Common use of AGENCY TRANSACTION NOTICE Clause in Contracts

AGENCY TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Agency Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Citigroup][BMO Capital Markets] under, and pursuant to, that certain Equity Distribution Agreement between the Company and Citigroup and BMO Capital Markets, dated August [●], 2019 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Agency Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Agency Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD[__.__] Very truly yours, COEUR MINING, INC. By: Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.] By: Name: Title: EXHIBIT B COEUR MINING, INC. Common Stock TERMS AGREEMENT [_______], 20[__] Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 Ladies and Gentlemen: Coeur Mining, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated May 20, 2019 (the “Equity Distribution Agreement”), between the Company and Citigroup Global Markets Inc. (“Citigroup”) and BMO Capital Markets Corp. (“BMOCM”), to issue and sell to [Citigroup][BMOCM] [_______] shares of the Company’s common stock, par value $[_.__] per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [Citigroup][BMOCM] the option to purchase an additional [_______] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[Citigroup][BMOCM] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [Citigroup][BMOCM] to the Company for the Purchased Shares. This option may be exercised by [Citigroup][BMOCM] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [Citigroup][BMOCM], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [Citigroup][BMOCM] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [Citigroup][BMOCM], and [Citigroup][BMOCM] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [Citigroup][BMOCM] and the Company. COEUR MINING, INC. By: Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by [Citigroup][BMO Capital Markets]: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To Citigroup’s account, or the account of Citigroup’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): • the officer’s certificate referred to in Section 4(c); • the legal opinions referred to in Section 4(d) and (e); • the “comfort letter” referred to in Section 4(f); and • such other documents as [Citigroup][BMOCM] shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(q) of the Equity Distribution Agreement, [________].] EXHIBIT C Form of Opinion of Counsel to the Company

AGENCY TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Agency Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Citigroup][BMO Capital Markets] the Agents under, and pursuant to, that certain Equity Distribution Agreement between the Company and Citigroup and BMO Capital MarketsMarkets Corp. (“BMOCM”), CIBC World Markets Corp. (“CIBC”), Cormark Securities Inc. (“Cormark”) TD Securities (USA) LLC (“TD”, and, together with BMOCM, CIBC and Cormark, the “Agents”), dated August [●[ ], 2019 20[ ] (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Agency Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Agency Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______[ ], 20[__[ ], [_______[ ], 20[__[ ] . . . [_______[ ], 20[__[ ] Maximum Number of Shares to be Sold in the Aggregate: [_______[ ] Maximum Number of Shares to be Sold on each Trading Day: [_______[ ] Floor Price: USD[__.__[ . ] Compensation payable to the Agents: [ ]% of the gross offering proceeds of the Shares sold in this Agency Transaction Very truly yours, COEUR MINING, XXXXXXX POWER SYSTEMS INC. By: Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.] . on behalf of itself and the other Agents By: Name: Title: EXHIBIT B COEUR MINING, XXXXXXX POWER SYSTEMS INC. Common Stock Shares TERMS AGREEMENT [_______[ ], 20[__[ ] Citigroup Global BMO Capital Markets Inc. 000 Xxxxxxxxx Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, Xxxx 00000 Ladies and Gentlemen: Coeur Mining, Xxxxxxx Power Systems Inc., a Delaware British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated May [ ], 20, 2019 [ ] (the “Equity Distribution Agreement”), between the Company and Citigroup Global Markets Inc. (“Citigroup”) and BMO Capital Markets Corp. (“BMOCM”), CIBC World Markets Corp. (“CIBC”), Cormark Securities Inc. (“Cormark”) TD Securities (USA) LLC (“TD”, and, together with BMOCM, CIBC and Cormark, the “Agents”), to issue and sell to [Citigroup][BMOCMBMOCM [ ] [_______] shares of the Company’s common stockshares, without par value $[_.__] per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [Citigroup][BMOCM] BMOCM the option to purchase an additional [_______[ ] shares of such common stock shares (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement. [[Citigroup][BMOCM] BMOCM shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [Citigroup][BMOCM] BMOCM to the Company for the Purchased Shares. This option may be exercised by [Citigroup][BMOCM] BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [Citigroup][BMOCM]the Agents, as agent agents of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the ProspectusProspectus Supplement, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [Citigroup][BMOCM] BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [Citigroup][BMOCM]BMOCM, and [Citigroup][BMOCM] BMOCM agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [Citigroup][BMOCM] BMOCM and the Company. COEUR MINING, XXXXXXX POWER SYSTEMS INC. By: Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.] . By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__[ . ] per share] Purchase Price by [Citigroup][BMO Capital Markets]BMOCM: USD[__.__[ . ] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To Citigroup’s account, or the account of Citigroup’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______[ ], 20[__[ ] Closing Location: [_______[ ] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled Schedule is annexed): • · the officer’s certificate referred to in Section 4(c4(d); • · the legal opinions referred to in Section 4(d4(e) and (eSection 3(q); • · the “comfort letter” referred to in Section 4(f); and • · such other documents as [Citigroup][BMOCM] BMOCM shall reasonably request. [Indemnity: [_______[ ]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(q3(l) of the Equity Distribution Agreement, [________[ ].] EXHIBIT C Form of Opinion of Counsel to the Company]

AGENCY TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Agency Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Citigroup][BMO Capital Markets__] under, and pursuant to, that certain Equity Distribution Agreement between the Company BreitBurn Parties and Citigroup and BMO Capital Marketsthe Managers, dated August [●]March 19, 2019 2014 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Agency Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Agency Transaction Notice relates are as follows: Trading Day(s) on which Shares Units may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number of Shares Units to be Sold in the Aggregate: [_______] Maximum Number of Shares Units to be Sold on each Trading Day: [_______] Floor Price: USD[__.__] Very truly yours, COEUR MINING, INC. BREITBURN ENERGY PARTNERS L.P. By: BREITBURN GP, LLC its general partner By: _____________________ Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.] BREITBURN GP, LLC By: ______________________ Name: Title: EXHIBIT B COEUR MINING, INC. BREITBURN ENERGY PARTNERS L.P. Common Stock Units TERMS AGREEMENT [_______], 20[__] Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 Ladies and Gentlemen: Coeur Mining, Inc.BreitBurn Energy Partners L.P., a Delaware corporation limited partnership (the “CompanyPartnership”), proposes, subject to the terms and conditions stated herein, in Schedule I hereto and in the Equity Distribution Agreement, dated May 20March 19, 2019 2014 (the “Equity Distribution Agreement”), between among the Company Partnership, BreitBurn GP, LLC, a Delaware limited liability company (collectively, the “BreitBurn Parties”), and BMO Capital Markets Corp., Mitsubishi UFJ Securities (USA), Inc., Barclays Capital Inc., Citigroup Global Markets Inc. (“Citigroup”) and BMO Capital Markets Corp. (“BMOCM”)Rxxxxxx Jxxxx & Associates, Inc., to issue and sell to [Citigroup][BMOCM__] (the “Manager”) [_______] shares of common units representing limited partner interests in the Company’s common stock, par value $[_.__] per share Partnership (the “Purchased SharesCommon Units”)[, and, solely for the purpose of covering over-allotments, to grant to [Citigroup][BMOCM] the Manager the option to purchase an additional [_______] shares of such common stock units representing limited partner interests in the Partnership (the “Additional SharesCommon Units”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement. [[Citigroup][BMOCM] The Manager shall have the right to purchase from the Company Partnership all or a portion of the Additional Shares Common Units as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares Common Units at the same purchase price per share unit to be paid by [Citigroup][BMOCM] the Manager to the Company Partnership for the Purchased SharesCommon Units. This option may be exercised by [Citigroup][BMOCM] the Manager at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the CompanyBreitBurn Parties. Such notice shall set forth the aggregate number of Additional Shares Common Units as to which the option is being exercised, and the date and time when the Additional Shares Common Units are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule I hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares Common Units shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased SharesCommon Units.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [Citigroup][BMOCM]the Manager, as agent of the CompanyPartnership, of offers to purchase Shares Units in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares Common Units [and the Additional SharesCommon Units], in the form heretofore delivered to [Citigroup][BMOCM] the Manager is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule I hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company Partnership agrees to issue and sell to [Citigroup][BMOCM]the Manager, and [Citigroup][BMOCM] the Manager agrees to purchase from the CompanyPartnership, the Purchased Shares Common Units at the time and place and at the purchase price set forth in the Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [Citigroup][BMOCM] the Manager and the CompanyBreitBurn Parties. COEUR MINING, INC. BREITBURN ENERGY PARTNERS L.P. By: BREITBURN GP, LLC its general partner By: ________________________ Name: Title: BREITBURN GP, LLC By: _______________________ Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.__] By: ________________________ Name: Title: Schedule I to Terms Agreement [Price to Public: USD[__.__] per sharecommon unit] Purchase Price by [Citigroup][BMO Capital Markets]the Manager: USD[__.__] per share common unit Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company Partnership in same day funds.] Method of Delivery: [To Citigroup’s account, or the account of Citigroup’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): • the officer’s certificate referred to in Section 4(c); • the legal opinions referred to in Section 4(d) and (e); • the “comfort letter” referred to in Section 4(f); and • such other documents as [Citigroup][BMOCM] shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(q) of the Equity Distribution Agreement, [________].] EXHIBIT C Form of Opinion of Counsel to the Company

AGENCY TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Agency Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Citigroup][BMO BMO Capital Markets Corp.][RBC Capital Markets, LLC] under, and pursuant to, that certain ATM Equity Distribution Offering Sales Agreement between the Company and Citigroup BMO Capital Markets Corp. and BMO RBC Capital Markets, LLC, dated August [●]February 23, 2019 2023 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Agency Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Agency Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD[__.__] Very truly yours, COEUR MINING, INC. By: Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.] [RBC CAPITAL MARKETS, LLC] By: Name: Title: EXHIBIT B COEUR MINING, INC. Common Stock TERMS AGREEMENT [_______], 20[__] Citigroup Global BMO Capital Markets Inc. Corp. 000 Xxxxxxxxx X 00xx Xxxxxx Xxx Xxxx, Xxx XxxxXX 00000 RBC Capital Markets, 00000 LLC 000 Xxxxx Xxxxxx, 8th Floor Brookfield Place New York New York, New York 10281 Ladies and Gentlemen: Coeur Mining, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the ATM Equity Distribution Offering Sales Agreement, dated May 20February 23, 2019 2023 (the “Equity Distribution Sales Agreement”), between the Company and Citigroup Global Markets Inc. (“Citigroup”) and BMO Capital Markets Corp. (“BMOCMBMO”) and RBC Capital Markets, LLC (“RBC”), to issue and sell to [Citigroup][BMOCMBMO][RBC] [_______] shares of the Company’s common stock, par value $[_.__] per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [Citigroup][BMOCMBMO][RBC] the option to purchase an additional [_______] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[Citigroup][BMOCMBMO][RBC] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [Citigroup][BMOCMBMO][RBC] to the Company for the Purchased Shares. This option may be exercised by [Citigroup][BMOCMBMO][RBC] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Sales Agreement not specifically related to the solicitation by [Citigroup][BMOCMBMO][RBC], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [Citigroup][BMOCMBMO][RBC] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Sales Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [Citigroup][BMOCMBMO][RBC], and [Citigroup][BMOCMBMO][RBC] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Sales Agreement incorporated herein by reference, shall constitute a binding agreement between [Citigroup][BMOCMBMO][RBC] and the Company. COEUR MINING, INC. By: Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.] [RBC CAPITAL MARKETS, LLC] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by [Citigroup][BMO Capital MarketsBMO][RBC]: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To Citigroup’s account, or the account of Citigroup’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): • the officer’s certificate referred to in Section 4(c); • the legal opinions referred to in Section 4(d) and (e); • the “comfort letter” referred to in Section 4(f); and • such other documents as [Citigroup][BMOCM] shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(q) of the Equity Distribution Agreement, [________].] EXHIBIT C Form of Opinion of Counsel to the Company

AGENCY TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Agency Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Citigroup][BMO UBS Securities LLC][BMO Capital MarketsMarkets Corp.] [X.X. Xxxxxxxxxx & Co., LLC][Cantor Xxxxxxxxxx & Co.][Xxxx Capital Partners, LLC][A.G.P. / Alliance Global Partners], under, and pursuant to, that certain Equity Distribution Agreement between the Company XxXxxx Mining Inc. (the “Company”) and Citigroup and UBS Securities LLC, BMO Capital MarketsMarkets Corp., X.X. Xxxxxxxxxx & Co., LLC, Cantor Xxxxxxxxxx & Co., Xxxx Capital Partners, LLC and A.G.P. / Alliance Global Partners, dated August November [●·], 2019 2018 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Agency Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Agency Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______[ ], 20[__[ ], [_______[ ], 20[__[ ] . . . [_______[ ], 20[__[ ] Maximum Number of Shares to be Sold in the Aggregate: [_______[ ] Maximum Number of Shares to be Sold on each Trading Day: [_______[ ] Floor Price: USD[__.__[ . ] Very truly yours, COEUR MINING, XXXXXX MINING INC. By: Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.[ ] [BMO CAPITAL MARKETS CORP.] By: Name: Title: By: Name: Title: EXHIBIT B COEUR MINING, XXXXXX MINING INC. Common Stock TERMS AGREEMENT [_______[ ], 20[__[ ] Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 [ ] Ladies and Gentlemen: Coeur Mining, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated May 20, 2019 (the “Equity Distribution Agreement”), between the Company and Citigroup Global Markets Inc. (“Citigroup”) and BMO Capital Markets Corp. (“BMOCM”), to issue and sell to [Citigroup][BMOCM] [_______] shares of the Company’s common stock, par value $[_.__] per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [Citigroup][BMOCM] the option to purchase an additional [_______] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [[Citigroup][BMOCM] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [Citigroup][BMOCM] to the Company for the Purchased Shares. This option may be exercised by [Citigroup][BMOCM] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [Citigroup][BMOCM], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [Citigroup][BMOCM] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [Citigroup][BMOCM], and [Citigroup][BMOCM] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [Citigroup][BMOCM] and the Company. COEUR MINING, INC. By: Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.] By: Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by [Citigroup][BMO Capital Markets]: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To Citigroup’s account, or the account of Citigroup’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): • the officer’s certificate referred to in Section 4(c); • the legal opinions referred to in Section 4(d) and (e); • the “comfort letter” referred to in Section 4(f); and • such other documents as [Citigroup][BMOCM] shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(q) of the Equity Distribution Agreement, [________].] EXHIBIT C Form of Opinion of Counsel to the Company:

AGENCY TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Agency Transaction Notice is to propose certain terms of the Agency Transaction entered into with [Citigroup][BMO Capital Markets] under, under and pursuant to, to that certain Equity Distribution Agreement between the Company and Citigroup and BMO Capital MarketsCanaccord Genuity LLC, as representative of the several sales agents named therein, dated August [●]10, 2019 2021 (the “Agreement”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Agency Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. The terms of the particular Agency Transaction to which this Agency Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD[__.__] Very truly yours, COEUR MINING, INC. By: Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.] By: Name: Title: EXHIBIT B COEUR MININGENGINE MEDIA HOLDINGS, INC. Common Stock Shares TERMS AGREEMENT [________], 20[___] Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx XxxxCanaccord Genuity LLC As Representative of the several Agents 90 Xxxx Xxxxxx, Xxx Xxxx00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Ladies and Gentlemen: Coeur MiningEngine Media Holdings, Inc., a Delaware British Columbia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated May 20August 10, 2019 2021 (the “Equity Distribution Agreement”), between the Company and Citigroup Global Markets Inc. Canaccord Genuity LLC, as representative of the several sales agents identified therein (“Citigroup”) and BMO Capital Markets Corp. (Canaccord” or the “BMOCMRepresentative”), to issue and sell to [Citigroup][BMOCM] the Representative [_______] shares of the Company’s common stockshares, no par value $[_.__] per share (the “Purchased Shares”)[, and, solely for the purpose of covering over-allotments, to grant to [Citigroup][BMOCM] the option to purchase an additional [_______] shares of such common stock (the “Additional Shares”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Equity Distribution Agreement. [[Citigroup][BMOCM] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by [Citigroup][BMOCM] to the Company for the Purchased Shares. This option may be exercised by [Citigroup][BMOCM] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the “Option Settlement Date”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by [Citigroup][BMOCM]the Representative, as sales agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. The Company represents and warrants that, as of the date hereof, it is not in possession of any material non-public information regarding the Company and its Subsidiaries, taken as a whole, or the Shares. An amendment to the Registration Statement, or a supplement to the ProspectusProspectus Supplement, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to [Citigroup][BMOCM] the Representative is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to [Citigroup][BMOCM]the Representative, and [Citigroup][BMOCM] the Representative agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between [Citigroup][BMOCM] Canaccord, as representative of the several sales agents, and the Company. COEUR MININGENGINE MEDIA HOLDINGS, INC. By: Name: Title: Accepted and agreed as of the date first above written: [CITIGROUP GLOBAL MARKETS INC.] [BMO CAPITAL MARKETS CORP.] CANACCORD GENUITY LLC By: Name: Title: On behalf of itself and as Representative of the several Agents Schedule to Terms Agreement [Price to Public: USD[__.___] per share] Purchase Price by [Citigroup][BMO Capital Markets]Canaccord: USD[__.___] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To Citigroup’s account, or the account of Citigroup’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] [To BMOCM’s account, or the account of BMOCM’s designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): • the officer’s certificate referred to in Section 4(c); • the legal opinions referred to in Section 4(d) and (e); • the “comfort letter” referred to in Section 4(f); and • such other documents as [Citigroup][BMOCM] shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(q) of the Equity Distribution Agreement, [________].] EXHIBIT C Form of Opinion of Counsel to the Company