Member, but only so long as such Person is the owner of one or more Units, in each case, in such Person’s capacity as a member of the Company.

“Member Nonrecourse Debt” has the meaning given to the term “partner nonrecourse debt” in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning

given to the term “partner nonrecourse debt minimum gain” in Treasury Regulations Section 1.704-2(i)(2).

“Member Nonrecourse Deductions” means any and all items of loss, deduction or expenditure that, in accordance with the

principles of Treasury Regulations Section 1.704-2(i), are attributable to Member Nonrecourse Debt.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.

“Net Debt” means (a) current maturities of long-term debt, plus (b) short-term borrowings, plus

(c) long-term debt (excluding current maturities), minus (d) cash and cash equivalents, in each case, as set forth in the Annual Statement or Quarterly Statement, as applicable.

“New Parent” has the meaning set forth in Section 9.9(b).

“Nonrecourse Built-In Gain” means, with respect to any Company properties that are

subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Members if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no

other consideration.

“Nonrecourse Liability” has the meaning given to such term in Treasury Regulations Section 1.704-2(b)(3).

“Offer” has the meaning set forth in

Section 9.2(d)(ii).

“Officers” means each Person designated as an officer of the Company to

whom authority and duties have been delegated pursuant to Section 5.9, subject to any resolution of the Board appointing or removing such Person as an officer or relating to such appointment or such delegation of authority

or duties.

“ONEOK” has the meaning set forth in the preamble to this Agreement.

“ONEOK Contribution” has the meaning set forth in the recitals to this

Agreement.

“ONEOK OpCo” means ONEOK, L.L.C., an Oklahoma limited liability company and wholly owned

subsidiary of the Company.

“ONEOK Parent Transaction” means the occurrence of any of (a) the acquisition by any

Person or group (within the meaning of the Exchange Act in effect as of the Execution Date), directly or indirectly, beneficially or of record, of ownership or control of, or any other transfer, assignment, gift, pledge, hypothecation, mortgage or

encumbrance of, any voting common stock or other equity securities or debt securities of Class A TopCo giving such Person or group the ability to appoint a majority of Class A TopCo’s board of directors, (b) a reorganization,

merger, consolidation or sale of Class A TopCo, (c) a sale of substantially all of the assets of Class A TopCo or (d) other similar Approved Change of Control transaction involving Class A TopCo, in each case, excluding a

direct sale of (x) all or substantially all of the assets of the Company Group or (y) any Units.

“ONEOK

Report” means the monthly summary financial review report that (a) contains the financial information set forth on Exhibit A and (b) is excerpted from such reporting as prepared for, and delivered to, the board of

directors of the Class A Member (or, if applicable, the board of directors of its ultimate parent company).

“Original LLC

Agreement” has the meaning set forth in the recitals to this Agreement.

“Partnership Representative” means

the “partnership representative” (as defined in Section 6223 of the Code) of the Company.

“Partnership Tax

Audit Rules” means Sections 6221 through 6241 of the Code, together with any guidance issued thereunder or successor provisions and any similar provision of state and local tax laws.

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Payment Date” means a Quarterly Payment Date or Special Payment Date, as applicable.

“Permitted Transfer” means any Transfer to a Permitted Transferee or Syndication Activities.

“Permitted Transferee” means, with respect to any Class B Member, (a) any of such Class B Member’s

Affiliates (excluding, in the case of Sponsor, any portfolio companies thereof), (b) any lender or lenders secured by a Pledge, or agents acting on their behalf to whom any Equity Security is Transferred pursuant to the exercise of remedies

under such a Pledge, or (c) any other Person that directly or indirectly acquires equity interests in such Class B Member, in the case of this clause (c), so long as (x) following such acquisition, Apollo Capital Management,

L.P. retains Control of such Class B Member and (y) the aggregate indirect ownership interest in the Class B Units held by all such Persons does not exceed forty-nine percent (49%). Notwithstanding the foregoing, in no event shall a

Permitted Transferee include a Person that is a “foreign person” as defined in 31 C.F.R. § 800.224 or, subject to Section 9.4, a Restricted Transferee.

“Person” means an individual, a partnership, a corporation, a limited

liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Entity.

“Pledge” means a pledge by a Member of all or any of its Units to one or more banks or financial or lending institutions or

credit or similar funds or agents acting on their behalf as collateral or security for a bona fide loan or other extension of credit.

“Post-CoC Affiliate Distribution” has the meaning set forth in

Section 4.1(b).

“Post-CoC Affiliate Transaction” has

the meaning set forth in Section 9.9(b)(ii).

“Post-CoC Ratings

Downgrade” has the meaning set forth in Section 9.9(b)(i).

“Prime Rate” as of a

particular date means the prime rate of interest as published on that date in the Wall Street Journal, and generally defined therein as “the base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks;”

provided, however, (a) if the Wall Street Journal is not published on a date for which the Prime Rate must be determined, the Prime Rate shall be the prime rate published in the Wall Street Journal on the nearest-preceding date on

which the Wall Street Journal was published, and (b) if the Wall Street Journal ceases to publish such rate, the Board shall pick a substitute rate that most closely approximates such rate, as determined in the Board’s good faith

judgment.

“Proceeding” has the meaning set forth in Section 6.1(a).

“Profits” and “Losses” means the taxable income or loss, respectively, of the Company as

determined for U.S. federal income tax purposes, as adjusted by Section 3.3(b). Profits and Losses shall be determined net of any amounts allocable in Section 4.3(a)(i)(A),

Section 4.3(a)(ii)(A) or Section 4.4.

“Prospectus” has the meaning

set forth in Section 9.10(b)(ii).

“PubCo Shares” has the meaning set forth in

Section 9.10(a).

“Qualified Sale” means (a) any sale of assets of or by ONEOK OpCo or

any of its Subsidiaries (for the avoidance of doubt, including any Transfer of Equity Securities of or by ONEOK OpCo or any of its Subsidiaries) for a purchase price that exceeds the greater of (i) $250 million and (ii) the then-applicable

HSR size-of-transaction filing threshold or (b) any sale of assets of or by ONEOK OpCo or any of its Subsidiaries (for the avoidance of doubt, including any

Transfer of Equity Securities of or by ONEOK OpCo or any of its Subsidiaries) for a purchase price that does not individually exceed the greater of (i) $250 million and (ii) the then-applicable HSR size-of-transaction filing threshold (each such sale, a “Below Threshold Sale”) but, when aggregated with all other Below Threshold Sales during the applicable Reference Period, the

aggregated purchase price for such sales exceeds $1 billion (the “Aggregate QSP Threshold”), in the case of each of the foregoing clauses (a) and (b), excluding (1) any individual asset sale with a

purchase price less than $25 million, (2) any hedging or swap arrangements entered into in accordance with the then-applicable hedging policies of the Company Group, (3) commodity sales in the ordinary course of business and

(4) sales of renewable identification numbers in the ordinary

course of business; provided, that the purchase price of any such asset sale shall exclude any (A) proceeds of such asset sale used to (x) repay indebtedness of ONEOK OpCo or any

of its Subsidiaries or (y) acquire assets or equity interests from a non-Affiliate, in each case of (x) and (y), within 120 days of the consummation of the sale of such assets, or (B) non-cash consideration (including, for the avoidance of doubt, any asset swap transaction; provided that the exception in this clause B shall not apply to any proceeds in the form of Equity

Securities of any Affiliate of Class A TopCo that is not a member of the Company Group) (the resulting purchase price of a Qualified Sale, the “Qualified Sale Proceeds”); provided, further, that when aggregating

the purchase prices of Below Threshold Sales, only the aggregate price in excess of the Aggregate QSP Threshold shall be included in the determination of Qualified Sale Proceeds. For the avoidance of doubt, the determination of whether a sale of

assets constitutes a Qualified Sale will be made on the one hundred twenty-first (121st) day following consummation of such sale. An illustrative example of the calculation of Qualified Sale

Proceeds is attached hereto as Exhibit B.

“Quarterly Distribution” has the meaning set forth in

Section 4.1(a).

“Quarterly Payment Date” means a date no later than the third Business Day

following each of February 15, May 15, August 15 and November 15 of each year, in each case, unless otherwise approved by the Board and the Class B Representative.

“Quarterly Statements” has the meaning set forth in Section 7.2(b).

“Rating Agency” means each of Fitch, Moody’s and S&P.

“Rating Downgrade” means, in connection with an Approved Change of Control, that the credit ratings assigned to the senior

unsecured long-term indebtedness of Class A TopCo’s Relevant Rated Entity (which, as of the Execution Date, is ONEOK OpCo) or the Relevant Rated Entity of the acquiring person (or the surviving or resulting entity), as applicable, by at

least two (2) of the three (3) Rating Agencies, as of the consummation of such Approved Change of Control or at any time during the one hundred eighty (180) day period following the consummation of such Approved Change of Control, are

(a) lower than Investment Grade or (b) withdrawn or otherwise no longer rated by the applicable Rating Agency; provided, however, that, if credit ratings for senior unsecured long-term indebtedness are no longer generally

available from such Rating Agency, the Relevant Rated Entity shall have ninety (90) days from the date such credit rating is withdrawn or the cessation of such credit rating (and, in such event, such one hundred eighty (180) day period

shall be extended) to replace the rating from such Rating Agency with a rating from another Rating Agency or, if a rating of senior long-term secured indebtedness is no longer generally available from any Rating Agency, then from any other

nationally recognized statistical rating organization reasonably selected by such Relevant Rated Entity as a replacement therefor.

“Reference Period” means (a) on or before the 3rd anniversary of the Execution Date, the period beginning on the

Execution Date and ending at the time of determination, and (b) after the 3rd anniversary of the Execution Date, the period beginning three years prior to the time of determination and ending at the time of determination.

“Registrable Securities” means PubCo Shares issued in connection with the

Conversion; provided, however, that PubCo Shares shall cease to be Registrable Securities hereunder if and when (a) such Registrable Securities have been sold, transferred or otherwise disposed of pursuant to an effective

registration statement registering such Registrable Securities (or the resale thereof) under the Securities Act, (b) such Registrable Securities have been sold, transferred or otherwise disposed of pursuant to Rule 144 of the Securities Act

(“Rule 144”) or (c) the date when such Registrable Securities first become eligible for sale pursuant to Rule 144 without volume limitation.

“Registration Statement” has the meaning set forth in Section 9.10(b)(ii).

“Regular Distribution Trigger” has the meaning set forth in Section 4.1(b).

“Relevant Rated Entity” means, with respect to any Person, such Person if such Person has outstanding senior unsecured

long-term indebtedness that is rated by at least one Rating Agency, or, if such Person does not have such indebtedness, the Affiliate of such Person that is the primary obligor on outstanding senior unsecured long-term indebtedness that is rated by

at least one Rating Agency.

“Regulatory Allocations” has the meaning set forth in

Section 4.4(i).

“Regulatory Approval” has the meaning set forth in

Section 12.3(b)(i).

“Reporting Obligations” has the meaning set forth in

Section 7.4.

“Response Deadline” has the meaning set forth in

Section 5.6(c).

“Restricted Transferee” has the meaning set forth in

Section 9.4(e).

“Revised Class A Distribution Amount” means an amount

equal to (a) Total Cash minus (b) the Revised Class B Distribution Amount.

“Revised

Class B Distribution Amount” means an amount equal to (a) three million two hundred fifty thousand dollars ($3,250,000) for each Fiscal Quarter prior to the fifteenth

(15th) anniversary of the Execution Date, and (b) six million five hundred thousand dollars ($6,500,000) for each Fiscal Quarter on or after the fifteenth (15th) anniversary of the Execution Date. For the avoidance of doubt, the Revised Class B Distribution Amount (as calculated above) for any Fiscal Quarter shall not, upon payment to the Class B

Member, reduce the Class B Outstanding Balance below the Base Class B Balance.

“ROFO” means the right of

first offer set forth in Section 9.2(d).

“ROFO Consideration Period” has the meaning set

forth in Section 9.2(d)(iii).

“ROFO Determination Date” has the meaning set forth in

Section 9.2(d)(iii).

“ROFO Notice” has the meaning set forth in

Section 9.2(d)(i).

“ROFO Period” has the meaning set forth in

Section 9.2(d)(ii).

“Rule 144” has the meaning set forth in the definition of

“Registrable Securities.”

“S&P” means Standard & Poor’s Rating Services, a

division of S&P Global Inc., or any successor to the rating agency business thereof.

“Sale Right Amount” means an

amount equal to one hundred fifteen percent (115%) of the Buyout Amount as of the time of determination.

“SEC” means

the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

”Special Alternative Class A Distribution Amount” means an amount determined by the Class A Member

(in its sole discretion).

“Special Alternative Election” has the meaning set forth in

Section 4.2(b).

“Special Class A Distribution Amount” means, with respect

to any Special Distribution, an amount equal to (a) the Special Distribution Proceeds, minus (b) the Special Class B Distribution Amount.

“Special Class B Distribution” means a Special Distribution to the Class B Member.

“Special Class B Distribution Amount” means an amount determined by the Class A Member (in its sole

discretion) by providing written notice to the Company and the Class B Member at least five (5) days prior to the applicable Payment Date; provided, however, that (a) such amount shall not be less than fifteen percent

(15%) of the Special Distribution Proceeds (and, prior to the eighth (8th) anniversary of the Execution Date, shall not, without Class B Representative Approval, be greater than twenty

percent (20%) of the Special Distribution Proceeds), (b) such amount shall be not less than twenty percent (20%) of the Special Distribution Proceeds (and, prior to the eighth (8th) anniversary of

the Execution Date, shall be twenty percent (20%) (and not greater than 20% without Class B Representative Approval) of the Special Distribution Proceeds) if, at the end of any Fiscal Quarter, the Company Leverage Ratio exceeds 4.50:1.00

(provided, however, that the Special Class B Distribution Amount shall revert to an amount determined by the Class A Member (subject to clauses (a) and (b) above) beginning with the first Distribution after the Company

Leverage Ratio is equal to or less than 4.50:1.00 as of the end of a Fiscal Quarter). Notwithstanding the foregoing, the Special Class B Distribution Amount shall not exceed an amount equal to the sum of (i) the product of (A) the

difference between (x) the Class B Outstanding Balance as of the beginning of the Fiscal Quarter in which such Special Distribution is made and (y) the Base Class B Balance, multiplied by (B) the Class B

Redemption Price applicable to such Fiscal Quarter, plus (ii) the Class B Return Component for such Fiscal Quarter.

“Special Class B Distribution Return Shortfall” means, with respect to any Special Class B

Distribution, the amount, if any, by which the Special Class B Distribution is less than the Class B Return Component for such Special Class B Distribution. For the avoidance of doubt, a Special Class B Distribution Return

Shortfall shall be deemed satisfied and shall no longer be outstanding upon the date that the aggregate Class B Distributions applied to the Class B Return Component (to the extent attributable to the Special Class B Distribution

Shortfall Amount included therein) equal or exceed such Special Class B Distribution Return Shortfall.

“Special Class B Distribution Shortfall Amount” means,

as of any date of determination, the sum of all outstanding Special Class B Distribution Return Shortfalls as of such date.

“Special Distribution” means any Distribution that the Board determines is not made in the ordinary course of business and

specifically delineates as a “Special Distribution.”

“Special Distribution Proceeds” means the amount of

cash to be distributed to the Members pursuant to a Special Distribution.

“Special Payment Date” means the tenth (10th) Business Day after the Board notifies the Members in writing that it is declaring a Special Distribution.

“Specified Affiliate Contract” means the contracts listed on Exhibit D.

“Sponsor” has the meaning set forth in the preamble to this Agreement.

“Sponsor Contribution” has the meaning set forth in the recitals to this Agreement.

“Sponsor Parent Transaction” means any direct or indirect transfer or issuance of ownership interests in, or

merger, asset sale, reorganization, recapitalization, restructuring, change in control or other change in or with respect to the Class B Members or any Person that, directly or indirectly, has an ownership interest in the Class B Member,

in which, after giving effect thereto, Apollo HGA US Manager LLC, Apollo Capital Management, L.P., their Affiliates or any funds or accounts managed, advised or sub-advised by Apollo Capital Management, L.P.

or its Affiliates continues to, directly or indirectly, (i) Control the Class B Member and (ii) own, beneficially or of record, at least fifty percent (50%) of the Class B Units owned by the Class B Member as of the Closing.

For purposes of this definition, “Affiliates” excludes any portfolio companies.

“Stub Period” has the

meaning set forth in Section 4.1(g).

“Subsidiary” means, with respect to any Person,

any corporation, limited liability company, partnership, association or business entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to

vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person, or (b) if a limited liability company, partnership, association or other business entity (other than a

corporation), a majority of limited liability, partnership or other similar ownership interests thereof with voting rights is at the time owned or Controlled, directly or indirectly, by that Person. For purposes hereof, a Person or Persons shall be

deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons (i) shall be allocated a majority of limited liability company,

partnership, association or other business entity gains or losses or (ii) shall be, or Control, directly or indirectly, the manager, managing member, managing director (or a board comprised of any of the foregoing) or general partner of such

limited liability company, partnership, association or other business entity. For the avoidance of doubt, with respect to any Person, “Subsidiaries” shall not include any unconsolidated subsidiary of such Person.

“Substituted Member” means a Person that is admitted as a Member to the

Company pursuant to Section 3.8.

“Successor in Interest” means any Transferee, executor,

administrator, committee, legal representative or other successor or assign of any Person, whether by operation of law or otherwise, including any Person acquiring (whether by merger, consolidation, sale, exchange or otherwise) all or substantially

all of the assets or equity securities of such Person, including if a new entity becomes the successor public company of such Person or will become a parent company of such Person whose securities are issued in consideration of or in exchange for

such Person’s securities.

“Syndication Activities” means actions undertaken to arrange, allocate, distribute or

otherwise place notes or other similar instruments with prospective direct or indirect lenders of the Class B Member, whether in a registered or exempt offering, including intra-group reallocations, assignments or transfers of notes or other

similar instruments among the Class B Member’s affiliated or upstream holding vehicles and any forward, swap or other derivative or synthetic transaction in connection therewith.

“Tax” or “Taxes” means any and all forms of taxation, charges, duties, imposts and levies in the nature

of a tax, whenever imposed by any Governmental Entity, including sales tax, use tax, gross receipts tax, transaction tax, privilege tax, property tax, ad valorem tax, income tax, withholding tax, corporation tax, franchise tax, capital gains tax,

capital transfer tax, inheritance tax, value added tax, customs duties, capital duty, excise duties, minimum tax, stamp duty reserve tax, payroll tax, national insurance, social security or other similar contributions, together with any interest,

penalty, fine or other amount imposed in connection therewith.

“Tax Return” means any return, election, declaration,

report, claim (including a claim for refund), estimate, information, statement or other document pertaining to any Taxes filed or required to be filed with a Governmental Entity, including any attachment, supplement or schedule thereto or amendment

thereof.

“Taxable Year” means the Company’s accounting period for U.S. federal income tax purposes determined

pursuant to Section 8.2 or such other relevant period.

“Total Cash” has the meaning set

forth in Section 4.7(a).

“Total Percentage Interest” means, as of any date, the percentage

determined by dividing the number of Units then held by such holder by the total number of Units then outstanding.

“Transaction

Document” means each of this Agreement, the Contribution Agreement and any other agreements entered into in connection with the transactions contemplated hereby and thereby.

“Transfer” means any direct or indirect sale, transfer, assignment, Pledge, mortgage, exchange, hypothecation, gift,

grant of a security interest or other direct or indirect disposition or encumbrance (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) or the acts thereof, including derivative or similar

transactions or arrangements whereby a portion or all of the economic interest in, or risk of loss or opportunity for gain with respect to, Units is transferred or shifted to another Person; provided, however, that

(a) in no event shall a ONEOK Parent Transaction be deemed a Transfer of the Units held by Class A TopCo hereunder so long as Class A TopCo (including any Successor in Interest thereto)

retains direct or indirect Control over the Units it held before such ONEOK Parent Transaction, and (b) in no event shall a Sponsor Parent Transaction be deemed a Transfer of the Units held by the Sponsor hereunder. The terms

“Transferor,” “Transferee,” “Transferred,” “Transferring,” and other forms of the word “Transfer” shall have the correlative meanings. For the avoidance

of doubt, except as otherwise provided herein (including by use of the defined term “Transfer”), the use of the word “transfer” with respect to any Units means the transfer of the direct ownership of such Units.

“Treasury Regulations” means the income tax regulations promulgated under the Code.

“Unconsolidated Affiliate Adjusted EBITDA” means an amount equal to net income, plus interest expense (net of

capitalized interest), plus depreciation and amortization, plus noncash impairment charges, plus income taxes, plus noncash compensation expense and other noncash losses, minus noncash gains, in each case, of the

Company’s direct or indirect allocable share of the amounts set forth above in respect of its unconsolidated affiliates in the aggregate for the time of determination (based, in each case, on the Company’s proportionate interest in such

unconsolidated affiliate) and calculated in accordance with GAAP as in effect on the Execution Date and in each case only to the extent such items are captured in net income.

“Unit” means the ownership interest of a Member in the Company, and includes any and all benefits to which such Member is

entitled as provided in this Agreement, together with all obligations of such Member to comply with the terms and provisions of this Agreement, including each of the Class A Units and the Class B Units.

“VWAP” means the per share volume-weighted average price as reported by Bloomberg Financial L.P. (or its equivalent

successor if not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such trading day; or if such price is not available, the market value per share on such trading day as determined by a nationally recognized

independent investment banking firm retained by the Company for this purpose.

“Working Capital” means, as of the time

of determination, total current assets, minus cash and cash equivalents, minus total current liabilities, plus current maturities of long-term debt, plus short-term borrowings, plus current liabilities for income

Taxes and deferred Taxes, plus current liabilities for capital expenditures, plus current liabilities for declared and unpaid distributions or dividends or similar returns of capital to equityholders, in each case, of the Company and

calculated in accordance with GAAP as in effect on the Execution Date; provided that Working Capital shall exclude (a) any current asset or current liability (including any accrual) associated with any

non-cash item that is excluded from, or added back in the calculation of, Adjusted EBITDA and (b) any non-cash item that is recognized in other comprehensive income

or loss.

ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.1 Formation of the Company. The Company was formed as a limited liability company pursuant

to the Act on August 17, 2026.

Section 2.2 Limited Liability Company Agreement. The

Members execute this Agreement for the purpose of providing for the affairs of the Company and the conduct of its business in accordance with the provisions of the Act. The Members agree that during the term of the Company set forth in

Section 2.6, the rights, powers and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the Act.

Section 2.3 Name. The name of the Company shall be “ONEOK Holdings, L.L.C.” The Company’s

business may be conducted under any other name or names as determined by the Board. The words “limited liability company,” “LLC,” “L.L.C.” or similar words or letters shall be included in the Company’s name

where necessary for the purpose of complying with the laws of any jurisdiction that so requires.

Section 2.4

Purpose. The purposes of the Company are (a) engaging in any lawful business or activity and exercising all of the powers, rights and privileges that a limited liability company formed pursuant to the Act may have and exercise and

(b) engaging in any and all activities necessary or incidental to the foregoing.

Section 2.5

Registered Office; Registered Agent; Principal Office. Unless and until changed by the Board, the registered office of the Company in the State of Delaware and the registered agent for service of process on the Company in the

State of Delaware at such registered office shall be the initial registered office and the initial registered agent named in the Certificate of Formation or such other Person or Persons as the Board may designate from time to time. The principal

office of the Company shall be located at such place as the Board may from time to time designate by written notice to the Members. The Company may maintain offices at such other place or places within or outside the State of Delaware as the Board

(a) determines to be necessary or appropriate and (b) identifies by written notice to the Members.

Section 2.6 Term. The term of the Company shall continue indefinitely unless sooner terminated as provided

herein. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Act.

Section 2.7 Restriction on Jurisdiction of Organization. The Company shall at all times be organized under

the jurisdiction of the State of Delaware.

Section 2.8 No State-Law

Partnership. The Members intend that (a) the Company not be a partnership (including a limited partnership) or joint venture, (b) no Member be a partner or joint venturer of any other Member by virtue of this Agreement for any purposes

other than as set forth in the last sentence of this Section 2.8, and (c) neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof, including the

Transaction Documents, shall be deemed or construed to suggest otherwise. The Members intend that (i) the Company shall be treated as a newly formed partnership that is not a continuation of any other partnership for federal and, if applicable,

state or local income tax purposes, and (ii) each Member and the Company shall file all Tax Returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

Section 2.9 Title to the Assets. Title to the assets of

each entity within the Company Group, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company or its applicable Subsidiary as an entity, and no Member, individually or collectively, shall have

any direct or indirect ownership interest in such assets or any portion thereof.

Section 2.10 Maintenance of

Separate Entities. The Company shall at all times:

(a) maintain its books, accounting records (including books of account and payroll,

if any) and other documents and records separate from those of its Affiliates, Subsidiaries or Members or of any other Person, as applicable;

(b) not commingle its assets with those of its Affiliates, Subsidiaries or Members or of any other Person;

(c) act solely in its limited liability company name and through its own authorized Persons and comply with all organizational formalities

required by the Act, the Certificate of Formation and this Agreement;

(d) pay the salaries, benefits and other customary payroll expenses

of its own employees, if any;

(e) allocate fairly and reasonably the costs of any shared office space or other shared overhead expenses;

(f) separately manage its liabilities from those of its Affiliates, Subsidiaries or Members or of any other Person;

(g) maintain its bank accounts separate from those of its Affiliates, Subsidiaries or Members or of any other Person, and maintain separate

financial statements showing its assets and liabilities separate and apart from those of its Affiliates, Subsidiaries or Members or of any other Person; provided, however, that the Company may report its financial statements on a

consolidated or combined basis with one (1) or more Affiliates in accordance with U.S. GAAP;

(h) use separate stationery, invoices

and checks bearing its own name;

(i) at all times hold itself out to the public as a legal entity separate from its Affiliates,

Subsidiaries and Members and all other Persons, and not identify itself or hold itself out as a division of any other Person;

(j) not

pledge its assets for the benefit of any other Person who is not a lender of the Company (subject, in the case of any such pledge for the benefit of a lender of the Company, to Section 5.6(a)(x)), and not hold out its

credit or assets as being available to satisfy the obligations of any of its Affiliates, Subsidiaries or Members or of any other Person;

(k) file its own Tax Returns to the extent required by applicable law and pay on its own behalf any taxes that are payable and shown as due;

(l) maintain adequate capital in light of its contemplated business purpose, transactions

and liabilities; provided that this clause shall not be understood to require any Member to make additional capital contributions to the Company;

(m) correct any known or suspected misunderstanding regarding its separate identity; and

(n) cause its officers, agents and representatives to act at all times in a manner consistent with the foregoing.

ARTICLE III

UNITS;

CAPITAL CONTRIBUTIONS

Section 3.1 Units and Initial Capital Contributions.

(a) The Units issued by the Company shall consist of Class A Units and Class B Units. The Company is authorized to issue an

unlimited number of Class A Units and Class B Units. Subject to the terms and conditions set forth in this Agreement and the Contribution Agreement, and after giving effect to the Closing and as of the Execution Date, (i) the Company

has issued (A) 6,023,076,923 Class A Units to ONEOK and (B) 900,000,000 Class B Units to Sponsor, in each case, as set forth on Schedule I, and (ii) the Members agree that the amount of respective Capital Contributions of the

Members are set forth on Schedule I. The Units shall initially be uncertificated; provided, however, if requested by the Class B Member, the Class B Units shall be certificated, and any certificates evidencing the

Class B Units shall bear the following legend reflecting the applicable restrictions on the transfer of such securities:

“The

Units evidenced hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be transferred except pursuant to an effective registration under the Securities Act or in a

transaction that qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder.

The

Units evidenced hereby are subject to the terms of that certain Amended and Restated Limited Liability Company Agreement of ONEOK Holdings, L.L.C., dated as of September 10, 2026, as amended, modified or supplemented from time to time, by and

among the members identified therein, including certain conditions to, and restrictions on, transfer. No transfer of the Units evidenced hereby may be made except in accordance with the provisions of such Amended and Restated Limited Liability

Company Agreement, and any transfer of the Units evidenced hereby in violation thereof will be void ab initio. A copy of such Amended and Restated Limited Liability Company Agreement has been filed in the books and records of ONEOK Holdings,

L.L.C. and is available upon written request made by the holder of record of this certificate to ONEOK Holdings, L.L.C.”

(b)

Subject to any approvals required by this Agreement, the Board is hereby authorized to complete or amend Schedule I to reflect the issuance of additional Units, the Transfer of Units and the admission of Substituted Members resulting

therefrom, the admission of Additional Members, the resignation or withdrawal of a Member or a change or correction to any other information set forth on Schedule I, in each case as provided in this Agreement. The Company shall make available

to the Members copies of any amended or restated Schedule I from

time to time, and the Company shall provide a copy of Schedule I then in effect to any requesting Member promptly upon such Member’s request. The ownership by a holder of Units shall

entitle such holder to allocations of Profits and Losses and other items and Distributions of cash and other property as set forth in Article IV and Article X. Effective as of the Execution Date and after giving effect to the Closing,

(i) each of the Members listed on Schedule I is admitted as a Member of the Company and holds all of the Units set forth on Schedule I, which collectively constitute all of the Units in the Company, and (ii) all such Units

are authorized and issued.

Section 3.2 Additional Capital Contributions.

(a) Notwithstanding any other provisions herein, (i) no Member shall be obligated to make any additional Capital Contributions to the

Company, and (ii) the Class A Member shall have the right, exercisable in its sole discretion, to make or cause to be made Capital Contributions in exchange for additional Class A Units at a value of ten dollars ($10.00) per

Class A Unit.

(b) Subject to Section 12.3, upon the funding of any Capital Contribution by the

Class A Member pursuant to Section 3.2(a), the Board shall, in connection therewith, amend Schedule I to reflect the issuance of additional Units and update the books and records of the Company, accordingly.

Section 3.3 Capital Accounts.

(a) The Company shall maintain a separate Capital Account for each Member according to the rules of Treasury Regulations Sections 1.704-1(b)(2)(iv) and 1.704-2.

(b) For purposes of computing

the Profits or Losses of the Company for any period, and any item of the Company’s income, gain, loss or deduction to be allocated pursuant to Article IV and to be reflected in the Capital Accounts, the determination, recognition and

classification of any such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes (including any method of depreciation, cost recovery or amortization used for this purpose); provided,

however, that:

(i) the computation of all items of income, gain, loss and deduction shall include any income of the Company that

is exempt from U.S. federal income tax and those items described in Sections 705(a)(1)(B) or 705(a)(2)(B) of the Code and Treasury Regulations Section 1.704-1(b)(2)(iv)(i), without regard to the fact that

such items are not includable in gross income or are not deductible for U.S. federal income tax purposes;

(ii) if the Book Value of any

of the Company’s property is adjusted pursuant to clause (a) or (b) of the definition of Book Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property;

(iii) items of income, gain, loss or deduction attributable to the disposition of the Company’s property having a Book Value that

differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property;

(iv) in lieu of the depreciation, amortization and other cost recovery deductions taken

into account in computing such taxable income or loss, there shall be taken into account Depreciation;

(v) to the extent an adjustment

to the adjusted tax basis of any asset of the Company pursuant to Sections 732(d), 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into

account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis); and

(vi) any items of income, gain, loss, or deduction which are specially allocated pursuant to Section 4.3(a)(i)(A),

Section 4.3(a)(ii)(A) or Section 4.4 shall not be taken into account in computing Profits and Losses, but the amounts of the items of income, gain, loss or deduction available to be specially

allocated pursuant to Section 4.3(a)(i)(A), Section 4.3(a)(ii)(A) or Section 4.4 will be determined by applying rules analogous to those set forth in clause

(i) through clause (v) above.

Section 3.4 Negative Capital Accounts.

No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution, termination, or cancellation of the

Company).

Section 3.5 No Withdrawal. No Member shall be entitled to withdraw any part of such

Member’s Capital Contributions or Capital Account balance or to receive any Distribution from the Company, except as expressly provided herein.

Section 3.6 Transfer of Capital Accounts. The original Capital Account established for each

Substituted Member shall be in the same amount as the Capital Account (or portion thereof) of the Member attributable to the Units of such Member to which such Substituted Member succeeds, at the time such Substituted Member is admitted as a Member

of the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the Transfer to it of all or part of the Units of another Member or the repurchase of Units shall be appropriately adjusted

to reflect such Transfer or repurchase. Any reference in this Agreement to a Capital Contribution of or Distribution to a Member that has succeeded any other Member shall include any Capital Contributions or Distributions previously made by or to

the former Member on account of the Units of such former Member that were Transferred to such Member.

Section 3.7 Additional Members. Subject to the other terms of this Agreement, a Person may be admitted to the

Company as an Additional Member only upon furnishing to the Company (a) a letter of acceptance, in form satisfactory to the Board, of all the terms and conditions of this Agreement, and (b) such other documents or instruments as may be

deemed necessary or appropriate by the Board to effect such Person’s admission as a Member. Such admission shall become effective on the date on which the Board (in its sole discretion) determines that such conditions have been satisfied, upon

any approval by the Members required hereby and when any such admission is shown on the books and records of the Company.

Section 3.8 Substituted Members. In connection with the

Transfer of Units of a Member permitted under the terms of this Agreement, the Transferee shall become a Substituted Member on the effective date of such Transfer pursuant to Section 9.7.

ARTICLE IV

DISTRIBUTIONS AND ALLOCATIONS

Section 4.1 Distributions to Units.

(a) If the Board (in its sole discretion but subject to Section 4.1(b)) determines to make a

regular Distribution for any Fiscal Quarter, the Company shall make, on the Quarterly Payment Date with respect to such Fiscal Quarter, Distributions (each such Distribution, a “Quarterly Distribution”) as follows:

(i) during the Initial Period:

(A) the Initial Class A Distribution Amount to the holders of Class A Units (pro rata based upon each such holder’s

Class A Percentage Interest); and

(B) the Initial Class B Distribution Amount to the holders of Class B Units (pro

rata based upon each such holder’s Class B Percentage Interest); and

(ii) during the Base Capital Period:

(A) the Revised Class A Distribution Amount to the holders of Class A Units (pro rata based upon each such holder’s

Class A Percentage Interest); and

(B) the Revised Class B Distribution Amount to the holders of Class B Units (pro

rata based upon each such holder’s Class B Percentage Interest).

(b) Notwithstanding anything to the contrary set forth

herein, if at any time (i) the Class A TopCo or any of its direct or indirect parent entities declares a dividend to its shareholders, repurchases any of its equity interests (other than as required by the Class A TopCo’s equity

incentive plans), or otherwise makes a distribution or return of capital to its shareholders, (ii) following an Approved Change of Control, any member of the Company Group declares or pays a dividend to, repurchases any of its equity interests

from, or otherwise makes a distribution or return of capital to any Affiliate of New Parent (other than the Company and its Subsidiaries) (a “Post-CoC Affiliate Distribution”) or

(iii) the Board declares and pays a Special Distribution (in accordance with Section 4.2) (each, a “Regular Distribution Trigger”), then the Board shall declare, and the Company shall make on the

next Quarterly Payment Date, a Quarterly Distribution for such quarter to its Members in accordance with Section 4.1(a) and Section 4.1(e). In the case of a Regular Distribution Trigger set forth

in clause (ii), CFFO for the next Quarterly Distribution shall be determined on an aggregate basis for the Company Group without giving effect to the Post-CoC Affiliate Distribution (or the applicable

Affiliate of New Parent’s equity ownership in the applicable member of the Company Group) to the extent such distribution would have the effect of reducing CFFO.

have the right, upon written notice (such notice, the “Election Notice”) to the Company and the Class B Member prior to the Quarterly Payment Date for the applicable Fiscal Quarter, to elect to receive the Alternative

Class A Distribution Amount for such Fiscal Quarter in lieu of receipt of the Initial Class A Distribution Amount or the Revised Class A Distribution Amount, as applicable (such election, the “Alternative

Election”); provided, however, that the Class A Member shall not have the option to elect the Alternative Election if the Alternative Class A Distribution Amount is greater than the Initial Class A Distribution

Amount or the Revised Class A Distribution Amount, as applicable, for such Fiscal Quarter. In the event the Class A Member elects the Alternative Election for any Fiscal Quarter, (i) the amount by which the Initial Class A

Distribution Amount or the Revised Class A Distribution Amount, as applicable, exceeds the Alternative Class A Distribution Amount for such Fiscal Quarter shall be a Capital Contribution by the Class A Member to the Company, and

(ii) the Class A Member shall receive additional Class A Units for such Capital Contribution at a value of ten dollars ($10.00) per Class A Unit: provided, further, that solely for purposes of determining the amount

of deemed Capital Contributions pursuant to Section 4.1(c)(i)-(ii), the aggregate amount of deemed Capital Contributions (including deemed Capital Contributions made pursuant to a Special Alternative Election) for the

applicable Fiscal Quarter shall not exceed the aggregate amount of Available Cash for the applicable Fiscal Quarter distributable to the Class A Member (and shall not include any excess amount of Total Cash distributable to the Class A

Member). For the avoidance of doubt (but subject to the immediately preceding proviso), solely for purposes of determining Capital Accounts, (x) the Class A Member shall be deemed to have received a Distribution equal to the full amount of

the Initial Class A Distribution Amount or the Revised Class A Distribution Amount, as applicable, and the Class A Member’s Capital Account shall be reduced by such amount, and (y) any Capital Contribution deemed to be made

by the Class A Member pursuant to clause (i) above shall increase the Class A Member’s Capital Account by the amount of such Capital Contribution.

(d) The Company shall deliver to the Class B Member written notice of the amount of such Class B Member’s Quarterly

Distribution for each Fiscal Quarter no later than seven (7) Business Days prior to the applicable Quarterly Payment Date. Notwithstanding anything herein to the contrary, the Company shall (and the Class A Member shall cause the Board to)

determine the Class B Member’s Quarterly Distribution (including the underlying amount of CFFO and its constituent elements) in good faith and, to the extent applicable to the components of CFFO, in accordance with GAAP as in effect as of

the Execution Date (consistently applied).

(e) If the Board determines to make a Quarterly Distribution in excess of Available Cash for

such Fiscal Quarter and any Aggregate Deferred Distribution Balance exists as of such date, then notwithstanding Section 4.1(a), such Quarterly Distribution shall be paid, to the extent funds therefor are available in the

Quarterly Distribution amount, in the following order: (i) first, (A) to the Class B Member in an amount equal to the Initial Class B Distribution Amount, or the Revised Class B Distribution Amount, as applicable, for such

Fiscal Quarter and (B) to the Class A Member in an amount equal to the difference of (x) Available Cash, minus (y) the aggregate amount distributed pursuant to clause (i)(A) of this

Section 4.1(e); (ii) second, to the Class A Member and the Class B Member in accordance with each Member’s Deferred Distribution Pro Rata Share (i.e., the Deferred Class A Distribution

Balance and the Deferred Class B Distribution Balance, respectively) up to the amount of the Aggregate Deferred Distribution

Balance (as determined immediately prior to such allocation); and (iii) third, to the Class A Member. The portion of any payment made to the Class B Member pursuant to

clause (ii) above attributable to a Deferred Class B Distribution Amount in respect of a prior Fiscal Quarter shall be applied (x) first, to the payment of the Class B Return Component for such prior Fiscal Quarter

and (y) second, after payment of the Class B Return Component pursuant to the foregoing clause (x), the remainder shall be divided by the Class B Redemption Price applicable to such prior Fiscal Quarter to determine the

Class B Principal Reduction Amount for such prior Fiscal Quarter, and the Class B Outstanding Balance shall be reduced by such Class B Principal Reduction Amount. For the avoidance of doubt, in the event the Class A Member makes

an Alternative Election pursuant to Section 4.1(c) with respect to any Fiscal Quarter in which a payment pursuant to clause (ii) above is made, the Deferred Class A Distribution Balance shall nonetheless be

reduced by the full amount allocated to the Class A Member pursuant to clause (ii) above (without regard to the Alternative Election). An illustrative example is attached hereto as Exhibit E.

(f) The Initial Class B Distribution Amount or Revised Class B Distribution Amount, as applicable, included in each Class B

Distribution (other than a Special Class B Distribution) shall be applied as follows:

(i) first, to the payment of the

outstanding amount of any Class B Return Shortfall from any prior Fiscal Quarter;

(ii) second, to the payment of the

Class B Return Component for such Fiscal Quarter; and

(iii) third, to the extent the Initial Class B Distribution

Amount or the Revised Class B Distribution Amount, as applicable, included in such Class B Distribution exceeds the sum of (A) any Class B Return Shortfall payable pursuant to clause (i) and (B) the Class B

Return Component payable pursuant to clause (ii), the remainder shall be divided by the Class B Redemption Price applicable to such Fiscal Quarter to determine the Class B Principal Reduction Amount for such Fiscal Quarter, and the

Class B Outstanding Balance shall be reduced by such Class B Principal Reduction Amount.

(iv) To the extent such Initial

Class B Distribution Amount or Revised Class B Distribution Amount is less than the Class B Return Component for such Fiscal Quarter (the amount of such shortfall a “Class B Return Shortfall”),

the next Class B Distribution shall be applied first to the payment of such Class B Return Shortfall pursuant to clause (i) above.

(g) Notwithstanding anything to the contrary set forth herein, no Quarterly Distribution shall be made in respect of the Fiscal Quarter ending

September 30, 2026. The amounts of CFFO and Available Cash attributable to the period beginning on the Execution Date and ending on September 30, 2026 (the “Stub Period”) shall be included in, and aggregated with, the

CFFO and Available Cash for the Fiscal Quarter ending December 31, 2026 for purposes of calculating such Quarterly Distribution. For the avoidance of doubt, the determination to make a Quarterly Distribution with respect to the Fiscal Quarter

ending December 31, 2026 shall be made in the Board’s sole discretion. The amounts of CFFO and Available Cash attributable to the Stub Period shall be determined by multiplying the CFFO and Available Cash, as applicable, for the full

Fiscal Quarter ending September 30, 2026 by a fraction, the numerator of which is the number

of days in the Stub Period and the denominator of which is the total number of days in the Fiscal Quarter ending September 30, 2026. For the avoidance of doubt, (a) the failure to pay a

Quarterly Distribution on the Quarterly Payment Date in respect of the Fiscal Quarter ending September 30, 2026 shall not immediately result in a Deferred Distribution Balance with respect to such Fiscal Quarter, but if a Quarterly Distribution

is not paid in respect of the Fiscal Quarter ending December 31, 2026, then the amount distributable for the Stub Period shall be included in the Members’ respective Deferred Distributions Balances for such subsequent Fiscal Quarter and

(b) if paid on the Quarterly Payment Date in respect of the Fiscal Quarter ended December 31, 2026, such Initial Class B Distribution Amount for the Stub Period shall be deemed to have been paid on the Quarterly Payment Date for the

Fiscal Quarter ending December 31, 2026.

Section 4.2 Special Distributions.

(a) The Board (in its sole discretion) shall have the right to declare and pay Special Distributions, and the Company shall make, on the

Special Payment Date, Special Distributions as follows:

(i) during the Initial Period:

(A) first, if the Aggregate Deferred Distribution Balance is greater than zero, to the Class A Member and the Class B Member

in accordance with each Member’s Deferred Distribution Pro Rata Share up to the amount of the Aggregate Deferred Distribution Balance (as determined immediately prior to such allocation), and each Member’s Deferred Distribution Balance

shall be reduced by the amount allocated to such Member;

(B) thereafter,

(1) the Special Class A Distribution Amount to the holders of Class A Units (pro rata based upon each such holder’s

Class A Percentage Interest); and

(2) the Special Class B Distribution Amount to the holders of Class B Units (pro rata

based upon each such holder’s Class B Percentage Interest); and

(ii) during the Base Capital Period:

(A) one hundred percent (100%) of the Special Distribution Proceeds to the holders of Class A Units (pro rata based upon each such

holder’s Class A Percentage Interest); and

(B) zero percent (0%) of the Special Distribution Proceeds to the holders of

Class B Units.

(b) Notwithstanding anything to the contrary set forth herein, the Class A Member shall have the right during

the Initial Period, upon delivering an Election Notice to the Company and the Class B Member prior to the Payment Date for the applicable Special Distribution, to elect to receive the Special Alternative Class A Distribution Amount in lieu

of receipt of the Special Class A Distribution Amount (such election, the “Special Alternative Election”); provided, however, that the Class A Member shall not have the option to make the

Special Alternative Election if the Special Alternative Class A Distribution Amount is greater than the Special Class A Distribution Amount for such Special Distribution. In the event

the Class A Member elects the Special Alternative Election for any Special Distribution, (i) the amount by which the Special Class A Distribution Amount exceeds the Special Alternative Class A Distribution Amount shall be a

Capital Contribution by the Class A Member to the Company, and (ii) the Class A Member shall receive additional Class A Units for such Capital Contribution at a value of ten dollars ($10.00) per Class A Unit;

provided, further, that solely for purposes of determining the amount of deemed Capital Contributions pursuant to Section 4.2(b)(i)-(ii), the aggregate amount of deemed Capital Contributions for the applicable

Fiscal Quarter (including deemed Capital Contributions made pursuant to an Alternative Election in respect of such Fiscal Quarter) shall not exceed the aggregate amount of Available Cash for the applicable Fiscal Quarter distributable to the

Class A Member. For the avoidance of doubt (but subject to the immediately preceding proviso), solely for purposes of determining Capital Accounts, (x) the Class A Member shall be deemed to have received a Distribution equal to the

full amount of the Special Class A Distribution Amount, and the Class A Member’s Capital Account shall be reduced by such amount, and (y) any Capital Contribution deemed to be made by the Class A Member pursuant to

clause (i) above shall increase the Class A Member’s Capital Account by the amount of such Capital Contribution.

(c) For the avoidance of doubt, the declaration or payment of any Special Distribution shall be in addition to, and shall not constitute an

advance against, credit towards, offset against, reduction of or other adjustment to any Quarterly Distribution declared or payable to the Members pursuant to Section 4.1.

(d) Each Special Class B Distribution Amount shall be applied as follows:

(i) first, to the payment of any Class B Return Shortfall from any prior Fiscal Quarter;

(ii) second, to the payment of the Class B Return Component for such Special Distribution; and

(iii) third, to the extent such Special Class B Distribution Amount exceeds the sum of (A) any Class B Return Shortfall

payable pursuant to clause (i) and (B) the Class B Return Component payable pursuant to clause (ii), the remainder shall be divided by the Class B Redemption Price applicable to such Special Distribution to determine the

Class B Principal Reduction Amount attributable to such Special Distribution, and the Class B Outstanding Balance shall be reduced by such Class B Principal Reduction Amount.

Section 4.3 Allocations.

(a) After giving effect to the allocations set forth in Section 4.4:

(i) during the Initial Period, the Company shall allocate:

(A) to the holders of Class B Units (pro rata based upon each such holder’s Class B Percentage Interest), items of

gross income for each Taxable Year in an amount equal to (but not to exceed) the Class B Return Component, plus the Class B Return Premium (if any) with respect to each Class B Unit for such Taxable Year; and

(B) thereafter, to the holders of Class A Units (pro rata based upon each such

holder’s Class A Percentage Interest), Profits and Losses for each Taxable Year; and

(ii) during the Base Capital Period, the

Company shall allocate:

(A) to the holders of Class B Units (pro rata based upon each such holder’s Class B

Percentage Interest), items of gross income in an amount equal to (but not to exceed) the total Revised Class B Distribution Amount plus the Class B Return Premium (if any), in each case, distributed during such Taxable Year; and

(B) thereafter, to the holders of Class A Units (pro rata based upon each such holder’s Class A Percentage

Interest), Profits and Losses for such Taxable Year.

(b) On the dissolution of the Company pursuant to Article X, after giving

effect to the allocations set forth in Section 4.4, the Company shall allocate Profits and Losses (or, to the extent determined necessary or appropriate by the Board, items thereof) for the Taxable Year in which the

dissolution occurs (i) first, solely with respect to a dissolution of the Company during a Fiscal Quarter during the Initial Period, to the holders of the Class A Units and the Class B Units pro rata based on each such

holder’s Total Percentage Interest until the holders of Class B Units have received an amount necessary to cause the holders of Class B Units to achieve the Base Return and (ii) thereafter any remaining amounts to the holders of

Class A Units (pro rata based upon the Class A Percentage Interest held by each holder of Class A Units).

Section 4.4 Special Allocations; Other Allocation Rules.

(a) Notwithstanding any other provisions of this Section 4.4, if there is a net decrease during a Taxable Year in

Company Minimum Gain, items of income or gain of the Company for such Taxable Year (and, if necessary, for subsequent Taxable Years) shall be allocated to the Members in the amounts and of such character as determined according to Treasury

Regulations Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provisions. This

Section 4.4(a) is intended to comply with the Company Minimum Gain chargeback requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently

therewith.

(b) Notwithstanding any other provisions of this Section 4.4 (other than

Section 4.4(a)), except as provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Taxable Year,

each Member with a share of Member Nonrecourse Debt Minimum Gain at the beginning of such Taxable Year shall be allocated items of income or gain of the Company for such Taxable Year (and, if necessary, for subsequent Taxable Years) in the amounts

and of such character as determined according to Treasury Regulations Sections 1.704-2(i)(4), 1.704-2(g) and 1.704-2(j)(2)(ii),

or any successor provisions. This Section 4.4(b) is intended to comply with the chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted in a

manner consistent therewith.

(c) Nonrecourse deductions (as determined in accordance with Treasury Regulations Section 1.704-2(b)(1)) for any Taxable Year shall be allocated as determined by the Board, to the extent permitted by the Treasury Regulations.

(d) Losses attributable to Member Nonrecourse Deductions for any Taxable Year shall be allocated in the manner required by Treasury

Regulations Section 1.704-2(i).

(e) If any Member that unexpectedly receives an adjustment,

allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) has an Adjusted Capital Account Deficit as of the end of any Taxable Year, computed after the

application of Section 4.3, then items of income or gains of the Company for such Taxable Year shall be specially allocated as quickly as possible to such Member in proportion to, and to the extent of, such Adjusted Capital

Account Deficit; provided, however, that an allocation pursuant to this Section 4.4(e) shall be made only if and to the extent that such Member would have a deficit in such Member’s Capital Account after

all other allocations provided in this Article IV have been tentatively made as if this Section 4.4(e) were not part of this Agreement. This Section 4.4(e) is intended to be a qualified

income offset provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted in a manner consistent therewith.

(f) For purposes of Treasury Regulations Section 1.752-3(a)(3), the Members agree that

Nonrecourse Liabilities of the Company in excess of the sum of (i) the amount of Company Minimum Gain and (ii) the total amount of Nonrecourse Built-In Gain shall be allocated to the holders of

Class A Units (pro rata based upon each such holder’s Class A Percentage Interest).

(g) To the extent an

adjustment to the adjusted tax basis of any Company properties pursuant to Section 732(d), 734(b) or 743(b) of the Code (including any such adjustments pursuant to Treasury Regulations

Section 1.734-2(b)(1)) is required pursuant to Treasury Regulations Sections 1.704-1(b)(2)(iv)(m)(2),

1.704-1(b)(2)(iv)(m)(3) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete

liquidation of such Member’s Units, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or

loss shall be allocated to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or (3) if such Treasury Regulations Section applies, or to the Member to whom such

distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(h)

Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Partnership Tax Audit Rules and Section 4.6.

(i) The allocations set forth in Sections 4.4(a) through (g) (the “Regulatory Allocations”)

are intended to comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may not be consistent with the

manner in which the Members intend to allocate Profit and Loss of the Company or make the Company’s Distributions. Accordingly, notwithstanding the other provisions of this Article IV, but subject to the Regulatory Allocations, income,

gain, deduction, and loss shall be reallocated among the

Members so as to eliminate the effect of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Members to be in the amounts (or as close thereto as possible) they

would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations. In general, the Members anticipate that this will be accomplished by specially

allocating other Profit and Loss (and such other items of income, gain, deduction and loss) among the Members so that the net amount of the Regulatory Allocations and such special allocations to each such Member is zero.

(j) To the extent (if any) that the amount of Distributions pursuant to Section 4.1(a) and Special Distributions

pursuant to Section 4.2 made to any holder of Class B Units with respect to a Taxable Year exceeds the items of gross income allocated to such holder of Class B Units pursuant to

Section 4.3(a) for such Taxable Year, such holder of Class B Units shall be treated as receiving (i) first, a “guaranteed payment” for the use of capital within the meaning of Section 707(c) of

the Code to the extent the aggregate Class B Return Component plus the Class B Return Premium (if any), in each case, distributed to such holder of Class B Units for such Taxable Year exceeds the amount of gross income

available to be allocated to such holder of Class B Units for such Taxable Year and (ii) thereafter, without duplication, a Distribution governed by Section 731(a) of the Code. Any deduction permitted to be taken by the Company with

respect to any guaranteed payment made under this Section 4.4(j) shall be specially allocated to the holders of Class A Units for the applicable Taxable Year. To the extent permitted under applicable law, no Member

shall be treated as receiving a guaranteed payment, capital shift or similar result for U.S. federal (and applicable state and local) income tax purposes other than as set forth in this Section 4.4(j).

Section 4.5 Tax Allocations.

(a) The income, gains, losses, deductions and credits of the Company will be allocated for federal, state and local income tax purposes among

the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for computing their Capital Accounts; except that if any such allocation is not permitted by the Code or other applicable law, the

Company’s subsequent income, gains, losses, deductions and credits will be allocated for federal, state and local income tax purposes among the Members so as to reflect as nearly as possible the allocation set forth herein in computing their

Capital Accounts.

(b) Items of the Company’s taxable income, gain, loss and deduction with respect to any property contributed to

the capital of the Company shall be allocated among the Members in accordance with Section 704(c) of the Code so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes

and its Book Value. In addition, if the Book Value of any of the Company’s assets is adjusted pursuant to the requirements of Treasury Regulations Section 1.704-1(b)(2)(iv)(f), then subsequent

allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Book Value in the same manner as

under Section 704(c) of the Code. The Partnership Representative shall determine all allocations pursuant to this Section 4.5(b) using any manner determined by the Partnership Representative that constitutes a

“reasonable method” under the Treasury Regulations under Section 704(c) of the Code.

allocated to the Members according to their interests in such items as determined by the Board taking into account the principles of Treasury Regulations Section 1.704-1(b)(4)(ii).

(d) Any recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions (taking into account the effect of any remedial allocations).

(e) The Members’ proportionate share of the “excess nonrecourse liabilities” of the Company, within the meaning of Treasury

Regulations Section 1.752-3(a)(3), shall be allocated to the holders of Class A Units (pro rata based upon each such holder’s Class A Percentage Interest).

(f) For purposes of Section 163(j) of the Code, the holders of Class B Units shall be allocated for each Taxable Year their

proportional share of the Company’s “excess taxable income”, within the meaning of Treasury Regulations Section 1.163(j)-1(b)(17), determined by reference to the items of gross income

allocated to the holders of Class B Units pursuant to Section 4.3(a).

(g) Allocations pursuant to this

Section 4.5 are solely for purposes of U.S. federal, state and local Taxes and shall not affect any Member’s Capital Account.

Section 4.6 Withholding and Indemnification for Payments on Behalf of a Member. The Company may withhold from

Distributions with respect to any Unit or portions thereof if it is required by applicable law to make any payment to a Governmental Entity that is specifically attributable to a Member with respect to Units held by such Person (including federal,

state or local Taxes), and each such Member authorizes the Company to withhold from or pay on behalf of or with respect to such Member any such payment that the Company is required to withhold or pay with respect to any amount distributable or

allocable to such Member with respect to Units held by such Person pursuant to this Agreement; provided, however, that prior to such withholding or making any such payment on behalf of a Class B Member (or any direct or indirect

owner thereof), the Company shall use commercially reasonable efforts to provide the Class B Representative with prompt written notice of the basis for and amount of such withholding or payment and shall reasonably cooperate with the applicable

Class B Member (at such Class B Member’s expense) to reduce or obtain an exemption from such withholding or payment to the extent permitted by applicable law. Any taxes, penalties and interest payable under the Partnership Tax Audit

Rules by the Company or any fiscally transparent entity in which the Company owns an interest shall be treated as specifically attributable to the Members, and the Board shall use commercially reasonable efforts to allocate the burden of (or any

diminution in distributable proceeds resulting from) any such taxes, penalties or interest to the Members to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise) as reasonably

determined by the Board. Any amounts withheld from, paid on behalf of or otherwise specifically attributable to any Member pursuant to this Section 4.6 will be treated as having been distributed to such Member. To the

extent that the cumulative amount withheld or paid for any period exceeds the Distributions to which such Member is entitled for such period with respect to Units held by such Person, the Company will provide notice to such Member and

such amount will (a) be treated as having been distributed to such Member as an advance against the next Distributions that would otherwise be made to such Member with respect to Units held

by such Person, and such amount shall be satisfied by offset from such next Distributions or (b) if requested in writing by the Board, be contributed by such Member to the Company within fifteen (15) days of demand therefor. If a Member

fails to comply with its obligation to contribute to the Company pursuant to clause (b) above, such Member shall indemnify the Company in full for the entire amount paid by the Company (including interest, penalties and related

expenses). Each Member will furnish the Board with such information as may reasonably be requested by the Board from time to time to determine whether withholding is required and the amount thereof, and each Member will promptly notify the Board if

such Member determines at any time that it is subject to withholding. A Member’s obligation to indemnify and make contributions to the Company under this Section 4.6 shall survive (i) the termination,

dissolution, liquidation, cancellation, and winding up of the Company, and for purposes of this Section 4.6, to the fullest extent permitted by applicable law, the Company shall be treated as continuing in existence and

(ii) such Member ceasing to be a Member. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 4.6 if a Member does not comply with the provisions in this

Section 4.6, including instituting a lawsuit to collect such amounts required to be paid to the Company or otherwise borne by such Member, with interest calculated at a rate equal to the Prime Rate plus three

(3) percentage points per annum (but not in excess of the highest rate per annum permitted by applicable law), compounded on the last day of each Fiscal Quarter.

Section 4.7 ONEOK OpCo Distributions.

(a) If the board of managers of ONEOK OpCo (in its sole discretion) determines to make a distribution for any Fiscal Quarter, ONEOK OpCo shall

make (and the Class A Member and the Company shall, directly or indirectly, cause ONEOK OpCo to make) a distribution to the Company on the Quarterly Payment Date with respect to such Fiscal Quarter equal to (i) Available Cash for such

Fiscal Quarter or (ii) such greater amount as determined by the board of managers of ONEOK OpCo (in its sole discretion) (the amount of such distribution made to the Company, “Total Cash”); provided, however,

that if a Regular Distribution Trigger occurs, then ONEOK OpCo shall make (and the Class A Member and the Company shall, directly or indirectly, cause ONEOK OpCo to make) a distribution of Total Cash to the Company on the next Quarterly Payment

Date.

(b) The board of managers of ONEOK OpCo (in its sole discretion) shall have the right to declare special distributions and, if so

declared, ONEOK OpCo shall make a special distribution to the Company.

Section 4.8 Order of

Distributions. For the avoidance of doubt, on any Payment Date, any distribution by ONEOK OpCo to the Company shall occur prior to any Distribution by the Company to its Members, and any Distribution by the Company to its Members shall occur

prior to the payment of any dividend by ONEOK to its shareholders.

Section 4.9 Company Contributions.

For the avoidance of doubt, the Board (in its sole discretion) shall have the right to cause the Company to contribute to ONEOK OpCo any cash received by the Company that is not distributed to the Members in accordance with this Agreement.

ARTICLE V

MANAGEMENT

Section 5.1 Management of the Company. Subject to the terms and provisions hereof, the Board of

Managers of the Company (the “Board,” and each member of the Board, a “Manager”) shall oversee, direct and manage the activities of the Company. The Board shall, without limiting the generality of this

Section 5.1, in addition to constituting a “manager” of the Company as defined in the Act and possessing the powers now or hereafter granted under the Act or which are granted to the Board under any other

provisions of this Agreement, have full power and authority to do all things deemed necessary, convenient or desirable by it to conduct the business and affairs of the Company and its Subsidiaries (without any vote or consent of any Member or any

other Person, except as expressly provided in this Agreement), subject to the terms and provisions hereof. Subject to any express limitations contained in this Agreement, including Section 5.6, this Agreement shall be

construed with the presumption in favor of the grant of power and authority to the Board. The enumeration and definition of particular powers of the Board included in this Agreement shall in no way be construed or deemed by inference or otherwise in

any manner to exclude or limit the powers conferred upon the Board under the general laws of the State of Delaware or any other applicable laws. Notwithstanding anything to the contrary contained in this Agreement, the Board shall not, and shall

cause the Company not to (and shall cause the Company to cause each of its Subsidiaries not to), take any actions prohibited by Section 5.6 or other provisions of this Agreement requiring the consent of a Member without

obtaining the requisite approvals thereunder.

Section 5.2 Board Composition; Term; Removal; Vacancies.

(a) The Board shall initially consist of three Managers, all of whom shall be appointed by the Class A Member. Each Manager

appointed to the Board shall serve until his or her successor is duly appointed or until his or her earlier death, removal or resignation. As of the Execution Date, the initial Managers are as set forth on Schedule II.

(b) Any Manager may resign at any time by delivering a written notice to the Company. Such resignation shall be effective upon receipt of such

written notice unless it is specified in such notice to be effective at some other time or upon the happening of some other event and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any

Manager may be removed from the Board or any committee thereof at any time and with or without cause by the Class A Member. The removal of a Manager by the Class A Member shall be effective upon delivery of notice thereof to the Company

and each of the remaining Managers. Any vacancy on the Board or any committee thereof because of resignation, death or removal of a Manager will be filled only by a new Manager appointed by Class A Member. If Class A Member fails to

appoint a Manager pursuant to this Section 5.2, such position on the Board or committee thereof shall remain vacant until Class A Member exercises its right to appoint a Manager as provided herein. Any vacancy on the

Board shall not be counted for purposes of determining whether a quorum is present under this Agreement.

Section 5.3 Board Actions; Meetings. Regular meetings of

the Board shall be held no less than once each calendar quarter on such dates and at such times as shall be determined by the Board in accordance with the notice provisions in this Section 5.3. Special meetings of the Board

may be called by any Manager, and special meetings of any committee may be called by any Manager on such committee. Meetings of the Board and any committee thereof shall be held telephonically or virtually, or in such other manner or place as may be

determined by the Board or such committee. Notice of each meeting of the Board or any committee thereof stating the date, location, time and purpose of such meeting shall be given to each Manager of the Board or committee member, as applicable, by

hand, telephone, e-mail, overnight courier or the United States mail not less than five (5) days, with respect to regular meetings, or twenty-four (24) hours, with respect to special meetings, and

not more than fifty (50) days prior to such meeting. Notice may be waived before or after a meeting or by attendance without protest at such meeting. The Board or any committee thereof may adopt such other procedures governing meetings and the

conduct of business at such meetings as it shall deem appropriate. At all duly noticed meetings of the Board and any committee thereof, the presence of a majority of the Managers entitled to vote at such meeting shall constitute a quorum for the

transaction of business. Participation by a Manager in a meeting in accordance with this Section 5.3 shall constitute presence in person at the meeting. If a quorum is not present at any meeting of the Board or any

committee thereof, the Managers present thereat may adjourn the meeting and reconvene on a date determined by the Managers present at that meeting to a date not less than twenty-four (24) hours later and not more than sixty (60) days later

with notice provided to the Board not less than twenty-four (24) hours before the reconvened meeting, until a quorum is present. A Manager may be counted as present for purposes of a quorum at a meeting of the Board or a committee thereof if

another Manager appointed by the same Member is present at such Board or committee meeting. Each Manager shall have one vote on all matters submitted to the Board or any committee thereof, as applicable; provided, however, that any

Manager shall be entitled to vote on behalf of any other Manager that is not present if such other Manager was appointed by the same Member. Unless otherwise expressly provided in this Agreement, including Section 5.6,

approval by the majority of the Board or members of a committee, as applicable, taken at a duly convened meeting at which a quorum is present, shall be required for any act of the Board or such committee, as applicable.

Section 5.4 Actions by Consent. The actions by the Board or any committee thereof may be taken (a) by

vote of the Board or such committee at a meeting thereof at which a quorum is present or (b) by written consent, so long as such written consent is executed by a majority of the Board or members of such committee (unless otherwise expressly

provided in this Agreement).

Section 5.5 Minutes. All decisions and resolutions of the Board shall be

reported in the minutes of the Company, which shall state the date and the resolutions approved by the Board. The minutes of the Company shall be kept at the principal office of the Company.

Section 5.6 Class B Representative Approval.

(a) Notwithstanding anything to the contrary in this Agreement (other than as set forth in Section 5.6(d)),

for so long as any Class B Units remain outstanding, the Company shall (and the Class A Member shall cause the Board to) obtain the approval of the Class B Representative (“Class B Representative

Approval”) prior to any member of the Company Group identified below, the Board or any officer, agent or other representative of such Company Group identified below taking any of the actions set forth in this

Section 5.6(a) (including authorizing or approving, or entering into any binding agreement with respect to or otherwise committing to do any such actions), and any such action taken without Class B Representative

Approval shall be null and void ab initio and of no force or effect:

(i) the Company Group engaging in any material line of

business substantially different from (A) (x) those lines of business conducted by the Company Group on the Execution Date or (y) any business reasonably related, incidental or complementary to such lines of business and (B) any

reasonable extension, development or expansion of the business described in clause (A), including lines of business relating to the energy transition or transformation;

(ii) the Company or any of its “significant subsidiaries” (as defined in Rule 1-02(w) of Regulation S-X as in effect as of the Execution Date) electing (or changing any election) to be treated as an entity other than a partnership or disregarded entity

for U.S. federal income tax purposes;

(iii) the Company distributing any assets to the Members (or other holders of Units) in any medium

other than cash (it being understood that accruals under Section 4.1 shall occur without the necessity of consent by any Person);

(iv) except as contemplated pursuant to Article IV, the Company making any payments or Distributions to, or effecting any redemptions

in respect of, Units, in each case, prior to the redemption or liquidation of all Class B Units in accordance with the terms hereof, unless such redemption or liquidation is with respect to all Class B Units;

(v) any member of the Company Group, directly or indirectly, creating, granting, issuing or otherwise exchanging any Equity Securities that

(A) have a liquidation preference senior to or on par with the Class B Units, (B) have any rights (other than immaterial rights) that are more favorable (other than in a de minimis manner) than the Class B Units,

(C) require the Company to pay Distributions that will have priority to or parity with Distributions payable on the Class B Units (other than Class A Units issued in accordance with this Agreement), or (D) have rights to

dividends or distributions that would reduce the Class B Units’ Distributions hereunder, in each case, other than in connection with (a) joint ventures, partnerships or other similar arrangements formed or entered into by

Subsidiaries of ONEOK OpCo or (b) the formation of wholly owned subsidiaries of ONEOK OpCo or any of its Subsidiaries in the ordinary course of business;

(vi) subject to Section 12.4, any amendment of, or waiver by the Company of, any of the provisions of this

Agreement;

(vii) the Company incurring, guaranteeing or assuming indebtedness for borrowed money;

(viii) the Company or any of its “significant subsidiaries” (as defined in Rule 1-02(w)

of Regulation S-X as in effect as of the Execution Date) voluntarily effecting any Bankruptcy Event, dissolution, liquidation or winding up; provided, that Class B Representative Approval shall not

be required for internal reorganization transactions that do not materially and adversely affect the Company or the Class B Member; provided, further, that solely with respect to any such Bankruptcy Event, dissolution, liquidation

or winding up of a significant subsidiary of

the Company (but not a Bankruptcy Event of the Company), Class B Representative Approval shall not be required to the extent the board of directors of the Class A TopCo determines, in

good faith and after consultation with outside legal counsel, that the imposition of such approval requirement would be inconsistent with the fiduciary duties of the board of directors of the Class A TopCo under applicable law;

(ix) the Company effecting a merger, divisive merger, consolidation, public offering, business combination, reorganization or sale of the

Company or a sale of all or substantially all of the assets of the Company, whether in any one transaction or a series of related transactions; provided, for the avoidance of doubt, that this clause (ix) shall not apply to any

ONEOK Parent Transaction;

(x) the Company creating, incurring, assuming or granting any lien or encumbrance on its assets in excess of

$100,000,000;

(xi) any member of the Company Group entering into or amending (other than ministerial amendments) (A) any Material

Affiliate Contract other than on arms’ length terms (provided that the Company shall provide the Class B Representative with notice of and a copy of any such Material Affiliate Contract (or amendment thereto, as applicable) prior

to any such execution, termination or amendment) that, individually or when aggregated with all other such contracts, agreements or transactions, involve payments or transfers of value to or from the Company or any of its Subsidiaries in excess of

$20,000,000 in the aggregate in any fiscal year, (B) any loan or other financing provided by any member of the Company Group to the Class A Member or any of its Affiliates (excluding the Company Group) or (C) any acquisition of any

debt or equity securities of the Class A Member or any of its Affiliates (excluding the Company Group);

(xii) any member of the

Company Group amending (other than ministerial amendments) or terminating any Specified Affiliate Contract;

(xiii) the Company and any

of its Subsidiaries making any material change to their respective accounting policies, other than changes required by GAAP or other accounting principles or regulatory policy, or the interpretation or enforcement thereof;

(xiv) the Company entering into, amending, modifying or terminating any of its material Contracts;

(xv) the Company settling any litigation (A) in which the Company is the sole named defendant or plaintiff and no other member of the

Company Group is a party or (B) which would have a disproportionate material and adverse impact on the Company relative to Class A TopCo and the Company Group;

(xvi) making any tax decision with respect to the Company or any of its Subsidiaries that would reasonably be expected to have a material and

adverse impact on the allocations to the holders of Class B Units pursuant to Section 4.3(a) or Section 4.5(f); or

(xvii) the Company making any loan, advance or extension of credit to any Person other than deposits with financial institutions in the

ordinary course of business.

(b) To the extent that any action set forth in

Section 5.6(a) applies to actions taken by, or in respect of, any member of the Company Group (other than actions that apply solely to the Company or any of its “significant subsidiaries”

(as defined in Rule 1-02(w) of Regulation S-X as in effect as of the Execution Date)), the obligation to obtain Class B Representative Approval shall also require

that the Class A Member and the Company each use (or cause the applicable member of the Company Group to use) commercially reasonable efforts to exercise its contractual, governance, voting, board designation or other rights exercisable with

respect to the taking of such action to cause each Material Unconsolidated Subsidiary to comply with such restrictions set forth in Section 5.6(a). Each of the Parties acknowledges and agrees that the obligations of the

Class A Member and the Company under this Section 5.6(b) are limited to the actions the Class A Member or the Company or its applicable Subsidiary, as applicable, has the legal, contractual or other right to take

with respect to a given Material Unconsolidated Subsidiary, it being further acknowledged and agreed that neither the Class A Member nor the Company may have sufficient power or contractual rights to cause every Material Unconsolidated

Subsidiary to comply with such restrictions, and neither the Class A Member nor the Company shall be deemed in breach of this Agreement solely as a result of a Material Unconsolidated Subsidiary’s failure to comply with such restrictions

so long as the Class A Member and the Company have complied with their obligations under the first sentence of this Section 5.6(b).

(c) For any actions that require Class B Representative Approval, the Company shall deliver to the Class B Representative a written

request for consent to take such action (a “Consent Request”) at each email address set forth on Schedule I (as the same may be updated from time to time by written notice from the Class B Representative to the

Company), which Consent Request should include reasonably detailed information regarding the proposed action. No later than the twentieth (20th) Business Day following receipt of a Consent Request

(such twenty (20) Business Day period, as may be extended by the mutual agreement of the Parties, a “Response Deadline”), the Class B Representative shall deliver to the Company a written response (email being

sufficient) to such Consent Request (a “Consent Response”). If the Class B Representative fails to deliver any Consent Response by the Response Deadline, the failure to respond shall constitute an irrevocable Class B

Representative Approval with respect to the action set forth in the Consent Request.

(d) Notwithstanding anything to the contrary in this

Agreement, neither Class B Representative Approval nor any other approval by any Class B Member shall be required in respect of any action by any member of the Company Group or any officer, agent or representative of the Company on behalf

of the Company Group if such action is consummated (i) prior to the eighth (8th) anniversary of the Execution Date and results in the receipt by all holders of Class B Units of a total

amount equal to the Buyout Amount calculated as if such action were occurring on the eighth (8th) anniversary of the Execution Date (ii) prior to the fifteenth (15th) anniversary of the

Execution Date and results in the receipt by all holders of Class B Units of a total amount equal to the Buyout Amount or (iii) on or after the fifteenth (15th) anniversary of the

Execution Date and results in the receipt by all holders of Class B Units of the Sale Right Amount.

Section 5.7 Committees. The Board (in its sole discretion) may establish one or more committees of the Board

by resolution, with such responsibilities and authority as determined by the Board in the resolutions establishing such committee. Any committee of the Board, to the extent provided in the enabling resolution and until dissolved by the Board, shall

have and may exercise any or all of the authority of the Board delegated to it. The Board may dissolve any committee at any time.

Section 5.8 Limitation of Liability; Manager Insurance.

(a) Except as otherwise provided herein or in any agreement entered into by such Person and the Company and to the maximum extent

permitted by the Act, no present or former Manager, nor any such Manager’s Affiliates, nor any of their employees, directors, agents or representatives, shall be liable to the Company or to any Member for any losses sustained or liabilities

incurred as a result of any act or omission performed or omitted by such Person in its capacity as Manager, or otherwise; provided, however, except as otherwise provided herein, such limitation of liability shall not apply to the

extent the act or omission was attributable to such Person’s actual fraud, willful misconduct, knowing violation of law, or breach of this Agreement, in each case as determined by a final judgment, order or decree of an arbitrator or a court

of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Each Manager shall be entitled to rely, and shall incur no liability in acting or refraining

from acting, upon (i) the advice of legal counsel, independent public accountants and other experts, including financial advisors, and (ii) any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,

order, bond, debenture, paper, document, signature or writing reasonably believed by it to be genuine, and any certificate signed by an officer, agent or representative of any Person in order to ascertain any fact with respect to such Person or

within such Person’s knowledge and, in each case, any act of or failure to act by such Manager in good faith reliance on such advice or documentation shall in no event subject such Manager or any of such Manager’s Affiliates, employees,

agents or representatives to liability to the Company or any Member for any losses sustained or liabilities incurred as a result thereof, or otherwise.

(b) Notwithstanding anything in this Agreement to the contrary, nothing in Section 5.8(a) shall limit or waive any

claims, actions, rights to sue, other remedies or other recourse the Company, any Member or any other Person may have against any Member or Manager for a breach of contract claim relating to any binding agreement, including this Agreement.

(c) The Company (or the Class A Member) shall obtain and maintain, at its sole cost and expense, director and officer insurance on behalf

of the directors and officers of the Company Group, which director and officer insurance shall be with an underwriter or underwriters, and having coverage limits and other terms and conditions, reasonably acceptable to the Board.

Section 5.9 Officers.

(a) The officers of the Company shall be such officers as the Board from time to time may deem proper. All officers of the Company shall be

appointed by the Board. All officers shall each have such powers and duties as generally pertain to their respective offices or as may be prescribed by the Board.

(b) Each officer shall hold office until such person’s successor shall have been duly

elected and qualified or until such person’s death or until he shall resign or be removed pursuant to Section 5.9(c).

(c) Any officer elected, or agent appointed, by the Board may be removed, with or without cause, by the Board whenever, in its judgment, the

best interests of the Company would be served thereby. No elected officer shall have any contractual rights against the Company for compensation by virtue of such election beyond the date of the election of such person’s successor, such

person’s death, such person’s resignation or such person’s removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

(d) A newly created office and a vacancy in any office because of death, resignation or removal may be filled by the Board for the unexpired

portion of the term.

ARTICLE VI

EXCULPATION AND INDEMNIFICATION; DUTIES

Section 6.1 Indemnification.

(a) Subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Company

from and against any and all losses, claims, damages, joint or several liabilities, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or

completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (a “Proceeding”), in which any Indemnitee may be involved, or

is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining from acting) in such capacity; provided, however, that the Indemnitee shall not be indemnified and held harmless

pursuant to this Agreement to the extent the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement was attributable to such Indemnitee’s actual fraud, willful misconduct, knowing violation of law, or breach of

this Agreement, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been

perfected). Any indemnification pursuant to this Section 6.1 shall be made only out of the assets of the Company, it being agreed that the Members shall not be liable for such indemnification and shall have no obligation to

contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(b) Any right to

indemnification conferred in this Section 6.1 shall include a limited right to be paid or reimbursed by the Company for any and all reasonable expenses as they are incurred by an Indemnitee entitled or authorized to be

indemnified under this Section 6.1 who is, or is threatened to be, made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to such

Indemnitee’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such Indemnitee in advance of final disposition of a Proceeding shall be made only upon delivery to the

Company of (i) a written affirmation by such Indemnitee of its good faith belief that such Indemnitee has met the requirements necessary for indemnification under this Section 6.1 and (ii) a written undertaking by

or on behalf of such Indemnitee to promptly repay all amounts so advanced if it shall ultimately be determined that such Person is not entitled to be indemnified under this Section 6.1 or otherwise.

(i) be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the Members, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an

Indemnitee and as to actions in any other capacity, (ii) continue as to an Indemnitee who has ceased to serve in such capacity, and (iii) inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) Without limiting the Company’s obligation to procure director and officer insurance pursuant to

Section 5.8(c), the Company may purchase and maintain insurance, on behalf of the Company, its Affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted

against, or expense that may be incurred by, any such Person in connection with the Company’s or any of its Affiliate’s activities or such Person’s activities on behalf of the Company or any of its Affiliates, regardless of whether

the Company would have the power or the obligation to indemnify such Person against such liability under the provisions of this Agreement.

(e) The provisions of this Section 6.1 are for the benefit of the Indemnitees and their heirs, successors, assigns,

executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(f) Any amendment,

modification or repeal of this Section 6.1 or any provision hereof shall be prospective only and shall not in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by

the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 6.1 as in effect immediately prior to such amendment, modification or repeal with

respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(g) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 6.1(a), THE PROVISIONS

OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 6.1 ARE INTENDED BY THE MEMBERS TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH

PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.

Section 6.2 Liability of Indemnitees.

(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Company,

the Members, any Substituted Member or any Additional Member, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless the act or omission was attributable to such Indemnitee’s actual fraud,

willful misconduct, knowing violation of law, or breach of this Agreement, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the

time for appeal therefrom has expired and no appeal has been perfected).

(b) Any amendment, modification or repeal of this Section 6.2 or

any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 6.2 as in effect immediately prior to such amendment, modification or

repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 6.3 Duties.

(a) To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Managers

(each in his or her capacity as a Manager) shall owe no fiduciary or similar duty or obligation whatsoever to the Company, any Member or other holder of Units or any other Person. Whenever the Board, or any committee thereof, makes a determination

or takes or declines to take any other action, then, unless another express standard is provided for in this Agreement (including, for the avoidance of doubt, as provided in the preceding sentence), the Board, or such committee (as the case may be),

shall make such determination or take or decline to take such other action in good faith and shall not be subject to any higher standard contemplated hereby or under the Act or any other law or at equity. A determination, other action or failure to

act by the Board or any committee thereof (as the case may be) will be deemed to be in good faith unless it is established that the Board or any committee thereof (as the case may be), at the time of such determination, other action or failure to

act, believed such determination, other action or failure to act was adverse to the interests of the Company. In any proceeding brought by the Company, any Member or any Person who acquires an interest in a Unit or any other Person who is bound by

this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith. Notwithstanding the

foregoing, to the fullest extent permitted by law, including Section 18-1101(e) of the Act, no Manager shall be liable to the Company, any Member or other holder of Units or any other Person for breach of

duties (including fiduciary duties), unless the act or omission of the Manager was attributable to such Manager’s actual fraud, willful misconduct or knowing violation of law, or breach of this Agreement, in each case as determined by a final

judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected).

(b) To the extent that, at law or in equity, a Member (in its capacity as such) owes any duties (including fiduciary duties) to the Company,

any other Member or other holder of Units or any other Person pursuant to applicable laws or this Agreement, such duty is hereby eliminated to the fullest extent permitted pursuant to law, including

Section 18-1101(c) of the Act, it being the intent of the Members that to the extent permitted by law and except to the extent another express standard is specified elsewhere in this Agreement, no Member

(in its capacity as such) shall owe any duties of any nature whatsoever to the Company, the other Members or any other holders of Units or any other Person, other than the duty of good faith and fair dealing, and each Member may decide or determine

any matter in its sole and absolute discretion taking into

account solely its interests and those of its Affiliates (excluding the Company and its Subsidiaries) subject to the duty of good faith and fair dealing. To the fullest extent permitted by law,

including Section 18-1101(e) of the Act, no Member shall be liable to the Company, any other Member or other holder of Units or any other Person for breach of duties (including fiduciary duties), unless

the act or omission of the Member was attributable to such Member’s actual fraud, willful misconduct, knowing violation of law, or breach of this Agreement, in each case as determined by a final judgment, order or decree of an arbitrator or a

court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected).

(c) Subject to, and as limited by the provisions of this Agreement, all officers of the Company in the performance of their duties shall act

in good faith and to the best of their abilities.

(d) The provisions of this Agreement, to the extent that they restrict, eliminate or

otherwise modify the duties (including fiduciary duties) and liabilities of the Board, an officer of the Company or a Member otherwise existing at law, in equity or by operation of the preceding sentences, are agreed by the Company and the Members

to replace such duties and liabilities of the Board, such officer or Member.

(e) The Members (in their own names and in the name and on

behalf of the Company), acknowledge, affirm and agree that (i) none of the Members would be willing to make an investment in the Company or enter into this Agreement in the absence of this Section 6.3, and

(ii) they have reviewed and understand the provisions of Section 18-1101(c) and (e) of the Act.

(f) Nothing in this Agreement is intended to or shall eliminate any implied contractual covenant of good faith and fair dealing or otherwise

relieve or discharge any Member from liability to the Company or the Members on account of any actual fraud, willful misconduct, knowing violation of law, or breach of this Agreement of or by such Member.

Section 6.4 Lack of Authority. No Member in its capacity as such has any management power over the business

and affairs of the Company or the authority or power (a) to act for or on behalf of the Company in any manner or way, (b) to bind the Company, or do any act that would be (or could be construed as) binding on the Company in any manner or

way, or (c) to make any expenditures on behalf of the Company, unless such specific authority and power has been expressly granted to and not revoked from such Member by the Board. The Members consent to the exercise by the Board of the powers

conferred on it by law and this Agreement. For the purposes of clarity, nothing in this Section 6.4 is intended to, and nothing in this Section 6.4 shall be construed to, derogate from the rights

of the Class B Members expressly contemplated by this Agreement.

Section 6.5 Corporate Opportunities.

(a) Except as otherwise provided in any other agreement or contract to which the Company is a party, (i) the Class B Member and each

officer of the Company and their respective Affiliates shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every

type or description, whether in businesses engaged in or anticipated to be engaged in by the Company, independently or with others, including business interests and activities in direct competition with the business and activities of the Company,

and none of the same shall constitute a breach of this Agreement or any duty otherwise existing at law, in equity or otherwise, to the Company or any Member, and (ii) none of the Company, any Member or any other Person shall have any rights by

virtue of this Agreement or the business relationship established hereby in any business ventures of the Class B Member or any officer of the Company and their respective Affiliates. Notwithstanding the foregoing, the Class A TopCo and its

Subsidiaries shall not, directly or indirectly, pursue or make any investments in any Person, or otherwise operate or engage in any business or activities, in each case, other than through the Company and its Subsidiaries, and, in furtherance of and

without limiting the foregoing (x) the Company shall not form or otherwise have any direct Subsidiaries other than ONEOK OpCo; (y) Class A TopCo and its Controlled Affiliates shall hold ONEOK OpCo and each of its Subsidiaries

(directly or indirectly, as applicable) exclusively through the Company; and (z) none of the Class A TopCo or any of its Controlled Affiliates or Subsidiaries shall hold any equity interests, directly or indirectly, in any other operating

business.

(b) None of the Company, the Class B Member or their respective Affiliates shall have any duty (contractual or otherwise)

to communicate or present any corporate opportunities to the Company, any Member or their respective Affiliates or to refrain from any actions specified in Section 6.5(a). The Company, on its own behalf and on behalf of its

Affiliates and Members, irrevocably waives any right to require the Class B Member or its Affiliates to act in a manner inconsistent with the provisions of this Section 6.5(b). Except as provided for herein, no

Class B Member or its Affiliates shall be liable to the Company, any other Member or their respective Affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this

Section 6.5 or by reason of any such Person’s participation in any activities or omissions of the types referred to in this Section 6.5.

Section 6.6 Breach of Material Affiliate Contracts.

(a) In the event of any material breach or material default by Class A TopCo or any of its Affiliates that is not a member of the Company

Group under a Material Affiliate Contract, (i) the Company shall promptly give written notice to the Class B Representative detailing such material breach or material default, together with copies of any material notices, correspondence or

other documentation relating thereto, including with reasonable specificity the facts and circumstances alleged to have resulted in such material breach or material default and (ii) the Class B Representative may request in writing that

the Company deliver such notice, setting forth in reasonable detail (to the extent actually available to the Class B Representative) the facts and circumstances giving rise to the alleged material breach or material default. Upon receipt of

such notice or request, as applicable, the breaching party (or the Member affiliated with such breaching party, if applicable) shall have sixty (60) days (or such shorter cure period as provided for under the relevant Material Affiliate

Contract) to cure any such material breach or material default; provided, however, that the cure period shall be extended to up to ninety (90) days so long as the breaching party (or the Member affiliated with such breaching party) is

diligently pursuing such cure.

(b) If, following the applicable cure period (including any extensions in accordance with

Section 6.6(a)), such material breach or material default has not been cured, the Class B Representative shall be entitled to cause the Company or its applicable Subsidiary to enforce its rights and remedies in respect

of such material breach or material default, without the requirement of approval by the Board or any other Person, and the Company shall, and shall cause its applicable Subsidiaries to, take such actions as the Class B Representative may

reasonably direct to enforce such rights and remedies, in each case, acting reasonably and in good faith and in a manner that does not require the Company or any of its Subsidiaries to (i) violate applicable Law, or (ii) breach any

Contract (other than the applicable Material Affiliate Contract) to which it is a party in a manner that is materially adverse to the Company as compared to the breach of the applicable Material Affiliate Contract. If the Class B Representative

does not commence such enforcement action (or otherwise engage in writing with the applicable counterparty to such Material Affiliate Contract) regarding such breach within one hundred twenty (120) days after the expiration of the

applicable cure period (as extended), the Class B Representative’s rights under this Section 6.6(b) with respect to the applicable material breach or material default (in each case, solely to the extent specified

in the applicable notice of such material breach or material default) shall lapse. For the avoidance of doubt, any breach or default under any Material Affiliate Contract that would, with or without notice or the passage of time, provide a

party with a right to terminate, or otherwise result in a suspension or termination of, such Material Affiliate Contract, shall be deemed to be “material” for purposes of this Section 6.6.

(c) The reasonable costs and expenses incurred by the Class B Representative in connection with any enforcement action pursuant to this

Section 6.6 shall be borne by the Company if (and only if) such enforcement action results in a judgment, award, or settlement in favor of the Company or its applicable Subsidiary, or the Class B Representative

and the Company otherwise agree; provided that in no event shall the Company be responsible for such costs and expenses if it is finally determined that the enforcement action was commenced or pursued by the Class B Representative

without a good-faith basis, and the Company shall, and shall cause its applicable Subsidiaries to, provide reasonable cooperation, access to books and records, and personnel support reasonably requested by the Class B Representative in

connection with any such enforcement action (provided that the Company and its Subsidiaries shall not be required to provide access to any information that is subject to attorney-client privilege, the work product doctrine, or other applicable

privilege or protection from disclosure (other than pursuant to a customary common-interest or joint-defense agreement), and any information so provided shall be kept confidential by the Class B Representative and used solely in connection with

such enforcement action).

ARTICLE VII

BOOKS, RECORDS, ACCOUNTING AND REPORTS; INSPECTION

Section 7.1 Records and Accounting. The Company shall keep, or cause to be kept, appropriate books and

records with respect to the Company’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to Section 7.2 or pursuant to

applicable laws, on an accrual basis in accordance with GAAP.

Section 7.2 Information Rights; Reports.

(a) The Company shall deliver or cause to be delivered to each Member, no later than (x) for so long as Class A TopCo is required to

file annual reports with the SEC, the applicable filing deadline for Class A TopCo’s annual report with the SEC and (y) otherwise, ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending

December 31, 2026), (i) audited consolidated statements of income and cash flows of Class A TopCo and its Subsidiaries for such Fiscal Year, and (ii) audited consolidated balance sheets of Class A TopCo and its Subsidiaries as of

the end of such Fiscal Year, in each case, prepared in accordance with GAAP (collectively, the “Annual Statements”). All Annual Statements shall be accompanied by an opinion of an independent accounting firm of recognized national

standing.

(b) The Company shall deliver or cause to be delivered to each Member, no later than (x) for so long as Class A TopCo

is required to file quarterly reports with the SEC, the applicable filing deadline for Class A TopCo’s quarterly report with the SEC and (y) otherwise, forty-five (45) days after the end of each Fiscal Quarter (commencing with

the quarter ending September 30, 2026), (i) unaudited consolidated statements of income and cash flows of Class A TopCo and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of such Fiscal Year to the end of

such Fiscal Quarter, and (ii) unaudited consolidated balance sheets of Class A TopCo and its Subsidiaries as of the end of such Fiscal Quarter, in each case, prepared in accordance with GAAP (subject to normal year-end audit adjustments and to any other immaterial adjustments described therein, including the notes thereto) (collectively, the “Quarterly Statements”).

(c) The Company shall deliver or cause to be delivered to the Class B Member, concurrently with delivery of each Quarterly Statement, an

officer’s certificate executed by an authorized officer of the Class A Member or the Company certifying (i) a reasonably detailed calculation of CFFO for the applicable Fiscal Quarter, including a worksheet showing each input to the

calculation of CFFO (including, to the extent applicable, (x) the determination of Qualified Sale Proceeds, including a description of any non-cash proceeds or proceeds utilized for the repayment of

indebtedness or the acquisition of assets not included in such determination, and (y) the aggregate amount of Below Threshold Sale proceeds for purposes of the Aggregate QSP Threshold as of such date) and the calculation of the Initial

Class B Distribution Amount, Revised Class B Distribution Amount, Company Leverage Ratio and any related Distribution payable to the Class B Member for such Fiscal Quarter, as applicable, (ii) as of the last day of such Fiscal

Quarter, the Class B Outstanding Balance, the Class B Return Component for such Fiscal Quarter, the Class B Principal Reduction Amount for such Fiscal Quarter and the applicable Class B Redemption Price, and (iii) beginning

with the earlier of (A) the Base Capital Period (if prior to the eighth (8th) anniversary of the Execution Date) and (B) the period beginning on the eighth (8th) anniversary of the Execution Date, the then-current Buyout Amount. In

addition, the officer’s certificate delivered concurrently with the Quarterly Statement for the fourth Fiscal Quarter of each Fiscal Year shall include an accounting and reasonable description of amounts reimbursed to the Class A Member

or paid on its behalf by ONEOK OpCo pursuant to Section 2.2 of the Expense Agreement for such Fiscal Year. Without limiting the foregoing, the Company shall cause the Quarterly Statement for the Fiscal Quarter ended December 31, 2026 to

include a statement of CFFO for each of the Fiscal Quarters in calendar year 2026 (determined, solely for purposes of this Section 7.2(c), without giving effect to any non-recurring

or unusual gains or expenses (including in respect of the Investor Contribution).

(d) The Company shall deliver or cause to be delivered to each Member, promptly upon the

reasonable request of such Member, such other reports and information (in any form, electronic or otherwise) in order for such Member to (i) complete any management report on internal control over financial reporting, any certification of

disclosure under applicable law or any attestation by an independent auditor with respect to any of the foregoing or (ii) reasonably ensure that the Company and the Class A Member have complied with their respective obligations to the

Class B Member pursuant to this Agreement.

(e) The Company shall deliver or cause to be delivered to the Class B Member the

annual budget for the Company Group promptly following approval thereof by the Board or Class A TopCo’s board of directors, as applicable, and, in any event, no later than ten (10) Business Days following such approval, together with

any material amendment, supplement or modification thereto promptly following approval thereof.

(f) The Company shall deliver or cause to

be delivered to the Class B Member copies of all reports provided to lenders under any financing agreements of the Company Group promptly following delivery thereof to such lenders; provided that the foregoing shall not require delivery

of reports provided solely pursuant to the revolving credit facility, term loan or indentures of Class A TopCo or its Subsidiaries, except to the extent such reports are otherwise required to be delivered pursuant to this

Section 7.2.

(g) The Company shall deliver or cause to be delivered to the Class B Member a copy of the

ONEOK Report promptly following delivery thereof to the board of directors (or similar governing body) of the Class A TopCo; provided, that if the Equity Securities of the Class A TopCo are no longer registered under the Exchange

Act, then the Company shall provide to the Class B Member such additional information as may be reasonably requested by the Class B Member’s rating agencies, but only to the extent such information is reasonably applicable to the

Company Group and relevant to the applicable rating inquiry; provided, further, that the Class B Member shall ensure that any such rating agency is subject to customary confidentiality undertakings no less protective than those

set forth in Section 12.2(a), and the restriction on the disclosure of Confidential Information to rating agencies set forth in the proviso to Section 12.2(a)(vi) shall not apply to such additional

information solely to the extent provided in accordance with this proviso.

(h) The Company shall be deemed to have complied with

Section 7.2(a) and Section 7.2(b) (as applicable) to the extent that such financial statements and opinions are filed with the SEC via the Electronic Data Gathering, Analysis, and Retrieval system

(or any successor electronic delivery procedure).

Section 7.3 Accounts. The Company shall establish and

maintain one or more separate bank and investment accounts and arrangements for Company funds in the Company’s name with financial institutions and firms that the Company may determine. All such accounts shall be and remain the property of the

Company and all funds shall be received, held and disbursed for the purposes specified in this Agreement.

Section 7.4 Public Disclosure. No press release or public

announcement related to the Company, any of the Company’s Subsidiaries, this Agreement or the transactions contemplated herein or any other announcement or communication shall be issued or made by any Member, a Manager, the Company or any of

its Subsidiaries without the advance approval of the Board. The foregoing restriction shall not apply to the extent that the disclosing Member, Manager, the Company or relevant Subsidiary is making such communication (a) pursuant to a

requirement under law (pursuant to the advice of counsel), including (i) any of such Person’s bona fide financial or public reporting obligations under applicable law and (ii) the rules and regulations of any securities exchange

(including reasonable and customary disclosures of non-competitively sensitive information, as determined by such disclosing Person in its reasonable discretion, in response to questions on earnings calls)

((i) and (ii), collectively, “Reporting Obligations”) or (b) that is consistent with the contents of any press release or public announcement previously approved pursuant to this Section 7.4. Except

to the extent required by law (pursuant to the advice of counsel), including Reporting Obligations, Sponsor shall be provided a reasonable opportunity to review and provide suggested comments to the portion of any press release, public announcement

or other disclosure that contains the name of Sponsor or any of its Affiliates unless such press release, public announcement or other disclosure is generally consistent with the contents of a prior press release, public announcement or other

disclosure for which Sponsor was provided a reasonable opportunity to review and comment.

ARTICLE VIII

TAX MATTERS

Section 8.1 Preparation of Tax Returns. The Company shall cause to be prepared and timely filed all necessary

federal, state and local Tax Returns for the Company. The Company shall provide each Member and, in the case of clauses (a) and (b) below, each Person who was a Member at any time during a taxable year, with (a) an estimated K-1 no later than sixty (60) days after the end of the applicable taxable year, (b) a final K-1 no later than two hundred ten (210) days after the end of the

applicable taxable year and (c) information reasonably requested by such Member to allow it to calculate its federal and state quarterly estimated tax payments for the second, third and fourth quarter of the applicable taxable year no later

than twenty (20) days prior to the due date of the applicable federal quarterly estimated tax payment. Each Member agrees that it shall not, without the prior written consent of the Board (such consent not to be unreasonably withheld,

conditioned or delayed), (x) treat, on its own income Tax Returns, any item of income, gain, loss, deduction or credit relating to its interest in the Company in a manner inconsistent with the treatment of such items by the Company as reflected on

the final K-1 or other information statement furnished to such Member or (y) file any claim for a refund relating to any such item based on, or which would result in, such inconsistent treatment.

Section 8.2 Tax Elections.

(a) The Company shall make the following elections:

(i) to elect the calendar year as the Company’s Fiscal Year;

(ii) to elect the accrual method of accounting;

(iii) if requested by a Member, to elect, in accordance with Section 754 of the Code

and applicable Treasury Regulations and comparable state law provisions, to adjust basis in the event any interest of the Company is transferred in accordance with this Agreement or any Company property is distributed to any Member;

(iv) to elect to deduct and amortize all costs of the Company to the extent permitted under Section 709 of the Code; and

(v) subject to Section 5.6(a) and Section 8.3, any other elections determined by the

Partnership Representative.

(b) Each Member will, upon reasonable request, supply any information necessary to give proper effect to any

elections made by the Company.

Section 8.3 Tax Controversies. Class A TopCo or its designee shall

be the Partnership Representative for purposes of the Partnership Tax Audit Rules. If the Partnership Representative is not a natural person, the Partnership Representative shall designate a “designated individual” to act on behalf of

the Partnership Representative and such designated individual shall be subject to replacement by the Partnership Representative in accordance with Treasury Regulations Section 301.6223-1, and the

Partnership Representative shall be responsible for the actions of the “designated individual” in their capacity as such. In addition, (a) the Board is authorized to take, or cause the Company to take, such other actions as may be

necessary or advisable pursuant to Treasury Regulations or other guidance to ratify the designation, pursuant to this Section 8.3, of Class A TopCo or its designee as the Partnership Representative, and (b) each

Member agrees to take such other actions as may be reasonably requested by the Board to ratify or confirm any such designation pursuant to this Section 8.3. The Partnership Representative is authorized to take such actions

and to execute and file all statements and forms on behalf of the Company that are approved by the Board and are permitted or required by the applicable provisions of the Partnership Tax Audit Rules (including making a

“push-out” election under Section 6226 of the Code or any analogous election under state or local Tax law and taking any actions it deems necessary or appropriate to comply with the

requirements of the Code and conduct the Company’s affairs under Sections 6221 through 6241 of the Code); provided, however, that the Partnership Representative shall make a

“push-out” election under Section 6226 of the Code or any analogous election under state or local Tax law for the Taxable Year of the Company that includes the Execution Date. For the

avoidance of doubt, any action or decision not to take any action by the Partnership Representative, the Board or the Company pursuant to Section 8.2 or this Section 8.3 shall be subject to

Section 5.6(a)(xvi). The Partnership Representative shall use commercially reasonable efforts to keep the Members reasonably informed of any material Tax audit or administrative or judicial proceeding, including promptly

notifying Members of the beginning and completion of such Tax audit or administrative or judicial proceeding involving the Company upon such notice being received by the Partnership Representative. The Partnership Representative shall comply with

any reasonable request of a Member to modify any adjustment by the Internal Revenue Service (or any state or local Taxing authority) of any item of income, gain, loss, deduction or credit of the Company under Section 6225(a) of the Code (or any

similar provision of state or local law) attributable to such Member by application of Section 6225(c) of the Code (or any similar provision of state or local law). Each Member agrees to use commercially reasonable efforts to cooperate with the

Partnership Representative in accordance with this Section 8.3 in connection

with any examination of the Company’s affairs by any U.S. federal, state, or local Tax authorities, including resulting administrative and judicial proceedings; provided,

however, that no Member shall have an obligation to file any amended Tax Return. No Member shall have any claim against the Partnership Representative, the Board or the Company for any actions taken (or any failures to take action)

by such Persons in good faith pursuant to this Agreement. Any cost or expense incurred by the Partnership Representative or designated individual in connection with its duties, including the preparation for or pursuance of administrative or judicial

proceedings, shall be paid by the Company.

ARTICLE IX

UNITS; UNIT TRANSFERS; OTHER EVENTS

Section 9.1 Record Holders. The Company shall keep a register or other records which reflect the Units.

Except as otherwise required by law, the Company shall be entitled to, and shall only, recognize the exclusive right of a Person registered on its books as the record holder of a Unit, whether or not represented by a certificate, to receive

distributions in respect of such Unit, to vote as the owner of such Unit and to be entitled to the benefits, and subject to the obligations, of this Agreement with respect to such Unit.

Section 9.2 Transfer Restrictions.

(a) The Class B Member may not Transfer any of its Units except in accordance with this Article IX.

(b) Prior to the fifteenth (15th) anniversary of the Execution Date, the Class B

Member and its Permitted Transferees shall not Transfer any of their Class B Units, in a single transaction or series of related transactions, without the prior written consent of the Class A Member, except for Permitted Transfers by the

Class B Member or its Permitted Transferees so long as such Permitted Transferee complies with Section 9.2, Section 9.4 and Section 9.5.

Class B Member may Transfer all (but not less than all) of its Class B Units, provided that such Transfer complies with Section 9.2 and Section 9.4.

(d) From and after the fifteenth (15th) anniversary of the Execution Date, if the

Class B Member desires to Transfer its Class B Units pursuant to Section 9.2(c), the Class B Member shall first offer the Class B Units to the Class A Member in the following manner:

(i) The Class B Member shall provide written notice (the “ROFO Notice”) to the Class A Member stating that the

Class B Member proposes to Transfer all of its Class B Units.

(ii) Upon receipt of the ROFO Notice, the Class A Member

shall have a period of up to thirty (30) days (the “ROFO Period”) to submit to the Class B Member an offer to acquire the Class B Units by delivering a written notice (an “Offer”) to the

Class B Member, stating that the Class A Member offers to acquire all (but not less than all) of the Class B Units on the terms specified in the Offer, which shall (A) include the Class A Member’s proposed purchase

price per Class B Unit and for the Class B Units in the aggregate, (B) be made on an “as-is, where-

is” basis (but subject to customary fundamental representations by the Class B Member pertaining to organization, authority, no conflicts (including with governing documents), valid

title and ownership, and absence of violation or default), (C) be composed solely of cash consideration, and (D) be binding upon delivery and irrevocable by the Class A Member until the end of the ROFO Consideration Period, subject to

compliance with this Agreement and applicable law. For the avoidance of doubt, in no event shall the Class A Member be required to acquire, or offer to acquire, any assets other than the Class B Units in connection with an Offer.

(iii) If the Class A Member delivers an Offer within the ROFO Period, the Class B Member shall have a period of up to thirty

(30) days from such delivery (the “ROFO Consideration Period”) to deliver a written notice to the Class A Member with notice of whether the Class B Member (A) accepts the Offer, (B) rejects the Offer and

retains the Class B Units, or (C) rejects the Offer and seeks to sell the Class B Units (the date of such notice, the “ROFO Determination Date”); provided, however, that if the Offer includes a

purchase price for the Class B Units equal to the Sale Right Amount, the Class B Member shall be required to accept the Offer.

(iv) If the Class B Member determines to accept the Offer, (A) such Transfer of the Class B Units shall be consummated on a

date that is mutually agreeable to the Class A Member and the Class B Member (and in no event later than forty-five (45) days following the ROFO Determination Date (subject to an extension of such period, if necessary, to the extent

required to obtain required approvals from Governmental Entities, in which case the consummation of such Transfer shall occur no later than five (5) days following receipt of such required approvals)), and (B) the Class B Member

shall, subject to compliance with applicable law, use commercially reasonable efforts to take or cause to be taken all such actions as may be necessary to consummate the Transfer of the Class B Units to the Class A Member, including

executing, acknowledging and delivering transfer agreements, sale agreements, escrow agreements, consents and any other documents or instruments reasonably required for such Transfer (but subject in each case to the limitations set forth in

Section 9.2(h) below).

(v) If, following compliance with this Section 9.2, either

(A) the Class A Member declines to exercise its ROFO during the ROFO Period or (B) the Class B Member rejects the Offer, then in each case, (x) the Class B Member may, for a period ending one hundred eighty

(180) days following the ROFO Period (if the Class A Member declines to exercise its ROFO during the ROFO Period) or the ROFO Determination Date (if the Class B Member rejects the Offer), enter into a definitive agreement to Transfer

all of the Class B Units, provided that any such Transfer is not for a purchase price that is equal to or less than the Offer (if made by the Class A Member), and (y) the Class A Member shall cooperate with the Class B

Member to take or cause to be taken all such actions as may be necessary to consummate the Transfer of the Class B Units. If the Class B Member has not so entered into a definitive agreement to Transfer within such period, the Class B

Member shall be required to comply ab initio with the provisions of this Section 9.2(d) in the event it desires to Transfer the Class B Units.

(vi) This Section 9.2(d) shall not apply to Transfers by the Class B Member to any of its Permitted

Transferees; provided, however, that after such Transfer, any subsequent Permitted Transferee shall be subject to the terms of this Section 9.2(d) unless such subsequent Permitted Transferee Transfers to

another Permitted Transferee.

(e) Notwithstanding anything to the contrary in this Article IX, no Transfer of Units

shall be permitted if such Transfer would:

(i) violate the then-applicable federal or state securities laws or rules and regulations of

the SEC, any state securities commission or any other Governmental Entity with jurisdiction over such Transfer;

(ii) terminate the

existence or qualification of the Company under the laws of the jurisdiction of its formation;

(iii) cause the Company to be treated as

an association taxable as a corporation for U.S. federal income tax purposes;

(iv) cause the Company to be required to register as an

investment company under the Investment Company Act of 1940, or subject the Company or any of its Subsidiaries to the Investment Advisers Act of 1940 or the Employee Retirement Income Security Act of 1974;

(v) cause the Company to be treated as a publicly-traded partnership (within the meaning of Section 7704 of the Code) for U.S. federal

income tax purposes; or

(vi) violate any other provision of this Agreement.

(f) For any Taxable Year during which there is a Transfer of any Unit, the portion of the Profits, Losses and other items of the

Company that is allocable in respect of such Member’s interest shall be apportioned between the Transferor and the Transferee of such Member’s interest using any permissible method under Section 706 of the Code and the Treasury

Regulations thereunder, as determined by the Partnership Representative.

(g) Any Transfer of Units in violation of this Agreement or

applicable law shall be void ab initio, and the Board has the power to rescind such Transfer, and no purported assignee thereof shall have any right to any Profits, Losses or Distributions of the Company.

(h) In connection with the Transfer of any Unit, (i) the holders of such Units shall take all such actions and procure and provide all

such approvals as may be required to ensure such Transfer can be effected, (ii) the holders of such Units shall provide to the Transferee and the Company customary fundamental representations pertaining to organization, authority, no conflicts

(including with governing documents), valid title and ownership, and absence of violation or default, but shall not be required by this Agreement to make any other representations or warranties, (iii) the holders of such Units shall execute and

deliver to the Company a customary release of the Company, its Members and their Affiliates in respect of such holders’ interest in the Units effective upon consummation of the Transfer, (iv) the Company shall execute and deliver to the

holders a customary release of the holders in respect of such holder’s interest effective upon consummation of the Transfer, (v) any rights of the holders in such Units (other than as expressly set forth in this Agreement) shall cease;

provided, however, that the releases provided in clauses (iii) and (iv) above shall not include a release of any claims (A) under Section 6.1, (B) under the applicable transaction document by

which the Units are Transferred or redeemed or (C) for fraud.

Section 9.3 Effect of Transfer. Any Member who shall

Transfer any Units shall cease to be a Member with respect to such Units and shall no longer have any rights or privileges of a Member with respect to such Units. For the avoidance of doubt, this Section 9.3 shall in no way

affect the rights or privileges of a Member with respect to any Units still held by such Member.

Section 9.4

Additional Restrictions on Transfer.

(a) Each Transferee of Units, as a condition precedent to the effectiveness of such Transfer,

shall execute and deliver to the Company a joinder or counterpart to this Agreement in form and substance acceptable to the Board pursuant to which such Transferee shall agree to be bound by the provisions of this Agreement.

(b) In connection with the Transfer of any Unit, the holder of such Unit will deliver written notice to the Company not less than twenty

(20) Business Days prior to the proposed Transfer describing in reasonable detail the proposed Transfer.

in any action that could facilitate the Transfer of all or any portion of the direct or indirect equity or beneficial interest in such Member by any Person (whether through Transfers or issuances of equity, assignments by operation of law by merger

or consolidation of such holder into another entity or dissolution or liquidation of such Member) with the intent to avoid the provisions of this Agreement.

(d) In order to permit the Company to qualify for the benefit of a “safe harbor” under Section 7704 of the Code,

notwithstanding anything to the contrary in this Agreement, no Transfer of any Unit or economic interest shall be permitted or recognized by the Company or the Board (within the meaning of Treasury Regulations

Section 1.7704-1(d)) if and to the extent that such Transfer would cause the Company to have more than 100 partners (within the meaning of Treasury Regulations

Section 1.7704-1(h), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3)).

(e) No holder of a Class B Unit shall Transfer or permit the Transfer of any Units to any Person set forth on Schedule III (a

“Restricted Transferee”); provided, however, that from and after the twentieth (20th) anniversary of the Execution Date, the restrictions set forth in subparts (a) and (d) of Schedule III shall cease to

apply.

Section 9.5 Transfer Fees and Expenses. The Transferor and Transferee of any Units in the Company

shall be jointly and severally obligated to reimburse the Company for all reasonable out-of-pocket expenses (including attorneys’ fees and expenses) incurred by

the Company in connection with any Transfer or proposed Transfer, whether or not consummated.

Section 9.6 No

Appraisal Rights. No Member shall be entitled to any valuation, appraisal or similar rights with respect to such Member’s Units, whether individually or as part of any class or group of Members, in the event of a merger, consolidation,

sale of the Company or other transaction involving the Company or its Equity Securities unless such rights are expressly provided by the agreement of merger, agreement of consolidation or other document effectuating such transaction.

Section 9.7 Closing Date. Any Transfer and any related

admission of a Person as a Member in compliance with this Article IX shall be deemed effective on the later of (a) the effective date of such Transfer and (b) the date on which the Board approves such Transferee as a Substituted

Member and such admission is shown on the books and records of the Company; provided, however, that in connection with a Permitted Transfer, such Permitted Transferee shall become a Substituted Member on the effective date of

such Permitted Transfer.

Section 9.8 Buyout Right.

(a) Subject to the terms provided in this Section 9.8, the Class A Member may, by providing written notice to

the Company and the holders of Class B Units at least five (5) Business Days prior to consummation of the proposed transaction (a “Buyout Event”), purchase all of Class B Units then issued and outstanding as

follows:

(i) during (A) the Base Capital Period (if prior to the eighth (8th)

anniversary of the Execution Date) and (B) the period beginning on the eighth (8th) anniversary of the Execution Date and ending on the day prior to the fifteenth (15th) anniversary of the Execution Date, in each case, by paying to the Class B Members the Buyout Amount;

(ii) during the period beginning on the fifteenth (15th) anniversary of the Execution

Date and ending on the twentieth (20th) anniversary of the Execution Date, by paying to the Class B Members the Sale Right Amount; and

(iii) for a period of twelve (12) months beginning on each subsequent fifth (5th)

anniversary of the Execution Date (for the avoidance of doubt, the first such period will begin on the twenty-fifth (25th) anniversary of the Execution Date and end on the twenty-sixth (26th) anniversary of the Execution Date) (each such 12-month period, a “Buyout Year”), by paying to the Class B Members one hundred five

percent (105.0%) of the Sale Right Amount.

(b) Notwithstanding anything to the contrary contained in this Agreement, at the option and

sole discretion of the Class A Member, the Buyout Event may be effected by a redemption of the Class B Units at the Buyout Amount or Sale Right Amount, as applicable. In the event of any such redemption, (i) the holders of such

Class B Units shall take all such actions and procure and provide all such approvals as may be required to ensure such redemption can be effected, (ii) such Class B Units shall be deemed to have been redeemed by the Company and cease

to be issued and outstanding without any further action required by the Company or any Member, (iii) the holders of such Class B Units shall execute and deliver to the Company a customary release of the Company, its Members and their

Affiliates in respect of such holders’ interest in the Company effective upon consummation of the Buyout Event, (iv) the Company shall execute and deliver to the holders a customary release of the holders in respect of such holder’s

interest effective upon redemption of the Class B Units and (v) any rights of the holders in such Class B Units (other than as set forth in Article VI, Article VII and Article VIII (in each case in respect of the

period prior to the Buyout Event)) shall cease; provided, however, that the releases provided in clauses (iii) and (iv) above shall not include a release of any claims (A) under Section 6.1, (B)

under the applicable transaction document by which the Class B Units are redeemed or (C) for fraud.

shall be subject to applicable restrictions contained in the Securities Act, the Act and in the Company’s and any of its Subsidiaries’ debt-financing agreements.

(d) If any regulatory approval, including the filing and the expiration of any waiting period under HSR Act, is required prior to the

consummation of a Buyout Event, the Class A Member and the Class B Member shall not consummate the Buyout Event until such approval has been obtained (or in the case of the HSR Act, such filing has been completed and such waiting period

has expired). The Class A Member and the Class B Member shall comply with the terms and conditions of Section 12.3 with respect to any Buyout Event.

Section 9.9 Change of Control.

(a) In the event of a Change of Control Event, the Class B Member shall have the right, exercisable in its sole discretion upon written

notice to the Class A Member delivered no later than sixty (60) days following such Change of Control Event, to require the Class A Member to purchase all (but not less than all) of the Class B Units at a purchase price equal to

(a) the Buyout Amount (if such Change of Control Event occurs on or prior to the fifteenth (15th) anniversary of the Execution Date) or (b) the Sale Right Amount (if such Change of

Control Event occurs following the fifteenth (15th) anniversary of the Execution Date).

(b) In addition to the rights set forth in

Section 9.9(a), following the consummation of any Approved Change of Control (whether or not constituting a Change of Control Event), if the Person that, following such Approved Change of Control, directly or indirectly

Controls the Class A TopCo and is not itself Controlled by any other Person (the “New Parent”):

(i) takes any

action with respect to the business of the Company and its Subsidiaries that results in (A) (x) a downgrade of at least two (2) notches and (y) a rating that is lower than Investment Grade or (B) a rating that is withdrawn or

otherwise no longer rated by the applicable Rating Agency; provided, however, that, if credit ratings for senior unsecured long-term indebtedness are no longer generally available from such Rating Agency, the Relevant Rated Entity

shall have ninety (90) days from the date such credit rating is withdrawn or the cessation of such credit rating to replace such Rating Agency and receive a rating from another Rating Agency or, if a rating of senior long-term secured

indebtedness is no longer generally available from any Rating Agency, then from any other nationally recognized statistical rating organization reasonably selected by such Relevant Rated Entity as a replacement therefor, in each case, in the credit

ratings assigned to the senior unsecured long-term indebtedness of Class A TopCo’s Relevant Rated Entity (which, as of the Execution Date, is ONEOK OpCo) by at least two (2) of the three (3) Rating Agencies (a “Post-CoC Ratings Downgrade”); or

(ii) consummates any transaction or series of transactions

between any member of the Company Group, on the one hand, and New Parent or any of its Affiliates (excluding the Company Group), on the other hand (a “Post-CoC Affiliate Transaction”), and

(A) the aggregate amount of CFFO for the four Fiscal Quarters immediately preceding such Post-CoC Affiliate Transaction, determined on a pro forma basis giving effect to such Post-CoC Affiliate Transaction and excluding any non-recurring or unusual gains or expenses (including, for the avoidance of doubt, the proceeds of the Post-CoC Affiliate Transaction) is less than (B) one hundred ten percent (110%) of the aggregate amount of CFFO for the four Fiscal Quarters ended December 31, 2026;

then, in each case of the foregoing clauses (i) and (ii), the Class B Member shall

have the right, exercisable in its sole discretion upon written notice to the Class A Member delivered no later than sixty (60) days following the date on which such Post-CoC Ratings Downgrade or Post-CoC Affiliate Transaction, as applicable, occurs, to require any of New Parent, the Company or the Class A Member (at the Class B Member’s option in its sole discretion) to purchase all (but not

less than all) of the Class B Units at a purchase price equal to (a) the Buyout Amount (if such Post-CoC Ratings Downgrade or Post-CoC Affiliate Transaction,

as applicable, occurs on or prior to the fifteenth (15th) anniversary of the Execution Date) or (b) the Sale Right Amount (if such Post-CoC Ratings Downgrade or

Post-CoC Affiliate Transaction, as applicable, occurs following the fifteenth (15th) anniversary of the Execution Date).

Section 9.10 Equity Conversion Right; Registration Rights.

(a) Equity Conversion Right. From and after the twentieth (20th) anniversary of the Execution Date, if (i) any Class B Units

remain outstanding and (ii) it is the Base Capital Period, the Class B Member shall have the right, exercisable in its sole discretion upon no less than thirty (30) days’ prior written notice to the Class A Member, to

convert all (but not less than all) of its then-outstanding Class B Units into a number of common equity securities of ONEOK (or, if ONEOK is no longer publicly traded, its publicly traded Affiliate that is consolidated with ONEOK) (such

publicly traded company, “Listed ONEOK”) (such common equity securities, the “PubCo Shares” and the conversion of Class B Units into the PubCo Shares, the “Conversion”) equal to the

Conversion Amount (or, from and after the twentieth (20th) anniversary of the Execution Date until the twenty-first (21st) anniversary of the Execution Date and during each Buyout Year, the Alternative Conversion Amount). In any notice requesting a

Conversion, the Class B Member shall indicate whether it wishes to receive a full draft or excerpts of the Registration Statement as set forth below.

(b) Registration Rights.

(i) Any PubCo Shares issued pursuant to this Section 9.10 will be issued in a transaction exempt from registration

under the Securities Act (by reason of Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act) and therefore may not be re-offered or resold other than

in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. Any PubCo Shares issued pursuant to this Section 9.10 will be

“restricted securities” within the meaning of Rule 144 under the Securities Act and may not be offered, sold, pledged, assigned or otherwise transferred other than pursuant to (i) an effective registration statement with respect

thereto under the Securities Act and any applicable U.S. state securities laws at such time or (ii) an exemption from such registration exists. Any PubCo Shares issued pursuant to this Section 9.10 will be noted with

respect to such restrictions.

(ii) Promptly, and in any event within thirty (30) days following the consummation of

the Conversion, Listed ONEOK shall file with the SEC a shelf registration statement on Form S-3 or supplement and amend an existing shelf registration statement on Form

S-3 or, if Form S-3 is not available to Listed ONEOK, another appropriate form (including any amendments or supplements, the “Registration Statement”)

and the prospectus (including any amendments or supplements, the “Prospectus”) forming part of the Registration Statement in compliance with Rule 415 under the Securities Act covering the resale on a continuous basis of all of the

Registrable Securities. Such Registration Statement shall be an “automatic resale registration statement” as defined pursuant to Rule 462(e) if Listed ONEOK so qualifies (and Listed ONEOK shall use reasonable best efforts to remain a

well-known seasoned issuer and not become an ineligible issuer), and to the extent Listed ONEOK does not so qualify, Listed ONEOK shall use reasonable best efforts to have the Registration Statement declared effective under the Securities Act as

soon as reasonably practicable after such Registration Statement is filed with the SEC. At least ten (10) days prior to the filing of the Registration Statement, Listed ONEOK shall provide the Class B Member with (x) a draft of the

Registration Statement if it has agreed to receive a draft of the Registration Statement, or (y) if it has not agreed to receive a draft of the Registration Statement, an excerpt of the draft of the Registration Statement, which such excerpt

shall be limited to disclosure regarding the Class B Member, and shall give the Class B Member the right to comment on such disclosure (which such comments Listed ONEOK agrees to consider in good faith, subject to compliance with

applicable law and SEC regulations). Listed ONEOK shall use reasonable best efforts to keep the Registration Statement effective until the earlier of (A) the third (3rd) anniversary of the

consummation of the Conversion or (B) the date on which all PubCo Shares subject to the Registration Statement cease to be Registrable Securities hereunder.

(iii) As a condition to its obligations under Section 9.10(b)(ii), Listed ONEOK may require each holder of

Registrable Securities as to which any registration is being effected to (A) furnish Listed ONEOK with such information regarding such person that is necessary to satisfy the disclosure requirements relating to the registration and the

distribution of such securities under the Securities Act and the rules and regulations promulgated thereunder as Listed ONEOK may from time to time reasonably request in writing, including a properly completed and executed selling holder

questionnaire (which shall include acknowledgment of the holder of Registrable Securities’ obligations hereunder and under the applicable securities laws as shall be reasonably necessary to facilitate the resale of the Registrable Securities),

and (B) promptly notify Listed ONEOK in writing of any changes in the information set forth in the applicable selling holder questionnaire after it is prepared regarding the holder of Registrable Securities. The Registration Statement and

Prospectus shall only include the Registrable Securities of recipients for whom Listed ONEOK has received properly completed selling holder questionnaires on or before the fifth (5th) day following the consummation of the Conversion. None of the information supplied (or to be supplied) by or on behalf of any of the holders of Registrable Securities for inclusion or incorporation

by reference in the applicable Registration Statement or Prospectus will, at the time the Registration Statement becomes effective under the Securities Act (or with respect to any post-effective amendments or supplements thereto, at the time such

post-effective amendments or supplements become effective under the Securities Act), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made

therein, in light of the circumstances under which they are made, not misleading.

(iv) Listed ONEOK shall have the right at any time, upon notice (with immediate effect) to

the holders of Registrable Securities, to (A) delay the filing of the Registration Statement or a request for acceleration of the effective date for the shortest period of time reasonably possible, but in no event more than forty-five

(45) days, which delay cannot occur more than two (2) times in any twelve (12) month period, or (B) suspend the use of the Registration Statement or the Prospectus after effectiveness and require that the holders of Registrable

Securities immediately cease sales of shares pursuant to any Registration Statement or Prospectus in the event that (x) the board of directors of Listed ONEOK determines in good faith (with the advice of outside counsel) that it is or may be in

possession of material non-public information, the failure of which to disclose in the Registration Statement or the Prospectus could result in a violation of securities laws, including in respect of a

contemplated financing, acquisition, disposition, corporate reorganization, merger, or other similar transaction or other material event or circumstance affecting Listed ONEOK or its securities, or (y) any other event occurs that makes any

statement of a material fact made in such Registration Statement or Prospectus, including any document incorporated by reference therein, untrue or that requires the making of any additions or changes in such Registration Statement or Prospectus in

order to make the statements therein not misleading; provided, however, that Listed ONEOK shall not defer its obligations in this manner for more than ninety (90) days in any twelve (12) month period. If Listed ONEOK suspends

the use of the Registration Statement or Prospectus and requires the holders of Registrable Securities to cease sales of shares pursuant to this Section 9.10(b)(iv), Listed ONEOK shall, as promptly as reasonably practicable

following the termination of the circumstance which entitled Listed ONEOK to do so, take such actions as may be reasonably necessary to terminate such suspension and give written notice to all holders of Registrable Securities authorizing them to

resume sales pursuant to such Registration Statement and the Prospectus. If as a result thereof any Registration Statement or Prospectus has been amended to comply with the requirements of the Securities Act, Listed ONEOK shall enclose such revised

Registration Statement or Prospectus with the notice to holders of Registrable Securities given pursuant to this Section 9.10(b)(iv), and the holders of Registrable Securities shall make no offers or sales of shares

pursuant to such Registration Statement other than by means of such revised Prospectus. Listed ONEOK need not specify the nature of the event giving rise to any delay or suspension in any notice to holders of Registrable Securities and shall not

include any material non-public information in such notice or otherwise provide such information to the Class B Member.

(v) Listed ONEOK shall bear all expenses incurred in connection with any registration, filing, qualification or compliance pursuant to this

Section 9.10(b), including (A) SEC, stock exchange or FINRA registration and filing fees and all listing fees, (B) fees and expenses of compliance with state securities or “blue sky” laws,

(C) printing and copying expenses, (D) messenger and delivery expenses, (E) fees and disbursements of counsel for Listed ONEOK and (F) fees and disbursements of all independent public accountants. For the avoidance of doubt,

Listed ONEOK shall not be responsible for any underwriting discounts and selling commissions applicable to the sale of Registrable Securities and any transfer taxes attributable to the sale of Registrable Securities.

(vi) In the event of any registration of Registrable Securities under the Securities Act pursuant to this

Section 9.10(b), Listed ONEOK shall indemnify and hold harmless the holders of Registrable Securities, their directors, officers, employees, shareholders, members, partners, managers, agents and each person who controls any

such holder within the meaning of the Securities Act or the Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings and expenses (including reasonable fees of

counsel) to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities, actions, proceedings or expenses

arise out of or are based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, preliminary or final prospectus, amendment or supplement thereto, or any free writing prospectus, or

(B) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and will promptly reimburse such indemnified person for any legal or other expenses

reasonably incurred by it in connection with investigating or defending any such proceeding; provided, however, that Listed ONEOK shall not be liable to any such indemnified party to the extent such loss, claim, damage, liability,

action, proceeding or expense arises out of or is based upon any untrue statement or omission made in reliance upon and in conformity with written information furnished to Listed ONEOK by or on behalf of such holder specifically for use therein;

provided, further, that Listed ONEOK shall not be liable for any amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without Listed ONEOK’s prior written

consent (which such consent shall not be unreasonably withheld, conditioned or delayed). No action may be settled without the consent of a person entitled to indemnity under this clause (vi), provided that the consent of such person

shall not be required if (A) such settlement includes an unconditional release of such person in form and substance satisfactory to such person from all liability on the claims that are the subject matter of such settlement; (B) such

settlement provides for the payment by the indemnifying party of money as the sole relief for such action and (C) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of

such person.

(vii) Each holder of Registrable Securities included in any registration effected pursuant to this

Section 9.10(b) shall, severally and not jointly, indemnify and hold harmless Listed ONEOK, its directors, officers, employees and each person who controls Listed ONEOK within the meaning of the Securities Act or the

Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings, expenses (including reasonable costs of preparation and investigation and reasonable and documented attorneys’,

accountants’ and experts’ fees, whether or not such person is a party to any proceeding), judgments, fines, penalties, interest, settlements or other amounts arising from any and all proceedings, whether civil, criminal, administrative

or investigative, to which each such indemnified party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities, actions, proceedings or expenses arise out of or are based upon (A) any

untrue statement or alleged untrue statement of a material fact contained in any registration statement, preliminary or final prospectus, amendment or supplement thereto, or any free writing prospectus, or (B) the omission or alleged omission

to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or

alleged omission was made in reliance upon and in conformity with written information furnished by or on behalf of such holder specifically for use therein; provided, however, that the aggregate liability of each such holder under this

Section 9.10(b)(vii) shall not exceed the net proceeds actually received by such holder from the sale of Registrable Securities pursuant to the applicable registration statement.

(viii) Promptly after receipt by an indemnified party under this

Section 9.10(b) of notice of the commencement of any action, proceeding or claim in respect of which indemnity may be sought hereunder, such indemnified party shall, if a claim in respect thereof is to be made against any

indemnifying party, notify the indemnifying party in writing of the commencement thereof; provided that the failure to so notify shall not relieve the indemnifying party of any liability that it may have to any indemnified party hereunder except to

the extent the indemnifying party is materially prejudiced as a result thereof. The indemnifying party shall be entitled to participate in and, to the extent it so elects by written notice to the indemnified party, to assume the defense of any such

action, proceeding or claim with counsel reasonably satisfactory to the indemnified party; provided that the indemnified party shall be entitled, at its own expense, to retain separate counsel if (A) the indemnifying party has failed to

assume the defense or engage counsel satisfactory to the indemnified person therefor within a reasonable period of time, (B) the named parties to any such action, proceeding or claim include both the indemnified party and the indemnifying party

and the indemnified party has been advised in writing by counsel that a conflict of interest exists between such parties, (C) the indemnifying party has authorized in writing the indemnified party to employ separate counsel at the expense of

the indemnifying party or (D) the indemnified person has reasonably concluded (based upon advice of its outside counsel) that there are legal defenses available to it or other indemnified persons that are different from or in addition to those

available to the indemnifying party.

(ix) If the indemnification provided for in this Section 9.10(b) is held

by a court of competent jurisdiction to be unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages, liabilities, actions, proceedings or expenses referred to herein, then each indemnifying

party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities, actions, proceedings or expenses in such proportion as is

appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, actions,

proceedings or expenses; provided that in no event shall the aggregate contribution of any holder of Registrable Securities under this Section 9.10(b)(ix), together with any amounts paid by such holder under

Section 9.10(b)(vii), exceed the net proceeds received by such holder from the sale of Registrable Securities pursuant to the applicable registration statement.

(x) Notwithstanding the provisions of the foregoing clause (ix), no Person guilty of fraudulent misrepresentation (within the

meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 9.11 Material Breach of Class B Rights

(a) In the event of a Material Class B Breach, subject to a cure period of ninety (90) days (extendable by an additional forty-five

(45) days if the Company or the Class A Member, as applicable, commences and demonstrates that it is diligently pursuing a cure of such failure) following delivery of written notice from the Class B Representative to the Company and

the Class A Member specifying such Material Class B Breach, the Class B Representative shall have the right to require the Company to redeem, and/or the Class A Member to purchase, all of the Class B Member’s Units at

a redemption price equal to (i) an amount equal to the Buyout Amount calculated as if such redemption were occurring on the eighth (8th) anniversary of the Execution

Date, if such redemption occurs prior to the eighth (8th) anniversary of the Execution Date, (ii) the Buyout Amount, if such redemption

occurs on or after the eighth (8th) anniversary of the Execution Date but prior to the fifteenth (15th) anniversary of the Execution Date, or (iii) the Sale Right Amount, if such redemption

occurs on or after the fifteenth (15th) anniversary of the Execution Date. The Class A Member shall promptly notify the Class B Representative in writing if a member of senior management of the Class A Member obtains actual knowledge

of a Material Class B Breach; provided that the failure to deliver such notice shall not give rise to any separate right or remedy hereunder or affect the cure periods set forth in this Section 9.11.

(b) For purposes of this Section 9.11, a “Material Class B Breach” means

(i) any failure to make a distribution to the Class B Member to the extent required by Sections 4.1 and 4.2, as applicable (including, for the avoidance of doubt, as required pursuant to

Section 4.1(b)), (ii) any failure to obtain Class B Representative Approval required pursuant to Section 5.6 (but excluding Sections 5.6(a)(xiii) and (xv)), and (iii) any

breach of the Class A Member’s obligations under Section 6.5.

ARTICLE X

DISSOLUTION AND LIQUIDATION

Section 10.1 Dissolution. The Company will dissolve and its affairs will be wound up only upon the approval

of the Board and, if applicable, the Class B Representative in accordance with Section 5.6.

Section 10.2 Liquidation and Termination. On dissolution of the Company, a majority of the Board may appoint

one or more other Persons as liquidator(s). The liquidator(s) will proceed diligently to wind up the affairs of the Company and liquidate the Company’s assets and make final distributions as provided herein. The costs of liquidation will be

borne as a Company’s expense. Until final distribution, the liquidator(s) will continue to operate the Company properties with all of the power and authority of the Members. Subject to Section 18-804 of the Act, the steps to be

accomplished by the liquidator(s) are as follows:

(a) The liquidator(s) shall pay, satisfy or discharge from the Company’s funds and

assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent,

conditional or unmatured contractual liabilities in such amount and for such term as the liquidator(s) may reasonably determine in accordance with the Act).

(b) The Company will dispose of all remaining assets as follows:

(i) first, the liquidator(s) may sell any or all Company property, and any resulting gain or loss from each sale will be computed and

allocated to the Members pursuant to Section 4.3(b) and Section 4.4; and

(ii)

second, Company property will be distributed among the Members pro rata in accordance with their respective positive Capital Account balances.

Section 10.3 Cancellation of Certificate. On completion of

the Distribution of the Company’s assets as provided herein, the Board (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other

filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until the

effectiveness of the certificate of cancellation is filed with the Secretary of State of Delaware pursuant to this Section 10.3.

Section 10.4 Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of

the business and affairs of the Company and the liquidation of its assets pursuant to Section 10.2 in order to minimize any losses otherwise attendant upon such winding up.

Section 10.5 Return of Capital. The liquidator(s) shall not be personally liable for the return of Capital

Contributions or any portion thereof to the Members (it being understood that any such return shall be made solely from the Company’s assets).

ARTICLE XI

VALUATION

Section 11.1 Determining Fair Market Value. Unless otherwise expressly stipulated by this Agreement,

if the calculation of Fair Market Value is required at any time pursuant to this Agreement, the Board shall make an initial proposal of Fair Market Value, utilizing such procedures and methodology as it considers appropriate. The applicable Member

or Person with the primary interest in the assets in question and the Board shall negotiate in good faith for a reasonable period not to exceed twenty (20) Business Days in an attempt to reach an agreement with respect to the Fair Market Value

of the applicable assets. If the relevant parties reach an agreement, such agreed value shall be binding for all purposes with respect to which Fair Market Value is being calculated at that time under this Agreement.

Section 11.2 Dispute Procedure. If the relevant parties fail to reach an agreement within the period

specified in Section 11.1, the Fair Market Value of such assets shall be determined as follows:

(a) The

applicable Member (or other Persons, if applicable) with the primary interest in the assets in question shall propose a fair market value for such assets, utilizing such procedures and methodology as it considers appropriate.

(b) The Board shall also propose a fair market value for such assets, utilizing such procedures and methodology as it considers appropriate.

(c) Each proposal shall be submitted for ad hoc determination to an internationally recognized investment banking or accounting expert

with expertise at valuing property, assets and businesses in the midstream oil and gas industry. The expert shall be appointed by the ICC International Centre for Alternative Dispute Resolution in accordance with the Rules for the Appointment of

Experts and Neutrals of the International Chamber of Commerce (“ICC”). Once appointed, the expert shall (i) give a good faith assessment of each proposed valuation provided by the applicable Member and/or the Board and

(ii) deliver a final valuation determined by the panel based on such good faith assessment; provided, however, that in determining the final valuation, the expert shall not assign a valuation to any asset greater than the greatest

value for such asset claimed by the Member or the Board or less than the smallest valuation for such asset item claimed by the Member or the Board.

(d) The fees and expenses of the ICC and the appointed expert shall be borne equally by the

Members involved in the Fair Market Value dispute.

(e) Any determination of Fair Market Value made by the appointed expert as set forth

in Section 11.2(c) shall be final and binding on the Members and the Company, except in the case of fraud, bad faith, manifest error or if it is later determined that the expert had a conflict of interest.

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.1 Addresses and Notices. Except as expressly set forth to the contrary in this Agreement, all

notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by (a) depositing such writing with a reputable overnight courier for next day delivery, (b) depositing

such writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or (c) delivering such writing to the recipient in person, by courier or by electronic mail

transmission; and a notice, request or consent given under this Agreement is effective upon receipt against the Person who receives it. All notices, requests and consents to be sent to a Member must be sent to or made at the address given for that

Member on Schedule I or such other address as that Member may specify by notice to the other Members. Any notice, request or consent to the Company or the Board must be given to the Board or, if appointed, the secretary of the Company at the

Company’s chief executive offices. Whenever any notice is required to be given by law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed

equivalent to the giving of such notice.

Section 12.2 Confidentiality.

(a) Each Member recognizes and acknowledges that it has received and may in the future receive certain confidential and proprietary

information and trade secrets of the Company and its Subsidiaries and the Members (including their respective predecessors and Affiliates) (the “Confidential Information”). Except as otherwise consented to by the Company in

writing, each Member agrees that it will not, during or after the term of this Agreement, whether directly or indirectly through an Affiliate or otherwise, use any Confidential Information for any purposes other than in connection with its

investment in the Company or disclose any Confidential Information for any reason or purpose whatsoever, except for disclosures: (i) to such Member’s Affiliates and the authorized directors, managers, officers, representatives, agents and

employees of such Member or its Affiliates, the Company or its Subsidiaries and as otherwise may be proper in the course of performing such Member’s obligations or enforcing such Member’s rights, under this Agreement and the agreements

expressly contemplated hereby, provided that (A) each such Person is informed of the confidential nature of such Confidential Information and agrees to hold such Confidential Information confidential, and (B) the disclosing Member remains

liable for any

breach of this provision by such Persons; (ii) made by Sponsor to its direct or indirect limited partners, noteholders, owners or co-investors;

provided, however, that if such limited partners, noteholders, owners or co-investors are receiving Confidential Information (other than with respect to the high level summary information

regarding the Company’s operations), such receiving Person shall be subject to customary confidentiality provisions reasonably consistent with the confidentiality obligations contained herein and shall limit such information to customary

financial reporting and information relating to the performance of the business, without inclusion of any commercially sensitive or other operational information; (iii) to any bona fide prospective purchaser of the Equity Securities or assets

of the Company or its Affiliates or the Units held by such Member, to prospective financing sources, or to a prospective merger partner of such Member, the Company or any of their respective Affiliates, provided that such purchaser, financing source

or merger partner agrees in writing to be bound by the provisions of this Section 12.2 or other confidentiality agreement that includes confidentiality and use provisions at least as restrictive as the provisions herein;

(iv) to attorneys, accountants and other professionals of such Member or its Affiliates who need to know such Confidential Information in order to perform services for such Member or Affiliate; (v) as is required to be disclosed

(A) by order of a court of competent jurisdiction, administrative body, self-regulatory authorities, governmental body, (B) by any stock exchange where the shares of any Person, Member or its Affiliates are listed, (C) by subpoena,

summons or legal process, or (D) by law, rule or regulation, provided that the Member has provided to the Company (or in the case of Confidential Information of a Member, such Member) prompt notice of any such requirement to enable the Company

or such Member to seek an appropriate protective order or confidential treatment (except no such opportunity shall be afforded in the case of a routine audit or examination by, or a blanket document request from, a governmental or regulatory entity

that does not reference the Company, any other Member or this Agreement or if notifying the Company or such Member in advance of such disclosure is prohibited by applicable law) and discloses only that portion of such Confidential Information so

required to be disclosed; and (vi) to rating agencies who need to know such Confidential Information in order to issue a credit rating; provided, however, that Sponsor and any Person to whom Sponsor is entitled to disclose

Confidential Information pursuant to (i) through (v) above shall not disclose Confidential Information to rating agencies assessing any publicly issued debt of the Company Group. For purposes of this Section 12.2, the

term “Confidential Information” shall not include any information which (x) at the time of disclosure is, or thereafter becomes, generally available to the public (other than as a result of a disclosure by or attributable to

the applicable Member), (y) was, is or becomes available to the applicable Member on a non-confidential basis from a source other than the Company or any other Member, provided that such source was not known

by such applicable Member, after reasonable inquiry, to be prohibited from disclosing such information by a legal, contractual or fiduciary obligation of confidentiality or (z) is reasonably demonstrated by contemporaneous written documentation

to have been in the applicable Member’s or its representatives’ possession on a non-confidential basis prior to its disclosure to such Member by or on behalf of the Company.

(b) The Class B Member agrees that as long as there are any Class B Units outstanding, without the prior written consent of the

Class A TopCo, neither the Class B Member nor its Affiliates or representatives acting on its behalf will, directly or indirectly: (i) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any

intention to effect or cause or participate in or in any way assist, knowingly facilitate or knowingly encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate

in, (A) any tender or exchange offer, merger or other business combination involving the Class A TopCo or any of its Subsidiaries, (B) any recapitalization, restructuring,

liquidation, dissolution or other extraordinary transaction with respect to the Class A TopCo or any of its Subsidiaries, or (C) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC)

or consents to vote any voting securities of the Class A TopCo or any of its Subsidiaries; (ii) form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to the securities of the

Class A TopCo or any of its Subsidiaries or otherwise act in concert with any person in each case in respect of any such securities; (iii) otherwise act, alone or in concert with others, to seek representation on or to control or influence

the management, board of directors or policies of the Class A TopCo; or (iv) take any action which would or would reasonably be expected to force the Class A TopCo to make a public announcement regarding any of the types of matters

set forth above. For the avoidance of doubt, the mere acquisition, ownership or disposition of securities of the Class A TopCo by the Class B Member or its Affiliates shall not, in and of itself, be deemed a violation of this

Section 12.2(b), so long as such acquisition, ownership or disposition (A) is not otherwise undertaken in contravention of clauses (i) through (iv) above and (B) is undertaken in compliance with the

Class B Member’s internal compliance policies.

Section 12.3 Regulatory Filings.

(a) The Members acknowledge and agree that, from time to time, the Company or a Member may need information from any or all of such Members

for compliance with applicable laws, stock exchange rules, regulatory inquiries, regulatory reporting requirements or other requests or demands by Governmental Entities. Each Member shall use commercially reasonable efforts to provide to the Company

or such other Member all information reasonably requested by the Company for purposes of compliance with applicable law, stock exchange rule, regulatory inquiries, regulatory reporting requirements or other requests or demands by Governmental

Entities as promptly as reasonably practicable after the date such Member receives such request, and in any event, within an amount of time required to meet any deadline set by a request by the applicable Governmental Entity or regulatory reporting

requirement (it being understood that Sponsor shall not be required to provide specific identifying information of its noteholders or direct or indirect limited partners or other similar persons except as expressly required to comply with applicable

law, stock exchange rule or regulatory reporting requirements in which case Sponsor shall be permitted to provide such information directly to the applicable Governmental Entity in lieu of providing such information to the Company or its

Subsidiaries). Each Member shall reasonably cooperate in any efforts or actions taken by the Company to obtain, maintain or avoid termination or forfeiture of any governmental license, approval, consent, permit or similar authorization. For the

avoidance of doubt, any information provided or furnished pursuant to this Section 12.3 shall be deemed “Confidential Information” for all purposes.

(b) If, at any time, the Company or any Member reasonably determines that the consent of a

Governmental Entity is necessary or advisable or a filing is required or advisable pursuant to the (i) HSR Act or any other applicable antitrust, competition or trade regulation laws, or (ii) other applicable law (including with respect to

CFIUS, “foreign direct investment” laws or any requirements arising from the Natural Gas Act and the orders and regulations issued thereunder), in each case, in connection with any Transfer or any other transaction or event with respect

to or otherwise related to the Company (each, a “Filing Transaction”), then:

(i) the Company and each of the Members

(as applicable) shall (A) as promptly as reasonably practicable make, or cause to be made, all filings and submissions required under applicable laws with respect to the applicable Filing Transaction and (B) use commercially reasonable

efforts to obtain, or cause to be obtained, clearance, approval or consent in respect of such filings and submissions (or the termination or expiration of the applicable waiting period, as applicable) (any such clearance, approval, consent,

termination or expiration, “Regulatory Approval”) as promptly as reasonably practicable thereafter, which such efforts shall, for the avoidance of doubt, exclude (x) proposing, negotiating, effecting or agreeing to the sale,

divestiture, license or other disposal of any assets or businesses of a Member or any of their respective Affiliates, (y) taking any other action that limits the right of a Member or any of their respective Affiliates to own or operate any part

of its business or (z) proposing, negotiating, effecting or agreeing to any other remedy, commitment, undertaking or condition of any kind; and

(ii) the applicable Filing Transaction shall be contingent upon the receipt of Regulatory Approval and, to the extent Regulatory Approval is

not received prior to completion of the applicable Filing Transaction, such Filing Transaction shall be delayed until Regulatory Approval is received.

Section 12.4 Amendments. Except for amendments authorized by Section 3.1(b),

Section 3.2(b), or Section 5.6(d), this Agreement and any provision hereof may be amended, waived (except as otherwise provided herein), or modified from time to time only by a written

instrument signed by (a) the Members holding a majority of the Class A Units and (b) so long as any Class B Units are outstanding, the Members holding a majority of the Class B Units.

Section 12.5 Remedies. Each Member and the Company shall have all rights and remedies set forth in this

Agreement and all rights and remedies which such Person has been granted at any time under any other agreement or contract and all of the rights which such Person has under any applicable law (except to the extent waived by this Agreement). Any

Person having any rights under any provision of this Agreement or any other agreements contemplated hereby shall be entitled to seek enforcement of such rights specifically (without posting a bond or other security), to recover damages by reason of

any breach of any provision of this Agreement and to exercise all other rights granted by applicable law. Without limiting the generality of the foregoing, the Company and each Member (including any assignee of such Member) each hereby consents to

the issuance of an injunction or the enforcement of other equitable remedies against the Company or such Member (or its applicable assignee), as applicable, to compel specific performance of all of the material terms of this Agreement (without

posting a bond or other security or proving irreparable injury), and waives any defenses that (i) the other Members have an adequate remedy at law or (ii) an award of specific performance or other equitable remedy is not an appropriate

remedy for any reason at law, in equity or otherwise. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available to the Company or the Members, as

applicable, at law or in equity.

Section 12.6 Successors and Assigns. All covenants and agreements

contained in this Agreement shall bind and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns, whether so expressed or not.

Section 12.7 Severability. Whenever possible, each

provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule

in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such

jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein or if such term or provision could be drawn more narrowly so as not to be invalid, illegal or unenforceable in such jurisdiction, it shall be so

narrowly drawn, as to such jurisdiction, without invalidating the remaining terms and provisions of this Agreement or affecting the validity, legality or enforceability of such term or provision in any other jurisdiction.

Section 12.8 Counterparts; Binding Agreement. This Agreement may be executed in two or more separate

counterparts, any one of which need not contain the signatures of more than one party, but each of which will be an original and all of which together shall constitute one and the same agreement binding on all the Parties. This Agreement and all of

the provisions hereof shall be binding upon and effective as to each Person who (a) executes this Agreement in the appropriate space provided in the signature pages hereto notwithstanding the fact that other Persons who have not executed this

Agreement may be listed on the signature pages hereto and (b) may from time to time become a party to this Agreement by executing a counterpart of or joinder to this Agreement.

Section 12.9 No Waiver. No failure by any Party to insist upon the strict performance of any covenant, duty,

agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

Section 12.10 Further Action. The Parties agree to execute and deliver all documents, provide all information

and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 12.11 Entire Agreement. This Agreement, the other Transaction Documents and the other

agreements and documents expressly referred to herein or therein (a) are intended by the Members as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties in

respect of the subject matter contained herein and therein and (b) supersede all prior agreements and understandings between the Parties with respect to such subject matter, including the Original LLC Agreement. Each of the Members acknowledges

and agrees that in executing this Agreement (i) the intent of the Parties in this Agreement and the other Transaction Documents shall constitute an unseverable and single agreement of the Parties with respect to the transactions contemplated

hereby and thereby, (ii) it waives, on behalf of itself and each of its Affiliates, any claim or defense based upon the characterization that this Agreement and the other Transaction Documents are anything other than a true single agreement

relating to such matters and (iii) the matters set forth in this Section 12.11 constitute a material inducement to enter into this Agreement and the other Transaction Documents and to consummate the transactions

contemplated hereby and thereby. Each of the Members stipulates and agrees (A) not to challenge the validity, enforceability or characterization of this Agreement and the other Transaction Documents as a single, unseverable instrument

pertaining to the matters that are the subject of such agreements, (B) this Agreement and the other Transaction Documents shall be treated as a single integrated and indivisible agreement for all purposes, including the bankruptcy of any Party

and (C) not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in this Section 12.11.

Section 12.12 Governing Law. This Agreement shall be

governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the

application of the laws of any jurisdiction other than the State of Delaware. All claims shall be resolved in accordance with Section 12.13.

Section 12.13 Consent to Jurisdiction; Waiver of Trial by Jury.

(a) Each Member and the Company irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the

Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court thereof, in

any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each

of the Parties irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court

of Chancery of the State of Delaware, (iii) waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in the Court of Chancery of the

State of Delaware, and (iv) waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware. Each Member and the

Company agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Member and the Company irrevocably consents to

service of process in the manner provided for notices in Section 12.1. Nothing in this Agreement will affect the right of any Member or the Company to serve process in any other manner permitted by applicable law.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND

DIFFICULT ISSUES, AND THEREFORE IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED

IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 12.14 Construction;

Interpretation. The table of contents and the section and other headings and subheadings contained in this Agreement and the exhibits and schedules hereto are solely for the purpose of reference, are not part of the agreement of the Parties, and

shall not in any way affect the meaning or interpretation of this Agreement or any exhibit or schedule hereto.

Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall

include the plural and vice versa. If a word or phrase is defined, its other grammatical forms have a corresponding meaning and a defined term has its defined meaning throughout this Agreement and each Exhibit and Schedule to this Agreement,

regardless of whether it appears before or after the place where it is defined. Unless otherwise specified, all references to days or months shall be deemed references to calendar days or months. Whenever required by the context, references to a

Fiscal Year shall refer to a portion thereof. All references to “$” shall be deemed references to United States dollars. Unless the context otherwise requires, any reference to a “Section,” “Exhibit” or

“Schedule” shall be deemed to refer to a section of this Agreement, exhibit to this Agreement or a schedule to this Agreement, as applicable. The words “hereof,” “herein,” “hereto,”

“hereby” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” shall mean

“including, without limitation.” The words “shall” and “will” have equal meaning, force and effect and connote an obligation and an imperative, rather than a futurity. Reference to any agreement, document or

instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof and, if applicable, hereof. Reference to any law or regulation means such law or regulation as amended or

otherwise modified from time to time, and reference to particular provisions of any law or regulation include a reference to the corresponding provisions of any succeeding law or regulation. Reference to any governmental entity or any governmental

department, commission, board, bureau, agency, regulatory authority, instrumentality or judicial or administrative body in any jurisdiction shall include any successor to such entity. The use of the words “or,” “either” and

“any” shall not be exclusive. The phrase “to the extent” means the degree to which the subject or matter thereof extends or applies and such phrase does not mean simply “if.” If any deadline under this Agreement

falls on a day that is not a Business Day, such deadline shall be extended to the next Business Day. The Parties have participated jointly in the negotiation and drafting of this Agreement; accordingly, the language used in this Agreement

shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. If an ambiguity or question of intent or interpretation arises, this Agreement shall be

construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Wherever a conflict exists between this

Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict.

Section 12.15 No Third Party Beneficiaries. Except as set forth in Section 12.16,

the provisions of this Agreement are for the exclusive benefit of the Members and the Company and their respective successors and permitted assigns and, solely with respect to Section 6.1, the Indemnitees. Except for the

foregoing, this Agreement is not intended to benefit or create rights in any other Person.

Section 12.16 No

Recourse. Notwithstanding anything that may be expressed or implied in this Agreement or any document, agreement or instrument delivered contemporaneously herewith, and notwithstanding the fact that any Member may be a partnership or limited

liability company, each Member, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that no Persons other than the Members shall have any obligation hereunder and that it has no rights of recovery hereunder

against, and no recourse hereunder or under any

documents, agreements or instruments delivered contemporaneously herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith shall be had

against, any former, current or future director, officer, agent, Affiliate, Manager, assignee, incorporator, general or limited partner, shareholder, controlling Person, fiduciary, member, representative or employee of any Member (or any of their

successor or permitted assignees), any Affiliate thereof or any of the foregoing, but in each case not including the Members, whether (a) by or through attempted piercing of the corporate veil, (b) by or through a claim (whether in tort,

contract or otherwise) by or on behalf of such Party against such Persons, (c) by the enforcement of any assessment or by any legal or equitable proceeding, or (d) by virtue of any statute, regulation or other applicable law, or otherwise;

it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any such Persons, as such, for any obligations of the applicable Party (i) under this Agreement or the

transactions contemplated hereby, (ii) under any documents or instruments delivered contemporaneously herewith, (iii) in respect of any oral representations made or alleged to be made in connection herewith or therewith, or (iv) for

any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their

behalf this Agreement as of the date first written above.

ONEOK HOLDINGS, L.L.C.

By:

/s/ Walter S. Hulse III

Name: Walter S. Hulse III

Title: Chief Financial Officer, Treasurer and Executive Vice

President, Investor Relations and Corporate Development

ONEOK, INC.

By:

/s/ Walter S. Hulse III

Name: Walter S. Hulse III

Title: Chief Financial Officer, Treasurer and Executive Vice

President, Investor Relations and Corporate Development

AP FALCON HOLDINGS LLC

By: AP HGA US Manager LLC, its Sole Member

By:

/s/ Josh Mandel

Name: Josh Mandel

Title: Independent Manager

EX-4.1

Filename: d81803dex41.htm · Sequence: 7

EX-4.1

Exhibit 4.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES

EXCHANGE ACT OF 1934

ONEOK has one class

of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. Throughout this exhibit, references to “we,” “us” and “our” refer to ONEOK, Inc. and not to any

of its subsidiaries.

The following description is a summary of the material provisions of our common stock and various provisions of our amended and

restated certificate of incorporation and amended and restated bylaws. This summary is not intended to be complete and is qualified by reference to the provisions of applicable law and our amended and restated certificate of incorporation and

amended and restated bylaws included as exhibits to the Current Report on Form 8-K of which this Exhibit 4.1 is a part.

Authorized Shares

We are authorized to issue a total of 1,300,000,000 shares of all classes of capital stock. Of those authorized shares, 1,200,000,000 are shares of

common stock, $0.01 par value per share, and 100,000,000 are shares of preferred stock, $0.01 par value per share.

Our board of directors is authorized

to issue shares of preferred stock, in one or more series or classes, and to fix for each series or class the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or redemption,

as are permitted by Oklahoma law and as are stated in the resolution or resolutions adopted by the board providing for the issuance of shares of that series or class.

As of December 31, 2025, there are no shares of preferred stock issued and outstanding.

Dividends and Liquidation Rights

Subject to any

preferential rights of any prior ranking class or series of capital stock, including any series of preferred stock established by our board of directors, holders of our common stock are entitled to receive dividends on that stock, payable either in

cash, property or shares out of assets legally available for distribution when, as and if authorized and declared by our board of directors.

Subject to

various exceptions, we will not be able to pay any dividend or make any distribution of assets on shares of our common stock until we pay dividends on any shares of preferred stock then outstanding with dividend or distribution rights senior to our

common stock.

Voting Rights

Holders of our common

stock are entitled to one vote per share on all matters voted on by our shareholders, including the election of directors. Our certificate of incorporation does not provide for cumulative voting for the election of directors, which means that

holders of more than one-half of the outstanding shares of our voting securities will be able to elect all of the directors then standing for election and holders of the remaining shares will not be able to elect any director.

Other Matters

The issued and outstanding shares of common stock are validly issued, fully paid and non-assessable. Holders of our common stock will have no conversion,

sinking fund or redemption rights. No holder of any class of our stock has any preemptive or preferential right to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities, convertible into or carrying any

right, option or warrant to subscribe for or acquire shares of any class of stock.

Anti-Takeover Provisions

Oklahoma Takeover Statute

We are subject to

Section 1090.3 of the Oklahoma General Corporation Act. In general, Section 1090.3 prevents an “interested shareholder” from engaging in a “business combination” with an Oklahoma corporation for three years

following the date that person became an interested shareholder, unless:

•

prior to the date that person became an interested shareholder, our board of directors approved the business

combination or the transaction in which the interested shareholder became an interested shareholder;

•

upon consummation of the transaction that resulted in the interested shareholder becoming an interested

shareholder, the interested shareholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding stock held by directors who are also officers of the corporation and stock held by certain employee stock

plans; or

•

on or subsequent to the date of the transaction in which that person became an interested shareholder, the

business combination was approved by our board of directors and authorized at a meeting of shareholders by the affirmative vote of the holders of at least two-thirds of the outstanding voting stock of the

corporation not owned by the interested shareholder.

Section 1090.3 defines a “business combination” to include:

•

any merger or consolidation involving the corporation and an interested shareholder;

•

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving an

interested shareholder;

•

subject to limited exceptions, any transaction that results in the issuance or transfer by the corporation of the

stock of the corporation to an interested shareholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock

of any class or series of the corporation beneficially owned by the interested shareholder; or

•

the receipt by an interested shareholder of any loans, guarantees, pledges or other financial benefits provided

by or through the corporation.

For purposes of the description above and Section 1090.3, the term

“corporation” also includes our majority-owned subsidiaries. In addition, Section 1090.3, defines an “interested shareholder” as an entity or person beneficially owning 15% or more of our outstanding voting stock and any

entity or person affiliated with or controlling or controlled by that entity or person.

Oklahoma Control Share Provisions

Our certificate of incorporation provides that we are not subject to the control share provisions of the Oklahoma General Corporation Act. With exceptions,

these provisions prevent holders of more than 20% of the voting power of the stock of an Oklahoma corporation from voting their shares. If we were to become subject to the control share provisions of the Oklahoma General Corporation Act in the

future, this provision may delay the time it takes anyone to gain control of us.

Shareholder Action; Special Meetings of Shareholders

Our certificate of incorporation eliminates the ability of our shareholders to act by written consent. Our bylaws provide that special meetings of our

shareholders may be called only by a majority of the members of our board of directors.

Advance Notice Requirements for Shareholder Proposals

At any annual meeting of our shareholders, the only business that shall be brought before the meeting is that which is brought:

•

pursuant to our notice of meeting;

•

by or at the discretion of our board of directors; or

•

by any of our shareholders of record at the time the notice is given, who are entitled to vote at the meeting and

who comply with the notice procedures set forth in our bylaws

Higher Vote for Some Business Combinations and Other Actions

Subject to various exceptions, including acquiring 85% of the outstanding shares less shares owned by related persons in a single transaction, a business

combination (including, but not limited to, a merger or consolidation, the sale, lease, exchange, mortgage, pledge, transfer or other disposition of our assets in excess of $5,000,000, various issuances and reclassifications of securities and the

adoption of a plan or proposal for liquidation or dissolution) with or upon a proposal by a related person, who is a person that is the direct or indirect beneficial owner of more than 10% of the outstanding voting shares of our stock (subject to

various exceptions), and any affiliates of that person, shall require, in addition to any approvals required by law, the approval of the business combination by either:

•

a majority vote of all of the independent directors; or

•

the holders of at least 66-2/3% of the outstanding shares otherwise

entitled to vote as a single class with the common stock to approve the business combination, excluding any shares owned by the related person.

In addition, our certificate of incorporation provides that our bylaws may only be adopted, amended or repealed by a majority of the board of directors or by

80% of our shareholders, voting as a class. Our certificate of incorporation also requires the affirmative vote of 80% of our shareholders to amend, repeal or adopt provisions in our certificate of incorporation relating to, among other things:

•

the number of directors and the manner of electing those directors, including the election of directors to newly

created directorships;

•

provisions relating to changes in the bylaws;

•

a director’s personal liability to us or our shareholders;

•

shareholder ratification of various contracts, transactions and acts; and

•

voting requirements for approval of business combinations.

Proxy Access

Our bylaws permit a shareholder, or a group

of up to 20 shareholders, owning 3 percent or more of our common stock continuously for a period of at least three (3) years, to nominate for election to our Board and have such director nominations included in our proxy materials, a

number of director candidates equal to the greater of (i) two individuals or (ii) the closest whole number that does not exceed 20 percent of our Board, provided that the shareholder(s) and the nominee(s) satisfy certain requirements

specified in our bylaws.

Liability of Directors and Officers

Exculpation

Our certificate of incorporation provides

that our directors and officers will not be personally liable for monetary damages for any action taken, or any failure to take any action, unless:

•

the director or officer has breached his or her duty of loyalty to ONEOK or its shareholders;

•

the breach or failure to perform constitutes an act or omission not in good faith or which involves intentional

misconduct or a knowing violation of law;

•

the director served at the time of payment of an unlawful dividend or an unlawful stock purchase or redemption,

unless the director was absent at the time the action was taken or dissented from the action; or

•

the director or officer derived an improper personal benefit from the transaction.

Indemnification

We will generally indemnify any person

who was, is, or is threatened to be made, a party to a proceeding by reason of the fact that he or she:

•

is or was our director, officer, employee or agent; or

•

is or was serving at our request as a director, officer, employee or agent of another corporation, partnership,

limited liability company, joint venture, trust or other enterprise or as a member of any committee or similar body.

Any indemnification

of our directors, officers or others pursuant to the foregoing provisions for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), are, in the opinion of the Securities and Exchange Commission, against

public policy as expressed in the Securities Act and are unenforceable.

Listing and Transfer Agent

Our common stock is listed on the New York Stock Exchange under the trading symbol “OKE.” The current transfer agent and registrar for our common

stock is Equiniti Trust Company, LLC.

EX-4.2

Filename: d81803dex42.htm · Sequence: 8

EX-4.2

Exhibit 4.2

Execution Version

FALCON MERGER SUB, L.L.C.

(and after the Effective Time (as defined herein), ONEOK, L.L.C.)

as Issuer;

FALCON

TOPCO, INC.

(and after the Effective Time (as defined herein), ONEOK, Inc.)

as Parent Guarantor; and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

EIGHTH

SUPPLEMENTAL INDENTURE

Dated as of September 8, 2026 to

INDENTURE

Dated as of

September 24, 1998

Relating to Debt Securities

$100,000,000 6-7/8% Debentures due 2028

Execution Version

EIGHTH SUPPLEMENTAL INDENTURE, dated as of September 8, 2026 (this “Supplemental Indenture”), among FALCON

MERGER SUB, L.L.C., an Oklahoma limited liability company (the “New Issuer”), FALCON TOPCO, INC., an Oklahoma corporation, as the Parent Guarantor (the “Parent Guarantor”), and THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A. (as successor in interest to Chase Bank of Texas, National Association), as trustee under the Indenture referred to below (in such capacity, the “Trustee”) and, solely for purposes of Section 2.01 hereof and in

connection with the Guarantor Consolidation Mergers (as defined below) each of EnLink Midstream Partners, LP (“EnLink Midstream Partners”), Elk Merger Sub II, L.L.C. (“Elk Merger Sub II”), Magellan Midstream

Partners, L.P. (“Magellan Midstream Partners”), ONEOK Partners Intermediate Limited Partnership (“ILP”), ONEOK Partners, L.P. (“MLP”) and the Original Issuer (as defined below).

RECITALS

WHEREAS,

ONEOK, Inc., an Oklahoma corporation (the “Original Issuer”) and the Trustee have heretofore entered into an Indenture, dated as of September 24, 1998 (the “Original Indenture” and, the Original Indenture,

as amended and supplemented from time to time, including without limitation pursuant to this Supplemental Indenture, collectively being referred to herein as the “Indenture”);

WHEREAS, pursuant to a Master Reorganization Agreement, dated as of the date hereof (the “Master Reorganization

Agreement”), among the Original Issuer, the New Issuer, and the other parties thereto, among other transactions contemplated thereby: (i) EnLink Midstream Operating GP, LLC and EnLink Midstream Operating, LP will merge with and into

EnLink Midstream Partners, with EnLink Midstream Partners surviving; (ii) EnLink Midstream GP, LLC and EnLink Midstream Partners will merge with and into Elk Merger Sub II, with Elk Merger Sub II surviving; (iii) Magellan GP, LLC will

merge with and into Magellan Midstream Partners, with Magellan Midstream Partners surviving; (iv) Magellan Midstream Partners, Elk Merger Sub II and EnLink Midstream Manager, LLC will merge with and into ILP, with ILP surviving; (v) ONEOK

Energy Services Holdings, L.L.C. will merge with and into ONEOK Energy Services Company, II, with ONEOK Energy Services Company, II surviving; (vi) ONEOK Partners GP, L.L.C., ONEOK Unit Holdings, Inc. and MLP will merge with and into the

Original Issuer, with the Original Issuer surviving; (vii) ONEOK Energy Services Company, L.P. will merge with and into ONEOK Energy Services Company, II, with ONEOK Energy Services Company, II surviving; (viii) ONEOK Energy Services

Company, II, ONEOK ILP GP, L.L.C., ILP and EnLink Midstream Finance Corporation will merge with and into the Original Issuer, with the Original Issuer surviving (steps (i) through (iv), (vi) and (viii) the “Guarantor Consolidation

Mergers”), in each case effective as of September 9, 2026;

WHEREAS, pursuant to an Agreement and Plan of Merger, to

be dated on or about September 10, 2026 (the “TopCo Merger Agreement” and, together with the Master Reorganization Agreement, the “Merger Agreements”), among the Original Issuer, the Parent Guarantor, and

the New Issuer, among the other transactions contemplated thereby, the Original Issuer will merge with and into the New Issuer (the “Holding Company Merger” and, together with the Guarantor Consolidation Mergers, the

“Mergers”), with the New Issuer surviving the Holding Company Merger as a direct, wholly-owned subsidiary of the Parent Guarantor;

WHEREAS, each of EnLink Midstream Partners, Elk Merger Sub II, Magellan Midstream Partners, ILP, MLP and the Original Issuer, in their

respective capacities as the merging guarantor of the applicable Guarantor Consolidation Merger, are referred to herein as the “Merging Guarantors” and individually as a “Merging Guarantor”;

WHEREAS, each of EnLink Midstream Partners, Elk Merger Sub II, Magellan Midstream Partners, ILP, MLP and the Original Issuer, in their

respective capacities as the surviving entity of the applicable Guarantor Consolidation Merger, are referred to herein as the “Surviving Entities” and individually as a “Surviving Entity”;

WHEREAS, Section 901(11) of the Indenture provides that the New Issuer and the Trustee may from time to time and at any time,

without the consent of Holders, enter into a supplemental indenture to make any change that does not adversely affect the rights of any Holder;

WHEREAS, in connection with the Guarantor Consolidation Mergers, each entity surviving such Guarantor Consolidation Merger intends to

assume the obligations of the Guarantor counterpart to such Guarantor Consolidation Merger;

WHEREAS, Section 901(1) of the

Indenture provides that the Indenture may be supplemented without the consent of Holders to evidence the succession of another Person to the Company and the assumption by such successor of the covenants of the Company under the Indenture and the

Securities;

WHEREAS, Section 802 of the Indenture provides that in the case of any transaction in accordance with

Section 801 of the Indenture, and upon such assumption by the successor entity, by supplemental indenture, the New Issuer shall succeed to and be substituted for the Original Issuer with the same effect as if the New Issuer had been named as

the “Company” in the Indenture;

WHEREAS, in accordance with Section 801 of the Indenture, the New Issuer is

delivering this Supplemental Indenture to expressly assume at the Effective Time (as defined below) all the obligations of the Original Issuer under the Indenture and the Securities;

WHEREAS, in connection with the transactions contemplated by the Merger Agreement, the Parent Guarantor desires to become a guarantor

of, and provide at the Effective Time a Special Purpose Parent Guarantee (as defined below) of the New Issuer’s obligations under the Securities and the Indenture;

WHEREAS, the New Issuer has delivered or is delivering to the Trustee an Officers’ Certificate and Opinion of Counsel required by

Sections 102, 801 and 903 of the Indenture; and

WHEREAS, all acts and requirements necessary to make this Supplemental

Indenture a legal, valid and binding obligation of the New Issuer, the Surviving Entities (solely for purposes of Section 2.01 hereof and in connection with the Guarantor Consolidation Mergers) and the Parent Guarantor have been done; and

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto hereby agree, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE I

RELATION TO INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Relation to Indenture. With respect to the Securities, this Supplemental Indenture constitutes an integral part of

the Original Indenture.

Section 1.02 Definitions. For all purposes of this Supplemental Indenture, capitalized terms used

herein and not otherwise defined herein shall have the meanings assigned thereto in the Original Indenture.

Section 1.03 General

References. All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the term “herein”,

“hereof”, “hereunder” and any other word of similar import refers to this Supplemental Indenture.

ARTICLE II

ASSUMPTION OF OBLIGATIONS; SUCCESSION AND SUBSTITUTION

Section 2.01 Assumption of Obligations in Connection with Guarantor Consolidation Mergers.

(a) Effective upon the consummation of each Guarantor Consolidation Merger (the “Consolidation Effective Time”), the

applicable Surviving Entity hereby expressly and unconditionally assumes and agrees to perform, discharge and be bound by all obligations and liabilities of the applicable Merging Guarantor under the Indenture and the Merging Guarantor’s

Guarantee, including, without limitation, the full, irrevocable, unconditional and absolute guarantee of the due and punctual payment of the principal of, and premium, if any, and interest on, the Securities, and all other amounts constituting

Indenture Obligations (as defined below), in each case as and when the same shall become due and payable, whether at the Stated Maturity, upon redemption, by declaration of acceleration or otherwise, according to the terms of the Securities and the

Indenture.

(b) From and after the Consolidation Effective Time and until the ultimate merger of each applicable Surviving Entity, each

Surviving Entity shall succeed to and be substituted for the Merging Guarantor under the Indenture and the Merging Guarantor’s Guarantee with the same effect as if the Surviving Entity had been named as such Guarantor therein. All references

to the Merging Guarantor in the Indenture or in any Security shall be deemed to be references to the Surviving Entity.

avoidance of doubt, the Surviving Entity’s own preexisting obligations under the Indenture and, if applicable, the guarantee previously provided by the Surviving Entity with respect to the Securities continue in full force and effect and are

in no way released, impaired, limited or otherwise affected by any Guarantor Consolidation Merger in which such Surviving Entity remains in existence.

(d) Upon each Merging Guarantor’s separate existence having ceased by reason of the applicable Guarantor Consolidation Merger, such

Merging Guarantor shall have no further separate obligations under the Indenture or its Guarantee solely because it has ceased to exist as a separate entity.

Section 2.02 Assumption of Obligations of Original Issuer by New Issuer. Effective upon the consummation of the Holding Company

Merger (the “Effective Time”), (i) the New Issuer hereby expressly assumes the Original Issuer’s obligation as to the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all Securities

and the performance and observance of every covenant to be performed by the Original Issuer under the Indenture, as if the New Issuer had been named in the Indenture as the “Company” and (ii) the Parent Guarantor hereby expressly

confirms that its Special Purpose Parent Guarantee shall apply to the obligations under the Securities and the Indenture.

ARTICLE III

AGREEMENT TO GUARANTEE

Section 3.01 Unconditional Guarantee by Parent.

(a) For value received, subject to Sections 3.02 and 3.04 hereof, effective at the Effective Time, the Parent Guarantor hereby fully,

irrevocably, unconditionally and absolutely guarantees to the Holders of each series of Securities and to the Trustee the due and punctual payment of the principal of, and premium, if any, and interest on such Securities, and all other amounts due

and payable under the Indenture and such Securities by the New Issuer to the Trustee or such Holders, including, without limitation, all costs and expenses (including reasonable legal fees and disbursements of its agents and counsel) incurred by the

Trustee or such Holders in connection with the enforcement of the Indenture and the Special Purpose Parent Guarantee (collectively, the “Indenture Obligations”), when and as such amounts shall become due and payable, whether at

the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, according to the terms of such Securities and the Indenture. The guarantee by the Parent Guarantor set forth in this ARTICLE III is referred to herein as the

“Special Purpose Parent Guarantee.” Without limiting the generality of the foregoing, the Parent Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the

New Issuer to the Trustee or such Holders under the Indenture and such Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar

proceeding involving the New Issuer.

(b) Failing payment when due of any amount guaranteed pursuant to the Special Purpose Parent

Guarantee, for whatever reason, following the Effective Time, the Parent Guarantor will be obligated (to the fullest extent permitted by applicable law) to pay the same immediately to the Trustee, without

set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Special Purpose Parent Guarantee hereunder is intended to be a general, unsecured, senior obligation of

the Parent Guarantor and will rank pari passu in right of payment with all unsecured indebtedness of the Parent Guarantor that is not, by its terms, expressly subordinated in right of payment to the Special Purpose Parent Guarantee of the

Parent Guarantor. The Parent Guarantor hereby agrees that, to the fullest extent permitted by applicable law, subject to Sections 3.02 and 3.04 hereof, following the Effective Time, its obligations hereunder shall be full, irrevocable,

unconditional and absolute, irrespective of the validity, regularity or enforceability of such Securities, the Special Purpose Parent Guarantee or the Indenture, the absence of any action to enforce the same, any waiver or consent by any such Holder

with respect to any provisions hereof or thereof, the recovery of any judgment against the New Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Parent

Guarantor. The Parent Guarantor hereby agrees that in the event of a default in payment of any Indenture Obligations, whether at the Stated Maturity, upon redemption or by declaration of acceleration or otherwise, legal proceedings may be instituted

by the Trustee on behalf of the Holders or, subject to Section 507 of the Indenture, by such Holders, on the terms and conditions set forth in the Indenture, directly against the Parent Guarantor to enforce the Special Purpose Parent Guarantee

without first proceeding against the New Issuer.

3.04 hereof, the obligations of the Parent Guarantor under this ARTICLE III shall each be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or

condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of the New Issuer or the Parent

Guarantor contained in any of such Securities or the Indenture, (ii) any impairment, modification, release or limitation of the liability of the New Issuer, the Parent Guarantor or any of their estates in bankruptcy, or any remedy for the

enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Trustee or any such

Holder of any rights or remedies under any of such Securities or the Indenture or their delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any

of such Securities, including all or any part of the rights of the New Issuer or the Parent Guarantor under the Indenture, (v) the extension of the time for payment by the New Issuer or the Parent Guarantor of any payments or other sums or any

part thereof owing or payable under any of the terms and provisions of any of such Securities or the Indenture or of the time for performance by the New Issuer or the Parent Guarantor of any other obligations under or arising out of any such terms

and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation of the New Issuer or the Parent Guarantor set forth in the Indenture,

(vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of

creditors, reorganization, arrangement, composition or readjustment, rehabilitation or relief of, or other similar proceeding affecting, the New Issuer or the Parent Guarantor or any of their respective assets, or the disaffirmance of any of such

Securities, the Special Purpose Parent Guarantee or the Indenture in any such proceeding, (viii) the release or discharge of the New Issuer or the Parent Guarantor from the performance or observance of any agreement, covenant, term or condition

contained in any of such instruments by operation of law, (ix) the unenforceability of any of such Securities, the Special Purpose Parent Guarantee or the Indenture, (x) any change in the name, business, capital structure, corporate

existence, or ownership of the New Issuer or the Parent Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or the Parent Guarantor.

(d) To the fullest extent permitted by applicable law, the Parent Guarantor hereby (i) waives diligence, presentment, demand of payment,

notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the New Issuer or the Parent Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or

document evidencing the Special Purpose Parent Guarantee may be transferred (subject to the terms of the Indenture) and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the

Special Purpose Parent Guarantee without notice to them and (iii) covenants that the Special Purpose Parent Guarantee will not be discharged except by complete performance of the Special Purpose Parent Guarantee. To the fullest extent permitted

by applicable law, the Parent Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to the Special Purpose Parent Guarantee is, or must be, rescinded or returned for any reason whatsoever,

including without limitation, the insolvency, bankruptcy or reorganization of the Parent Guarantor, the Special Purpose Parent Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in

existence notwithstanding such application, and the Special Purpose Parent Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made.

(e) The Parent Guarantor shall be subrogated to all rights of the Holders and the Trustee against the New Issuer in respect of any amounts paid

by the Parent Guarantor pursuant to the provisions of the Indenture; provided, however, that the Parent Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of

subrogation with respect to any of such Securities until all of such Securities and the Special Purpose Parent Guarantee shall have been indefeasibly paid in full or discharged.

(f) To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the part of the Trustee or the

Holders, any right, power, privilege or remedy under this ARTICLE III and the Special Purpose Parent Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other

or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in

this ARTICLE III shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of such Securities pursuant to ARTICLE FIVE of the Indenture or to pursue any rights or remedies under the Indenture or under

applicable law.

(g) Notwithstanding anything in this Supplemental Indenture to the contrary, other than with respect to this Supplemental

Indenture, the Parent Guarantor will not be considered a guarantor, and the Parent Guarantee will not be considered a Guarantee, for any purpose under the Indenture. Therefore, other than as set forth in this Supplemental Indenture, the Parent

Guarantor will not be subject to the Indenture and will not be subject to any covenants or restrictions contained in the Indenture, including, without limitation, with respect to any merger, consolidation or sale of assets.

Section 3.02 Limitation on Guarantor Liability. Each of the Parent Guarantor and the Trustee hereby confirms that it is the

intention of all such parties that the Special Purpose Parent Guarantee of the Parent Guarantor does not constitute fraudulent transfers or conveyances for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent

Transfer Act or any similar federal or state law to the extent applicable to the Special Purpose Parent Guarantee. To effectuate the foregoing intention, the Trustee and the Parent Guarantor hereby irrevocably agree that the obligations of the

Parent Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Parent Guarantor that are relevant under such laws, and after giving effect to any

collections from, rights to receive contribution from or payments made by or on behalf of the Parent Guarantor in respect of the obligations of the Parent Guarantor under this ARTICLE III, result in the obligations of the Parent Guarantor under the

Special Purpose Parent Guarantee not constituting fraudulent transfers or conveyances.

Section 3.03 No Requirement to Endorse

Notation of Special Purpose Parent Guarantee. The Parent Guarantor hereby agrees that its execution and delivery of this Supplemental Indenture and the provisions set forth in this ARTICLE III shall evidence the Special Purpose Parent Guarantee

without the need for notation on any Securities.

Section 3.04 Release of Special Purpose Parent Guarantee. The Special

Purpose Parent Guarantee may be released at the option of the Parent Guarantor upon delivery of an Officer’s Certificate stating that the Special Purpose Parent Guarantee has been released.

Section 3.05 Benefits Acknowledged. The Parent Guarantor acknowledges that it shall receive direct and indirect benefits from the

financing arrangements contemplated by the Indenture and from the Special Purpose Parent Guarantee under this Supplemental Indenture.

ARTICLE IV

MISCELLANEOUS

Section 4.01 Notices. Notices to the Parent Guarantor shall be made in accordance with Section 105 of the Indenture at the

address for the New Issuer set forth in such Section. The address for the Corporate Trust Office of the Trustee shall be located at 601 Travis Street, 16th Floor, Houston, Texas 77002

Attention: Corporate Trust Administration or such other address as the Trustee may designate from time to time by notice to the Holders and the New Issuer.

Section 4.02 No Recourse Against Others. No director, officer, employee, partner (including, for greater certainty, any general

partner of any general partnership who is an individual person), incorporator, manager, stockholder or member of the New Issuer or any Guarantor, as such, will have any liability for any obligations of the New Issuer, the Surviving Entities or the

Parent Guarantor under the Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The waiver and release are part of the consideration for the issuance of the Special Purpose Parent

Guarantee and the Securities.

Section 4.03 Certain Trustee Matters.

The recitals contained herein shall be taken as the statements of the New Issuer, the Surviving Entities and the Parent Guarantor, and the

Trustee assumes no responsibility for their correctness.

The Trustee makes no representations as to the validity or sufficiency of this

Supplemental Indenture or the proper authorization or the due execution hereof or thereof by the New Issuer, the Surviving Entities or the Parent Guarantor.

Except as expressly set forth herein, nothing in this Supplemental Indenture shall alter the duties, rights, privileges, immunities or

obligations of the Trustee set forth in the Original Indenture and the Trustee shall be indemnified and held harmless in accordance with the terms thereof as fully and with like effect as if set forth herein in full.

Section 4.04 Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Original Indenture

shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture

and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.

Section 4.05 Governing Law. This Supplemental Indenture and the Securities shall be governed by and construed in accordance with

the laws of the State of New York. This Supplemental Indenture and the Securities are subject to the provisions of the Trust Indenture Act that are required to be part of this Supplemental Indenture and the Securities and shall, to the extent

applicable, be governed by such provisions.

Section 4.06 Counterparts. This instrument may be executed in any number of

counterparts, each of which, when delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Signatures to this Supplemental Indenture transmitted by electronic mail in

“portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document

bearing the original signature. The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture shall be deemed to include electronic signatures or electronic records, each of

which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal

Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(signature page follows)

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be

duly executed and delivered, all as of the day and year first above written.

FALCON MERGER SUB, L.L.C.

By:

/s/ Walter S. Hulse III

Name:

Walter S. Hulse III

Title:

Chief Financial Officer, Treasurer and

Executive Vice President, Investor

Relations and Corporate Development

FALCON TOPCO, INC.

By:

/s/ Walter S. Hulse III

Name:

Walter S. Hulse III

Title:

Chief Financial Officer, Treasurer and

Executive Vice President, Investor

Relations and Corporate Development

[Signature Page to ONEOK Eighth Supplemental Indenture]

For the limited purposes of Section 2.01 of this Supplemental Indenture

ONEOK, INC.

By:

/s/ Walter S. Hulse III

Name:

Walter S. Hulse III

Title:

Chief Financial Officer, Treasurer and

Executive Vice President, Investor

Relations and Corporate Development

ONEOK PARTNERS, L.P.

By: ONEOK Partners GP, L.L.C.,

its General Partner

By:

/s/ Walter S. Hulse III

Name:

Walter S. Hulse III

Title:

Chief Financial Officer, Treasurer and

Executive Vice President, Investor

Relations and Corporate Development

ONEOK PARTNERS INTERMEDIATE

LIMITED PARTNERSHIP

By: ONEOK ILP GP, L.L.C.,

its General Partner

By:

/s/ Walter S. Hulse III

Name:

Walter S. Hulse III

Title:

Chief Financial Officer, Treasurer and

Executive Vice President, Investor

Relations and Corporate Development

MAGELLAN MIDSTREAM PARTNERS, L.P.

By: Magellan GP, LLC,

its General Partner

By:

/s/ Walter S. Hulse III

Name:

Walter S. Hulse III

Title:

Chief Financial Officer, Treasurer and

Executive Vice President, Investor

Relations and Corporate Development

ENLINK MIDSTREAM PARTNERS, LP

By: EnLink Midstream GP, LLC,

its General Partner

By:

/s/ Walter S. Hulse III

Name:

Walter S. Hulse III

Title:

Chief Financial Officer, Treasurer and

Executive Vice President, Investor

Relations and Corporate Development

ELK MERGER SUB II, L.L.C.

By:

/s/ Walter S. Hulse III

Name:

Walter S. Hulse III

Title:

Chief Financial Officer, Treasurer and

Executive Vice President, Investor

Relations and Corporate Development

[Signature Page to ONEOK Eighth Supplemental Indenture]

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

By:

/s/ April Bradley

Name:

April Bradley

Title:

Vice President

[Signature Page to ONEOK Eighth Supplemental Indenture]

EX-4.3

Filename: d81803dex43.htm · Sequence: 9

EX-4.3

Exhibit 4.3

Execution Version

FALCON MERGER SUB, L.L.C.

(and after the Effective Time (as defined herein), ONEOK, L.L.C.)

as Issuer;

FALCON

TOPCO, INC.

(and after the Effective Time (as defined herein), ONEOK, Inc.)

as Parent Guarantor; and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee

SEVENTH

SUPPLEMENTAL INDENTURE

Dated as of September 8, 2026 to

INDENTURE

Dated as of

December 28, 2001

Relating to Debt Securities

6.000% Notes due 2035

Execution Version

SEVENTH SUPPLEMENTAL INDENTURE, dated as of September 8, 2026 (this “Supplemental Indenture”), among FALCON

NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as trustee under the Indenture, as defined below (in such capacity, the “Trustee”) and, solely for purposes of Section 2.01 hereof and in

Partners, L.P. (“Magellan Midstream Partners”), ONEOK Partners Intermediate Limited Partnership (“ILP”), ONEOK Partners, L.P. (“MLP”) and the Original Issuer (as defined below).

RECITALS

WHEREAS,

ONEOK, Inc., an Oklahoma corporation (the “Original Issuer”) and the Trustee have heretofore entered into an Indenture, dated as of December 28, 2001 (the “Original Indenture” and, the Original Indenture,