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 and to the Guarantor a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Guarantor in accordance with its terms. Very truly yours, SOUTHERN COMPANY GAS CAPITAL CORPORATION By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Vice President and Treasurer SOUTHERN COMPANY GAS By: /s/ Xxx X. Xxxxxxx Name: Xxx X. Xxxxxxx Title: Assistant Treasurer CONFIRMED AND ACCEPTED, as of the date first above written BofA SECURITIES, INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director SCOTIA CAPITAL (USA) INC. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director As Representatives of the Several Underwriters named in Schedule I hereto SCHEDULE I Name of Underwriters Principal Amount of Securities BofA Securities, Inc. $80,000,000 Citigroup Global Markets Inc. 80,000,000 MUFG Securities Americas Inc. 80,000,000 Scotia Capital (USA) Inc. 80,000,000 BMO Capital Markets Corp. 40,000,000 Santander US Capital Markets LLC 40,000,000 SMBC Nikko Securities America, Inc. 40,000,000 FHN Financial Securities Corp. 15,000,000 Loop Capital Markets LLC 15,000,000 Xxxxxxx Capital Markets LLC 10,000,000 X.X. Xxxx & Associates, Inc. 10,000,000 Xxxxxx X. Xxxxxxx & Company, Inc. 10,000,000 TOTAL: $500,000,000 Schedule I-1 SCHEDULE II-A PRICING DISCLOSURE PACKAGE

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 one for the Company and each of the Representatives plus one for each counsel 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, Health Catalyst, Inc. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Financial Officer Accepted as of the date hereof: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Executive Director Xxxxxxx Xxxxx & Co. LLC By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director Evercore Group L.L.C. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Senior Managing Director, Advisory On behalf of each of the Underwriters SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Optional Shares to be Purchased if Maximum Option Exercised X.X. Xxxxxx Securities LLC 1,538,915 230,837 Xxxxxxx Xxxxx & Co. LLC 1,538,915 230,837 Evercore Group L.L.C. 318,397 47,760 Xxxxx Xxxxxxx & Co. 212,264 31,839 SVB Leerink LLC 212,264 31,839 Canaccord Genuity LLC 106,132 15,920 Cantor Xxxxxxxxxx & Co. 106,132 15,920 Xxxxxxx Xxxxx & Associates, Inc. 106,132 15,920 Xxxxxx, Xxxxxxxx & Company, Incorporated 106,132 15,920 Total 4,245,283 636,792 Exhibit 1.1 SCHEDULE II

Examples of Special Resolution Regime in a sentence

In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the 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.
In the event that the Agent is a Covered Entity and the Agent or a BHC Act Affiliate of the Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against the 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 any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter 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 Agent is a Covered Entity or the Agent or a BHC Act Affiliate of the Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against the 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 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 Dxxx-Fxxxx 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 and each of the Selling Shareholders. 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 and the Selling Shareholders for examination, upon request, but without warranty on your part as to the authority of the signers thereof. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, CI&T Inc By: Name: Title: Very truly yours, [●] By: Name: Title: By: Name: Title: As Attorneys-in-Fact acting on behalf of each of the Selling Shareholders above referred Very truly yours, AI Calypso Bxxxx LLC AI Iaeptus Grey LLC AI Titan Black LLC By: Name: Title: Accepted as of the date hereof in New York, New York. Gxxxxxx Sxxxx & Co. LLC By: Name: Title: Citigroup Global Markets, Inc. By: Name: Title: On behalf of each of the Underwriters SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Optional Shares to be Purchased if Maximum Option is Exercised Gxxxxxx Sachs & Co. LLC Citigroup Global Markets, Inc. J.X. Xxxxxx Securities LLC. Mxxxxx Sxxxxxx & Co. LLC Itau BBA USA Securities, Inc. BofA Securities, Inc. Bradesco Securities Inc. [●] Total 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, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Issuer in accordance with its terms. Very truly yours, XXXXXXXXX FINANCIAL GROUP INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President and General Counsel CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXXXX LLC As Representative of the several Underwriters named in Schedule A hereto By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director SMBC NIKKO SECURITIES AMERICA, INC. As Representative of the several Underwriters named in Schedule A hereto By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director SCHEDULE A Principal Amount of Securities Name of Underwriter Xxxxxxxxx LLC $1,005,000,000 SMBC Nikko Securities America, Inc. $150,000,000 BNY Mellon Capital Markets, LLC $75,000,000 Citigroup Global Markets Inc. $75,000,000 HSBC Securities (USA) Inc. $75,000,000 AmeriVet Securities, Inc. $30,000,000 Huntington Securities, Inc. . $30,000,000 M&T Securities, Inc. $30,000,000 U.S. Bancorp Investments, Inc. $30,000,000 Total $1,500,000,000 SCHEDULE B XXXXXXXXX FINANCIAL GROUP INC.

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, Taysha Gene Therapies, Inc. By: Name: Title: Accepted as of the date hereof: Xxxxxxx Xxxxx & Co. LLC By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: Xxxxxxxxx LLC By: Name: Title: On behalf of each of the 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 [●] [●] Xxxxxx Xxxxxxx & Co. LLC [●] [●] Xxxxxxxxx LLC [●] [●] Chardan Capital Markets, LLC [●] [●] Total [●] [●] 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, please sign and return to us one for the Company and the Representatives plus one for each counsel 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, ALTIMAR ACQUISITION CORP. II By: Name: Title: Accepted as of the date hereof: XXXXXXX SACHS & CO. LLC By: Name: Title: X.X. XXXXXX SECURITIES LLC By: Name: Title: On behalf of each of the Underwriters SCHEDULE I Underwriter Total Number of Firm Units to be Purchased Units to be Purchased if Maximum Option Exercised Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Total 30,000,000 34,500,000 SCHEDULE II Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package: The initial public offering price per unit for the Units is $10.00. The number of Units purchased by the Underwriters is 30,000,000. The Underwriters have an option to purchase an additional 4,500,000 Units. SCHEDULE III SCHEDULE OF TESTING-THE-WATERS WRITINGS

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 one for the Company and the Representative plus one for each counsel 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, XXXXXX VENTURES ACQUISITION CO. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Financial Officer Accepted as of the date hereof: XXXXXXX SACHS & CO. LLC By: / s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Managing Director On behalf of each of the Underwriters SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Shares to be Purchased if Maximum Option Exercised Xxxxxxx Sachs & Co. LLC 27,000,000 31,050,000 Xxxxx Xxxxxxx & Co. 3,000,000 3,450,000 Total 30,000,000 34,500,000 SCHEDULE II Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package: The initial public offering price per share for the Shares is $10.00. The number of Shares purchased by the Underwriters is 30,000,000. The Underwriters have an option to purchase an additional 4,500,000 Shares. SCHEDULE III SCHEDULE OF TESTING-THE-WATERS WRITINGS

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

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