0001206774-19-003826 Sample Contracts

To: New Jersey Resources Corporation
New Jersey Resources Corp • December 9th, 2019 • Natural gas distribution
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NEW JERSEY RESOURCES CORPORATION 5,700,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 2019 • New Jersey Resources Corp • Natural gas distribution • New York

This agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among New Jersey Resources Corporation, a New Jersey corporation (the “Company”), Wells Fargo Securities, LLC (“Wells Fargo”) and J.P. Morgan Securities LLC (together with Wells Fargo, the “Representatives”), as representatives of a group of underwriters (the “Underwriters”), Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, in their capacity as Forward Sellers, and Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association, in their capacity as Forward Purchasers, and the other parties thereto (if any), relating to a proposed underwritten public offering of common stock (the “Common Stock”) of the Company.

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