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 Representatives’ understanding, please sign and return to us counterparts hereof, and upon the acceptance hereof by the Representatives, 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 and each of the Selling Stockholders. It is understood that the Representatives’ 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 and the Selling Stockholders for examination, upon request, but without warranty on the Representatives’ part as to the authority of the signers thereof. Any person executing and delivering this Agreement as Attorney-in-Fact for a Selling Stockholder represents by so doing that he has been duly appointed as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing and binding Power-of-Attorney that authorizes such Attorney-in-Fact to take such action. Very truly yours, ROBINHOOD MARKETS, INC. By: Name: Title: XXXXXXXX XXXXX By: Name: Title As Attorney-in-Fact acting on behalf of each of the Selling Stockholders named in Schedule II to this Agreement. Accepted as of the date hereof Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC XXXXXXX XXXXX & CO. LLC By: Name: Title: X.X. XXXXXX SECURITIES LLC By: Name: Title On behalf of themselves and each of the other Underwriters SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Optional Shares to be Purchased if Maximum Option Exercised Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Barclays Capital Inc. Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC Mizuho Securities USA LLC JMP Securities LLC KeyBanc Capital Markets Inc. Xxxxx Xxxxxxx & Co. Xxxxxxxxxx Securities Inc. BMO Capital Markets Corp. BTIG, LLC Santander Investment Securities Inc. Academy Securities, Inc. Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Company, Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC Total SCHEDULE II Number of Optional Shares to be Total Number of Sold if Shares Maximum Option to be Sold Exercised The Company. The Selling Stockholder(s): - Xxxxx Xxxxx (a) - ...

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, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms. Very truly yours, ALABAMA POWER COMPANY By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Assistant Treasurer CONFIRMED AND ACCEPTED, as of the date first above written CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Managing Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Name of Underwriters Principal Amount of Series 2023B Senior Notes Citigroup Global Markets Inc. $66,000,000 Xxxxxx Xxxxxxx & Co. LLC 66,000,000 U.S. Bancorp Investments, Inc. 66,000,000 RBC Capital Markets, LLC 22,500,000 BMO Capital Markets Corp. 12,000,000 Huntington Securities, Inc. 12,000,000 Santander US Capital Markets LLC 12,000,000 Loop Capital Markets LLC 9,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC 9,000,000 FHN Financial Securities Corp. 6,000,000 Xxxxxxx Xxxxxxx Investment Services, Inc. 6,000,000 Regions Securities LLC 6,000,000 X.X. Xxxx & Associates, Inc. 4,500,000 Security Capital Brokerage, Inc. 3,000,000 TOTAL: $300,000,000 I-1 SCHEDULE II PRICING DISCLOSURE PACKAGE

Examples of Special Resolution Regime in a sentence

In the event Custodian or any Citi Affiliate becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights with respect to any Relevant Agreement against Custodian are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Relevant Agreement were governed by the laws of the United States or a state of the United States.
In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Amendment, and any interest and obligation in or under this Amendment, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Amendment, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter 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 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. 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, IDEAYA BIOSCIENCES, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx 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] Xxxxxxxxx LLC 000 Xxxxxxx Xxxxxx New York, New York 10022 Attn: [__________] Reference is made to the Open Market Sales Agreement between IDEAYA Biosciences, Inc. (the “Company”) and Xxxxxxxxx LLC (the “Agent”) dated as of June 26, 2023. 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 Sales Agreement, dated as of June 26, 2023 (the “Agreement”), by and between IDEAYA Biosciences, 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 definition

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