a. by December 6, 2019, the Debtors shall have received valid
and enforceable Other Backstop Commitments on substantially the same terms and conditions as set forth in this Backstop Commitment Letter that in the aggregate with this Backstop Commitment result in Aggregate Backstop Commitments of no less than
the Equity Offering Cap;
b. other than the consummation of any Permitted Equity Offering or the Rights Offering,
the satisfaction of all of the other conditions to the Effective Date provided for in the Plan or the waiver of any such conditions by the Debtors in accordance with the Plan (to the extent the Plan expressly provides for the possibility of such a
waiver);
c. the Bankruptcy Court shall have entered the Confirmation Order, which shall confirm the Plan with such
amendments, modifications, changes and consents as are approved by those entities having no less than a majority of the Aggregate Backstop Commitments (such approval not to be unreasonably withheld, conditioned or delayed), and such Confirmation
Order shall be in full force and effect, and no stay thereof shall be in effect;
d. this Backstop Commitment
Letter shall have been approved by an order of the Bankruptcy Court and such order shall be in full force and effect, and no stay thereof shall be in effect;
e. the transactions contemplated herein shall have been authorized by an order of the Bankruptcy Court (which may be
the Confirmation Order) such order shall be in full force and effect, and no stay thereof shall be in effect;
f. total PG&E weighted average earning rate base (including electric generation, electric transmission, electric
distribution, gas distribution, gas transmission and storage) for estimated 2021 shall be no less than 95% of $48 billion; and
g. no result, occurrence, fact, change, event, effect, violation, penalty, inaccuracy or circumstance (whether or not
constituting a breach of a representation, warranty or covenant set forth in the Plan) that, individually or in the aggregate with any such other results, occurrences, facts, changes, events, effects, violations, penalties, inaccuracies, or
circumstances, (i) would have or would reasonably be expected to have a material adverse effect on the business, operations, assets, liabilities, capitalization, financial performance, financial condition or results of operations, in each case,
of the Debtors, taken as a whole, or (ii) would reasonably be expected to prevent or materially delay the ability of the Debtors to consummate the transactions contemplated by this Backstop Commitment Letter or the Plan or perform their
obligations hereunder or thereunder (each a Material Adverse Effect) shall have occurred; provided, however, that none of the following results, occurrences, facts, changes, events, effects, violations,
penalties, inaccuracies, or circumstances shall constitute or be taken into account in determining whether a Material Adverse Effect has occurred, is continuing or would reasonably be expected to occur: (A) the filing of the Chapter 11
Cases, and the fact that the Debtors are operating in bankruptcy (B) results, occurrences, facts, changes, events, effects, violations, inaccuracies, or circumstances affecting (1) the electric or gas utility businesses in the United
States generally or (2) the economy, credit, financial, capital or commodity markets, in the United States or elsewhere in the world, including changes in interest rates, monetary policy or inflation, (C) changes or prospective changes in
law (other than any law or regulation of California or the United States that is applicable to any electrical utility) or in GAAP or accounting standards, or any changes or prospective changes in the interpretation or enforcement of any of the
foregoing, (D) any decline in the market price, or change in trading volume, of any securities of the Debtors, (E) any failure to meet any internal or public projections, forecasts, guidance, estimates, milestones, credit ratings, budgets or
internal or published financial or operating predictions of revenue, earnings, cash flow or cash position, (F) any wildfire occurring after the Petition Date and prior to January 1, 2020, and (G) one or more wildfires, occurring on or
after January 1, 2020, that destroys or damages fewer than 500 dwellings or commercial structures (Structures) in the aggregate (it being understood that (I) the exceptions in clauses (D) and (E) shall
not prevent or otherwise affect a determination that the underlying cause of any such change, decline or failure referred to therein is a Material Adverse Effect and
7