Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature Page Follows] If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Aqua America, Inc. By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Secretary Accepted as of the date hereof: Xxxxxxx Sachs & Co. LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director RBC Capital Markets, LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director On behalf of each of the Underwriters SCHEDULE I Underwriter Total Number of Firm Securities to be Purchased Number of Optional Securities to be Purchased if Maximum Option Exercised Xxxxxxx Xxxxx & Co. LLC 9,829,939 1,474,491 RBC Capital Markets, LLC 9,829,939 1,474,491 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,296,103 344,415 Xxxxxx Xxxxxxx & Co. LLC 2,296,103 344,415 Xxxxx Fargo Securities, LLC 1,607,272 241,091 PNC Capital Markets LLC 1,974,648 296,197 Barclays Capital Inc. 1,607,272 241,091 Citizens Capital Markets, Inc. 551,065 82,660 The Huntington Investment Company 551,065 82,660 MUFG Securities Americas Inc. 551,065 82,660 X.X. Xxxxxx Securities LLC 375,642 56,346 TD Securities (USA) LLC 375,642 56,346 Xxxxxx X. Xxxxx & Co. Incorporated 162,478 24,372 Boenning & Scattergood, Inc. 162,478 24,372 HSBC Securities (USA) Inc. 162,478 24,372 Xxxxxx Xxxxxxxxxx Xxxxx LLC 162,478 24,371 Total 32,495,667 4,874,350 SCHEDULE II

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the several Purchasers in accordance with its terms. Very truly yours, CHENIERE ENERGY, INC. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Senior Vice President and Chief Financial Officer The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC for itself and as Representative of the several Purchasers /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director SCHEDULE A Purchasers Purchaser Principal Amount of Securities Credit Suisse Securities (USA) LLC $ 90,973,000 BofA Securities, Inc. $ 90,972,000 CIBC World Markets Corp. $ 117,184,000 Credit Agricole Securities (USA) Inc. $ 78,637,000 Xxxxxxx Sachs & Co. LLC $ 90,972,000 HSBC Securities (USA) Inc. $ 117,184,000 ING Financial Markets LLC $ 143,397,000 Intesa Sanpaolo S.p.A. $ 77,866,000 X.X. Xxxxxx Securities LLC $ 117,184,000 Mizuho Securities USA LLC $ 117,184,000 Xxxxxx Xxxxxxx & Co. LLC $ 98,836,000 MUFG Securities Americas Inc. $ 143,397,000 Natixis Securities Americas LLC $ 78,637,000 RBC Capital Markets, LLC $ 117,184,000 Santander Investment Securities Inc. $ 78,637,000 SG Americas Securities, LLC $ 143,397,000 SMBC Nikko Securities America, Inc. $ 143,397,000 ABN AMRO Securities (USA) LLC $ 38,548,000 Citigroup Global Markets Inc. $ 38,548,000 nabSecurities, LLC $ 39,318,000 Scotia Capital (USA) Inc. $ 38,548,000 Total $ 2,000,000,000 SCHEDULE B Issuer Free Writing Communications (included in the General Disclosure Package)

Examples of Special Resolution Regime in a sentence

In the event that the Sales Agent that is a Covered Entity or a BHC Act Affiliate of such Sales Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Sales Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
In the event that the Sales Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Sales Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

More Definitions of Special Resolution Regime

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Apple Inc. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Corporate Treasurer Accepted as of the date hereof: XXXXXXX XXXXX & CO. LLC BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC on behalf of each of the Underwriters XXXXXXX XXXXX & CO. LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Accepted as of the date hereof: XXXXXXX XXXXX & CO. LLC BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC on behalf of each of the Underwriters BARCLAYS CAPITAL INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Accepted as of the date hereof: XXXXXXX XXXXX & CO. LLC BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC on behalf of each of the Underwriters X.X. XXXXXX SECURITIES LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director SCHEDULE I Underwriter 2026 Notes 2028 Notes 2030 Notes 2033 Notes 2053 Notes Xxxxxxx Xxxxx & Co. LLC $350,000,000 $525,000,000 $175,000,000 $350,000,000 $437,500,000 Barclays Capital Inc. $175,000,000 $262,500,000 $87,500,000 $175,000,000 $218,750,000 X.X. Xxxxxx Securities LLC $175,000,000 $262,500,000 $87,500,000 $175,000,000 $218,750,000 BofA Securities, Inc. $70,000,000 $105,000,000 $35,000,000 $70,000,000 $87,500,000 Deutsche Bank Securities Inc. $70,000,000 $105,000,000 $35,000,000 $70,000,000 $87,500,000 Xxxxxx Xxxxxxx & Co. LLC $70,000,000 $105,000,000 $35,000,000 $70,000,000 $87,500,000 Academy Securities, Inc. $15,000,000 $22,500,000 $7,500,000 $15,000,000 $18,750,000 Xxxxxxx Capital Markets LLC $15,000,000 $22,500,000 $7,500,000 $15,000,000 $18,750,000 CastleOak Securities, L.P. $15,000,000 $22,50...

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company, Symbotic LLC and each of the Selling Securityholders. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, Symbotic LLC and the Selling Securityholders for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Symbotic Inc. Selling Securityholders: Xxxxxxx X. Xxxxx Revocable Trust By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. XxXxxxxx By: /s/ Xxxxxxx X. Xxxxx Title: Senior VP & General Counsel Name: Xxxxxxx X. Xxxxx Title: Trustee Symbotic Holdings LLC The RBC Millennium Trust By: Symbotic Inc., its Managing Member By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx Title: Trustee Name: Xxxxx X. XxXxxxxx Title: Senior VP & General Counsel By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Trustee The RBC 2021 4 Year GRAT By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Trustee RJJRP Holdings, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: President Accepted as of the date hereof: Xxxxxxx Xxxxx & Co. LLC By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Partner, Managing Director SCHEDULE I Underwriter Number of Firm Shares to be Purchased Maximum Number of Optional Shares Which May be Purchased Xxxxxxx Xxxxx & Co. LLC 10,000,000 1,500,000 Total 10,000,000 1,500,000 SCHEDULE II

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature Page Immediately Follows] 39 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms Very truly yours, ARDELYX, INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted by the Agent in New York, New York as of the date first above written. XXXXXXXXX LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A ISSUANCE NOTICE [Date] Jefferies LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: [__________] Reference is made to the Open Market Sale Agreement between Ardelyx, Inc. (the “Company”) and Xxxxxxxxx LLC (the “Agent”) dated as of July 8, 2020. The Company confirms that all conditions to the delivery of this Issuance Notice are satisfied as of the date hereof. Date of Delivery of Issuance Notice (determined pursuant to ‎Section 3(b)(i)): _______________________ Issuance Amount (equal to the total Sales Price for such Shares): $ Number of days in selling period: First date of selling period: Last date of selling period: Settlement Date(s) if other than standard T+2 settlement: Floor Price Limitation (in no event less than $1.00 without the prior written consent of the Agent, which consent may be withheld in the Agent’s sole discretion): $ ____ per share Comments: _______________________________________ By: Name: Title: EXHIBIT B OFFICER’S CERTIFICATE ___________, 20[_] Reference is made to that certain Open Market Sale Agreement, dated as of July 8, 2020 (the “Agreement”), by and between Ardelyx, Inc., a Delaware corporation (the “Company”), and Xxxxxxxxx LLC. Capitalized terms used without definition herein shall have the meanings assigned thereto in the Agreement. The undersigned, being the _________ of the Company, hereby certifies on behalf of the Company and not in a personal capacity (and with no personal liability therefor) as follows:

Special Resolution Regime means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement among Issuer, Japan and the several Underwriters in accordance with its terms. Very truly yours, JAPAN BANK FOR INTERNATIONAL COOPERATION JAPAN By By NOSE Nozomi Chief Representative in New York Representative Office in New York (Regional Headquarters for the Americas) XXX Xxxxxx Xxxx Authorized Representative of Japan [Signature page for Underwriting Agreement] The foregoing Underwriting Agreement is xxxxxx confirmed and accepted as of the date first above written. DAIWA CAPITAL MARKETS EUROPE LIMITED By Authorized Signatory BARCLAYS BANK PLC By Authorized Signatory BOFA SECURITIES, INC. By Authorized Signatory XXXXXXX XXXXX INTERNATIONAL By Authorized Signatory The foregoing Underwriting Agreement is xxxxxx confirmed and accepted, solely with respect to Section 14 and Section 15 as of the date first above written. XXXXXXX XXXXX INTERNATIONAL By Authorized Signatory [Signature page for Underwriting Agreement] SCHEDULE I Representative(s): Daiwa Capital Markets Europe Limited Barclays Bank PLC BofA Securities, Inc. Xxxxxxx Xxxxx International Title, Purchase Price and Description of Securities: Title: U.S.$1,500,000,000 4.625% Guaranteed Bonds Due July 19, 2028 (the “Securities”) Principal amount: U.S.$1,500,000,000 Purchase price (including accrued interest or amortization, if applicable): U.S.$1,491,510,000 Underwriting Discount:

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