Common use of Arm’s Length Transaction Clause in Contracts

Arm’s Length Transaction. Each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer or the Co-Issuer or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability to the Issuer or the Co-Issuer with respect thereto, and (iv) any review by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other person. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx neither the Representatives nor any other Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, ROYAL GOLD, INC. By: /s/ Txxx Xxxxxx Name: Txxx Xxxxxx Title: President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. HSBC SECURITIES (USA) INC. By: /s/ Gxxxxx Xxxxxxxxxxxx Authorized Signatory MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Gxxxxxx Xxxxxxxx Authorized Signatory For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. NUMBER OF UNDERWRITTEN SECURITIES TO BE UNDERWRITERS PURCHASED HSBC Securities (USA) Inc. 1,600,000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 1,600,000 J.X. Xxxxxx Securities Inc. 266,667 NBF Securities (USA) Corp. 266,667 UBS Securities LLC 266,666 Total 4,000,000 SI-1 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Issuer Free Writing Prospectus, dated April 3, 2007. EXHIBIT A [FORM OF LOCK-UP AGREEMENT] ROYAL GOLD, INC. PUBLIC OFFERING OF COMMON STOCK March ___, 2007 HSBC Securities (USA) Inc. 400 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 4 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of the several Underwriters Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Royal Gold, Inc., a Delaware corporation (the “Company”), and each of you as Representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the Co-Issuer undersigned will not, without the prior written consent of HSBC Securities (USA) Inc. and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any other person. Each affiliate of the Coundersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period beginning on the date hereof and continuing for 90 days after the date of the Underwriting Agreement (the “Lock-Issuers waivesUp Period”), other than (i) capital stock disposed of as bona fide gifts approved by HSBC Securities (USA) Inc. and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated; provided that the donee agrees in writing to be bound by the terms of this letter, (ii) capital stock that, when aggregated with all other shares of capital stock disposed of by executive officers and directors of the Company during such period (not including sales falling under (iii)), does not exceed 75,000 shares of capital stock, and (iii) capital stock in the amount of up to 14,500 shares per month that three of the Company’s directors, Mxxxxxx Xxxxxx, Sxxxxxx Xxxxxxx and Exxxx Xxxxxx, are permitted to sell under a written plan outstanding on the date hereof for trading securities adopted pursuant to Rule 10b5-1 under the Exchange Act. If for any reason the Underwriting Agreement shall be terminated prior to the fullest extent permitted by lawClosing Date (as defined in the Underwriting Agreement), any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent agreement set forth above shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.likewise be terminated. Yours very truly, [SIGNATURE] [NAME AND ADDRESS]

Arm’s Length Transaction. Each of The Depositor and CFSC acknowledge and agree that the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer Depositor and the Co-Issuer CFSC with respect to the placement offering of the Notes pursuant to this Agreement contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Depositor, CFSC or any other person. Additionally, (ii) Sandler X’Xxxxx the Underwriter is not advising the IssuerDepositor, the Co-Issuer CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer . The Depositor and the Co-Issuer CFSC shall consult with their own advisors concerning any such matter matters and shall be responsible for making their own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriter shall not have no any responsibility or liability to the Issuer Depositor or the Co-Issuer CFSC with respect thereto, and (iv) any . Any review by the Placement Agent Underwriter of the IssuerDepositor, CFSC, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriter and shall not be on behalf of the IssuerDepositor or CFSC. 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 the Depositor, CFSC and the Underwriter in accordance with the terms of this Class B Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class B Underwriting Agreement is hereby confirmed and accepted as of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the Co-Issuer issuer, any underwriter or any other persondealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. Each A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the Coperson or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-Issuers waivesA $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the fullest extent permitted prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by lawvisiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any and all claims underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may have against also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either sole use of the Co-Issuers in respect of such a fiduciary duty claim person or entity to any person asserting a fiduciary duty claim on behalf of whom it is provided by us. Any legends, disclaimers or in right of such Co-Issuernotices that appear below were automatically generated, are not applicable to this message, and should be disregarded.

Arm’s Length Transaction. Each of the Co-Issuers acknowledges The Depositor and agrees CFSC acknowledge and agree that (i) Sandler X’Xxxxx each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer Depositor and the Co-Issuer CFSC with respect to the placement offering of the Notes pursuant to this Agreement contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Depositor, CFSC or any other person. Additionally, (ii) Sandler X’Xxxxx neither the Representatives nor any other Underwriter is not advising the IssuerDepositor, the Co-Issuer CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer . The Depositor and the Co-Issuer CFSC shall consult with their own advisors concerning any such matter matters and shall be responsible for making their own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent no Underwriter shall have no any responsibility or liability to the Issuer Depositor or the Co-Issuer CFSC with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerDepositor, CFSC, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerDepositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the Co-Issuer or any other personenclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the several Underwriters in accordance with the terms of this Agreement. Each Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:/s/ Dxxxx X. Xxxxxxxx Name: Dxxxx X. Xxxxxxxx Title: Treasure CATERPILLAR FINANCIAL SERVICES CORPORATION By: /s/ Dxxxx X. Xxxxxxxx Name: Dxxxx X. Xxxxxxxx Title: Treasure The foregoing Underwriting Agreement is hereby confirmed and accepted as of the Co-Issuers waivesdate first written above. BARCLAYS CAPITAL INC. By:_/s/ Jxx Xxx Name: Jxx Xxx Title: Managing Director MXXXXXX LXXXX, to the fullest extent permitted by lawXXXXXX, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim FXXXXX & SXXXX INCORPORATED By: /s/ Gxxxxxx Xxxxxx Name: Gxxxxxx Xxxxxx Title: Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3 Notes Barclays Capital Inc. $ 63,700,000 $ 36,750,000 $ 42,700,000 $ 69,884,000 Mxxxxxx Xxxxx, Xxxxxx, Fxxxxx & Sxxxx Incorporated $ 63,700,000 $ 36,750,000 $ 42,700,000 $ 69,883,000 ABN AMRO Incorporated $ 13,650,000 $ 7,875,000 $ 9,150,000 $ 14,976,000 Banc of America Securities LLC $ 13,650,000 $ 7,875,000 $ 9,150,000 $ 14,976,000 Citigroup Global Markets Inc. $ 13,650,000 $ 7,875,000 $ 9,150,000 $ 14,976,000 J.X. Xxxxxx Securities Inc. $ 13,650,000 $ 7,875,000 $ 9,150,000 $ 14,976,000 Total $ 182,000,000 $ 105,000,000 $ 122,000,000 $ 199,671,000 ANNEX A Bond Size Free Writing Prospectus At: 4/22 14:07:40 *NEW ISSUE* $608+MM CATERPILLAR FINANCIAL ASSET TRUST 2008-A BOOKS/LEADS: BARCLAYS / ML CO-MANAGERS: ABN, BXX, CITI, JPM TIMING: PRICING THIS AFTERNOON/ALLOCATIONS IN 30 Mins (ish) Cls $Amt-mm WAL M/S&P WINDOW E.XXXXX L.XXXXX BENCH+TALK STATUS A-1 182.000 0.35 P-1/A-1+ 8 12/26/08 04/27/09 IntL+4 SUBJ A-2A 105.000 1.20 Aaa/AAA 14 01/25/10 12/27/10 EDSF+115 SUBJ A-2B 122.000 1.20 Aaa/AAA 14 01/25/10 12/27/10 1mL+115 SUBJ A-3 199.671 2.45 Aaa/AAA 17 05/25/11 04/25/14 IntS+175 SUBJ DISTRIBUTION DATES: 25th of each month FIRST PAYMENT DATE: May 27, 2008 EXPECTED SETTLE: April 29, 2008 All Classes ERISA Eligible The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in right the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000, requesting to be connected to Ext. 2663. ANNEX B Pricing Free Writing Prospectus *NEW ISSUE* $608+MM CATERPILLAR FINANCIAL ASSET TRUST 2008-A BOOKS/LEADS: BARCLAYS / ML CO-MANAGERS: ABN, BXX, CITI, JPM Cls $Amt-mm WAL M/S&P WINDOW SPREAD Yield Coupon Dollar A-1 182.000 0.35 P-1/A-1+ 8 IntL+4 3.0050 3.005 100 A-2A 105.000 1.20 Aaa/AAA 14 EDSF+115 4.130 4.09 99.994316 A-2B 122.000 1.20 Aaa/AAA 14 1mL+115 100 A-3 199.671 2.45 Aaa/AAA 17 IntS+175 4.9920 4.94 99.998113 DISTRIBUTION DATES: 25th of such Coeach month FIRST PAYMENT DATE: May 27, 2008 SETTLE: April 29, 2008 All Classes ERISA Eligible The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-Issuerfree number at 1-000-000-0000, requesting to be connected to Ext. 2663.

Arm’s Length Transaction. Each of the Co-Issuers acknowledges The Depositor and agrees CFSC acknowledge and agree that (i) Sandler X’Xxxxx each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer Depositor and the Co-Issuer CFSC with respect to the placement offering of the Notes pursuant to this Agreement contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Depositor, CFSC or any other person. Additionally, (ii) Sandler X’Xxxxx neither the Representatives nor any other Underwriter is not advising the IssuerDepositor, the Co-Issuer CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer . The Depositor and the Co-Issuer CFSC shall consult with their own advisors concerning any such matter matters and shall be responsible for making their own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent no Underwriter shall have no any responsibility or liability to the Issuer Depositor or the Co-Issuer CFSC with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerDepositor, CFSC, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerDepositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the Co-Issuer or any other personenclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the several Underwriters in accordance with the terms of this Class A Note Underwriting Agreement. Each Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By: /s/ Jxxxx X. Duensing_________________ Name: Jxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By: /s/ Jxxxx X. Duensing__________________ Name: Jxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the Co-Issuers waivesdate first written above. MXXXXX XXXXX, to the fullest extent permitted by lawPXXXXX, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim XXXXXX & SXXXX INCORPORATED By:/s/ Gxxxxxx Petrie_________________ Name: Gxxxxxx Xxxxxx Title: Authorized Signatory ABN AMRO INCORPORATED By:/s/ Sxx Sproule_____________ Name: Sxx Xxxxxxx Title: Vice President on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2 Notes Principal Amount of Class A-3 Notes Principal Amount of Class A-4 Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $86,136,000 $87,500,000 $105,700,000 $47,762,000 ABN AMRO Incorporated $86,136,000 $87,500,000 $105,700,000 $47,762,000 Banc of America Securities LLC $18,457,000 $18,750,000 $22,650,000 $10,234,000 Barclays Capital Inc. $18,457,000 $18,750,000 $22,650,000 $10,234,000 Citigroup Global Markets Inc. $18,457,000 $18,750,000 $22,650,000 $10,234,000 J.X. Xxxxxx Securities Inc. $18,457,000 $18,750,000 $22,650,000 $10,234,000 Total $246,100,000 $250,000,000 $302,000,000 $136,460,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated June 20, 2006 as filed pursuant to Rule 433 under the Securities Act: ABS NEW ISSUE: CFAT 2006-A $963MM CATERPILLAR ASSET FINANCE TRUST CLASS A LEADS: ML/ABN CO: BOA/BAR/C/JPM POT/RETENTION CLASS B LEAD: ML. EXPECTED PRICING: 11:30. ALLOCATIONS: 11:00. EXPECTED SETTLE: JUNE 28. CLASS SIZE WAL M/S EXP LGL A1 246.10 0.34 P-1/A-1+ 2/07 6/07 A2 250.00 1.05 Aaa/AAA 12/07 2/09 A3 302.00 2.05 Aaa/AAA 3/09 5/10 A4 136.46 3.05 Aaa/AAA 8/09 8/11 B 26.56 3.16 A3/A+ 8/09 6/12 FIRST PAY: 7/25/06 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in right the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of such Cothe person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated June 20, 2006 as filed pursuant to Rule 433 under the Securities Act: ABS NEW ISSUE: CFAT 2006-IssuerA $963MM CATERPILLAR ASSET FINANCE TRUST CLASS A LEADS: ML/ABN CO: BOA/BAR/C/JPM POT/RETENTION CLASS B LEAD: ML. SETTLES: JUNE 28 FLAT. CLASS SIZE WAL M/S EXP LGL BENCH YLD PX CPN A1 246.10 0.34 P-1/A-1+ 2/07 6/07 i-Libor - 2 5.45498 100.000000 5.45498 A2 250.00 1.05 Aaa/AAA 12/07 2/09 EDSF - 2 5.659 99.996619 5.59 A3 302.00 2.05 Aaa/AAA 3/09 5/10 SWAPS - 1 5.640 99.990729 5.57 A4 136.46 3.05 Aaa/AAA 8/09 8/11 SWAPS + 4 5.687 99.997948 5.62 B 26.56 3.16 A3/A+ 8/09 6/12 SWAPS +14 5.788 99.972953 5.71 FIRST PAY: 7/25/06 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us.

Arm’s Length Transaction. Each of the Co-Issuers acknowledges The Depositor and agrees CFSC acknowledge and agree that (i) Sandler X’Xxxxx each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer Depositor and the Co-Issuer CFSC with respect to the placement offering of the Notes pursuant to this Agreement contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Depositor, CFSC or any other person. Additionally, (ii) Sandler X’Xxxxx neither the Representatives nor any other Underwriter is not advising the IssuerDepositor, the Co-Issuer CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer . The Depositor and the Co-Issuer CFSC shall consult with their own advisors concerning any such matter matters and shall be responsible for making their own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent no Underwriter shall have no any responsibility or liability to the Issuer Depositor or the Co-Issuer CFSC with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerDepositor, CFSC, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerDepositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the Co-Issuer or any other personenclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the several Underwriters in accordance with the terms of this Class A Note Underwriting Agreement. Each Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:_____/s/ Dxxxx X. Xxxxxxxx ______________ Name: Dxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class A Underwriting Agreement is hereby confirmed and accepted as of the Co-Issuers waivesdate first written above. MXXXXXX LYNCH, to the fullest extent permitted by lawPIERCE, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim FXXXXX & SXXXX INCORPORATED By:_____/s/ Gxxx Petrie___________________ Name: Gxxx Xxxxxx Title: Director J.X. XXXXXX SECURITIES INC. By:____/s/ Jxxx Cho____________________ Name: Jxxx Xxx Title: Managing Director on behalf of themselves and as Representatives of the Underwriters SCHEDULE I Class A Note Underwriters Principal Amount of Class A-1 Notes Principal Amount of Class A-2a Notes Principal Amount of Class A-2b Notes Principal Amount of Class A-3a Notes Principal Amount of Class A-3b Notes Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 J.X. Xxxxxx Securities Inc. $52,500,000 $26,250,000 $44,100,000 $46,917,500 $54,250,000 ABN AMRO Incorporated $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Banc of America Securities LLC $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Barclays Capital Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Citigroup Global Markets Inc. $11,250,000 $5,625,000 $9,450,000 $10,053,750 $11,625,000 Total $150,000,000 $75,000,000 $126,000,000 $134,050,000 $155,000,000 ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-A $659.848MM JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 A-2B 126.000 Aaa/AAA 1.00 07/09 04/10 1m L + 42 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 A-3B 155.000 Aaa/AAA 2.31 09/11 06/12 1m L + 47 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 TARGET PRICING AT 3:15PM TODAY PRICED TO 14% CPR AND 10% CLEAN UP CALL EXPECTED SETTLEMENT: THURSDAY, SEPTEMBER 27th The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in right the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of such Cothe person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated September 17, 2007 as filed pursuant to Rule 433 under the Securities Act: CATERPILLAR FINANCIAL ASSET TRUST 2007-IssuerA $659.848MM CFAT 2007-A JOINT-LEADS: JPMS/ML CO-MGRS: ABN/BOFA/BARCAP/CITI*100% POT* Cls Amt ($mm) Rtgs (M/S) WAL E.F. L.F. Bmrk/Level YLD Price CPN A-1 150.000 A-1+/P-1 0.30 04/08 09/08 IntL + 11 100.000000 5.67225 A-2A 75.000 Aaa/AAA 1.00 07/09 04/10 EDSF + 50 5.463 99.998275 5.40 A-0X 000.000 Xxx/XXX 1.00 07/09 04/10 1m L + 42 100.000000 A-3A 134.050 Aaa/AAA 2.31 09/11 06/12 SWPS + 65 5.410 99.978427 5.34 A-0X 000.000 Xxx/XXX 2.31 09/11 06/12 1m L + 47 100.000000 B 19.798 A3/A 3.08 09/12 09/13 SWPS + 150 6.268 99.978598 6.18 PRICED TO 14% CPR AND 10% CLEAN UP CALL MXXXXXX XXXXX XXXXX AND DELIVERS SETTLEMENT: THURSDAY, SEPTEMBER 27th FLAT The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the person or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded.

Arm’s Length Transaction. Each of The Depositor and CFSC acknowledge and agree that the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer Depositor and the Co-Issuer CFSC with respect to the placement offering of the Notes pursuant to this Agreement contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Depositor, CFSC or any other person. Additionally, (ii) Sandler X’Xxxxx the Underwriter is not advising the IssuerDepositor, the Co-Issuer CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer . The Depositor and the Co-Issuer CFSC shall consult with their own advisors concerning any such matter matters and shall be responsible for making their own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriter shall not have no any responsibility or liability to the Issuer Depositor or the Co-Issuer CFSC with respect thereto, and (iv) any . Any review by the Placement Agent Underwriter of the IssuerDepositor, CFSC, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriter and shall not be on behalf of the IssuerDepositor or CFSC. 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 the Depositor, CFSC and the Underwriter in accordance with the terms of this Class B Note Underwriting Agreement. Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:/s/ Jxxxx X. Duensing______________ Name: Jxxxx X. Xxxxxxxx Title: Treasurer CATERPILLAR FINANCIAL SERVICES CORPORATION By:/s/ Jxxxx X. Duensing_____________ Name: Jxxxx X. Xxxxxxxx Title: Treasurer The foregoing Class B Underwriting Agreement is hereby confirmed and accepted as of the date first written above. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By:/s/ Gxxxxxx Petrie______________ Name: Gxxxxxx Xxxxxx Title: Authorized Signatory ANNEX A Bond Size Free Writing Prospectus Bond-size terms, dated June 20, 2006 as filed pursuant to Rule 433 under the Securities Act: ABS NEW ISSUE: CFAT 2006-A $963MM CATERPILLAR ASSET FINANCE TRUST CLASS A LEADS: ML/ABN CO: BOA/BAR/C/JPM POT/RETENTION CLASS B LEAD: ML. EXPECTED PRICING: 11:30. ALLOCATIONS: 11:00. EXPECTED SETTLE: JUNE 28. CLASS SIZE WAL M/S EXP LGL A1 246.10 0.34 P-1/A-1+ 2/07 6/07 A2 250.00 1.05 Aaa/AAA 12/07 2/09 A3 302.00 2.05 Aaa/AAA 3/09 5/10 A4 136.46 3.05 Aaa/AAA 8/09 8/11 B 26.56 3.16 A3/A+ 8/09 6/12 FIRST PAY: 7/25/06 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the Co-Issuer issuer, any underwriter or any other persondealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. Each A written prospectus may also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the sole use of the Coperson or entity to whom it is provided by us. Any legends, disclaimers or notices that appear below were automatically generated, are not applicable to this message, and should be disregarded. ANNEX B Pricing Free Writing Prospectus Pricing terms, dated June 20, 2006 as filed pursuant to Rule 433 under the Securities Act: ABS NEW ISSUE: CFAT 2006-Issuers waivesA $963MM CATERPILLAR ASSET FINANCE TRUST CLASS A LEADS: ML/ABN CO: BOA/BAR/C/JPM POT/RETENTION CLASS B LEAD: ML. SETTLES: JUNE 28 FLAT. CLASS SIZE WAL M/S EXP LGL BENCH YLD PX CPN A1 246.10 0.34 P-1/A-1+ 2/07 6/07 i-Libor - 2 5.45498 100.000000 5.45498 A2 250.00 1.05 Aaa/AAA 12/07 2/09 EDSF - 2 5.659 99.996619 5.59 A3 302.00 2.05 Aaa/AAA 3/09 5/10 SWAPS - 1 5.640 99.990729 5.57 A4 136.46 3.05 Aaa/AAA 8/09 8/11 SWAPS + 4 5.687 99.997948 5.62 B 26.56 3.16 A3/A+ 8/09 6/12 SWAPS +14 5.788 99.972953 5.71 FIRST PAY: 7/25/06 The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, to you should read the fullest extent permitted prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by lawvisiting EXXXX on the SEC Web site at wxx.xxx.xxx. Alternatively, the issuer, any and all claims underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling the toll-free number at 1-000-000-0000. A written prospectus may have against also be obtained from your Mxxxxxx Lxxxx sales representative, from Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, 4 World Financial Center, FL 07, New York NY or, in Canada, from Mxxxxxx Lxxxx Canada Inc., 100 Xxx Xxxxxx-Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. This communication is intended for the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either sole use of the Co-Issuers in respect of such a fiduciary duty claim person or entity to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuerwhom it is provided by us.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) any review by the Placement Agent of Company has consulted its own legal and financial advisors to the Issuerextent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Co-Issuer or any transactions contemplated by this Agreement of them, has rendered advisory services of any nature or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuerrespect, the Co-Issuer or any other person. Each of the Co-Issuers waives, owes a fiduciary or similar duty to the fullest extent permitted by lawCompany, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC BNP PARIBAS CITIGROUP GLOBAL MARKETS LIMITED DEUTSCHE BANK AG, LONDON BRANCH X.X. XXXXXX SECURITIES PLC UNICREDIT BANK AG BANCO SANTANDER S.A. COMMERZBANK AKTIENGESELLSCHAFT MIZUHO INTERNATIONAL PLC MUFG SECURITIES EMEA PLC SOCIÉTÉ GÉNÉRALE THE TORONTO-DOMINION BANK CREDIT SUISSE SECURITIES (EUROPE) LIMITED ING BANK N.V., BELGIAN BRANCH U.S. BANCORP INVESTMENTS, INC. By: BARCLAYS BANK PLC By: /s/ X. Xxxx Xxxxxxxxx III Name: X. Xxxx Xxxxxxxxx III Title: Managing Director By: BNP PARIBAS By: /s/ Xxxx Xxxxx-Xxxxxx Name: Xxxx Xxxxx-Xxxxxx Title: Duly Authorised Signatory By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Authorised Signatory By: CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Delegated Signatory By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES PLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President [Signature page to the Underwriting Agreement] By: UNICREDIT BANK AG By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: LCD6F2 By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Legal By: BANCO SANTANDER S.A. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: By: /s/ Xxxx Xxxxxx Xxxxxxx Name: Xxxx Xxxxxx Xxxxxxx Title: Executive Director By: COMMERZBANK AKTIENGESELLSCHAFT By: /s/ Xxxxxx Name: Xxxxxx Title: Abteilungsdirektor By: /s/ Xxxxxxxxx - Xxxxxxx Name: Xxxxxxxxx - Xxxxxxx Title: Syndikus By: MIZUHO INTERNATIONAL PLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: MUFG SECURITIES EMEA PLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorised Signatory [Signature page to the Underwriting Agreement] By: SOCIÉTÉ GÉNÉRALE By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: THE TORONTO-DOMINION BANK By: Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Director By: CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorised Signatory By: /s/ Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Managing Director By: ING BANK N.V., BELGIAN BRANCH By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director [Signature page to the Underwriting Agreement] SCHEDULE I Underwriting Agreement dated January 24, 2019 Registration No. 333-212685 Representatives: Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Fax: +00 (0) 00 0000 0000 Attention: Debt Syndicate BNP Paribas 00 Xxxxxxxx Xxxxxx London NW1 6AA United Kingdom Telephone: +00 (0) 00 0000 0000 Fax: +00 (0) 00 0000 0000 Attention: Fixed Income Syndicate Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Fax: +00 00 0000 0000 Attention: Syndicate Desk Deutsche Bank AG, London Branch Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx London EC2N 2DB United Kingdom Fax: +00 (000) 000 0000 Attention: Syndicate Desk X.X. Xxxxxx Securities plc 00 Xxxx Xxxxxx Canary Wharf London E14 5JP United Kingdom Email: Xxxx_xx_XXXX_XXXX@xxxxxxxx.xxx Attention: Head of fiduciary duty or alleged breach Debt Syndicate and Head of fiduciary duty EMEA Capital Markets Group UniCredit Bank AG Xxxxxxxxxxxxxxx 00 81925 Munich Germany Fax: +00 00 000 00 00000 Attention: Corporate Bond Syndicate – MFM2CS Title, Purchase Price and agrees that Description of Securities: Title: 0.375% Notes due 2023 (the Placement Agent shall have no liability “2023 Notes”) 0.875% Notes due 2025 (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.“2025 Notes”)

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. Xxxxxxxxxx Xxxx X. Xxxxxxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BNP PARIBAS SECURITIES CORP. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director Head of Capital Markets XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director RBS SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Debt Securities Floating Rate Global Notes due January 14, 2019 Underwriting Agreement: Dated January 9, 2014 Registration Statement No.: 333-181669 Representatives: BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 RBS Securities, Inc. 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Joint Bookrunners: BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBS Securities, Inc. Xxxxx Fargo Securities, LLC Co-Issuer or any Managers: ANZ Securities, Inc. Barclays Capital Inc. BNY Mellon Capital markets, LLC Citigroup Global Market Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Bank Securities Inc. X. X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC Santander Investment Securities Inc. SG Americas Securities, LLC Standard Chartered Bank Title of Securities: Floating Rate Global Notes due January 14, 2019 Ranking: Senior unsecured obligations ranking equally with all other person. Each senior unsecured indebtedness of the CoCompany from time to time outstanding. Principal Amount: $750,000,000,000 Interest Rate: Floating rate equal to three-Issuers waivesmonth USD LIBOR plus 0.94% per annum. Purchase Price: 99.650% Offering Price: 100% Interest Payment Dates: Quarterly; January 14, April 14, July 14 and October 14 of each year, commencing April 14, 2014 (subject to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuermodified following business day convention set forth below).

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) any review by the Placement Agent of Company has consulted its own legal and financial advisors to the Issuerextent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Co-Issuer or any transactions contemplated by this Agreement of them, has rendered advisory services of any nature or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuerrespect, the Co-Issuer or any other person. Each of the Co-Issuers waives, owes a fiduciary or similar duty to the fullest extent permitted by lawCompany, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty enclosed duplicate hereof, whereupon this letter and agrees that your acceptance shall represent a binding agreement among the Placement Agent shall have no liability Company and the several Underwriters. Very truly yours, IBM CREDIT LLC By: /s/ Axxx Xxxxxx Name: Axxx Xxxxxx Title: Vice President, Finance IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. J.X. XXXXXX SECURITIES LLC MXXXXXX LXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED WXXXX FARGO SECURITIES, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Axxx X. Xxxxxxx Name: Axxx X. Xxxxxxx Title: Vice President By: J.X. XXXXXX SECURITIES LLC By: /s/ Som Bxxxxxxxxxxxx Name: Som Bxxxxxxxxxxxx Title: Executive Director By: MXXXXXX XXXXX, PXXXXX, FXXXXX & SXXXX INCORPORATED By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Director SCHEDULE I Underwriting Agreement dated September 5, 2017 Registration No. 333-219724 Representatives: Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx New York, NY 10013 Fax: (whether direct or indirect000) to either of the Co000-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.0000 Attention: General Counsel

Arm’s Length Transaction. Each of The Company and the Co-Issuers acknowledges Selling Stockholders acknowledge and agrees agree that (i) Sandler X’Xxxxx the purchase and sale of the securities pursuant to this Agreement is an arm's-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the 41 several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company or any Selling Stockholder with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer Offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising obligation to the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters Selling Stockholder except the obligations expressly set forth in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability to the Issuer or the Co-Issuer with respect thereto, Agreement and (iv) the Company or any review by Selling Stockholder has consulted its own legal and financial advisors to the Placement Agent extent it deemed appropriate. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Selling Stockholder, in connection with such transaction or the process leading thereto. Each Selling Stockholder acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to any Selling Stockholder to participate in the offering or sell any securities at the at the purchase price per share set forth in clause (a) of Section 2, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. If the foregoing correctly sets forth the understanding between the Underwriters, the Selling Stockholders and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms. Very truly yours, OCEANPAL INC. By: Name: Title: Address for Notice: Xxxxxxxx 00, 000 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Attention: Xxxxxxxxxxx Xxxxxxxxxx, Facsimile: + 30-210-9401-810; email: xxxxxxxxxxx@xxxxxxxx.xxx. Copy (which shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx, Esq., Facsimile: (000) 000-0000, Email: xxxxxx@xxxxxx.xxx If the foregoing correctly sets forth the understanding between the Underwriters, the Selling Stockholders and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms. Very truly yours, TUSCANY SHIPPING CORP. By: Name: Semiramis Paliou Title: Authorized Representative Address for Notice: c/o OceanPal Inc. Pendelis 26, 000 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Attention: Xxxxxxxxxxx Xxxxxxxxxx, Facsimile: + 30-210-9401-810; email: xxxxxxxxxxx@xxxxxxxx.xxx. Copy (which shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx, Esq., Facsimile: (000) 000-0000, Email: xxxxxx@xxxxxx.xxx If the foregoing correctly sets forth the understanding between the Underwriters, the Selling Stockholders and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms. Very truly yours, 4 SWEET DREAMS, S.A. By: Name: Semiramis Paliou Title: Authorized Representative Address for Notice: c/o OceanPal Inc. Pendelis 26, 000 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Attention: Xxxxxxxxxxx Xxxxxxxxxx, Facsimile: + 30-210-9401-810; email: xxxxxxxxxxx@xxxxxxxx.xxx. Copy (which shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx, Esq., Facsimile: (000) 000-0000, Email: xxxxxx@xxxxxx.xxx If the foregoing correctly sets forth the understanding between the Underwriters, the Selling Stockholders and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms. Very truly yours, ABRA MARINVEST INC. By: Name: Xxxxxxx Xxxxxxxxx Title: Authorized Representative Address for Notice: c/o OceanPal Inc. Pendelis 26, 000 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Attention: Xxxxxxxxxxx Xxxxxxxxxx, Facsimile: + 30-210-9401-810; email: xxxxxxxxxxx@xxxxxxxx.xxx. Copy (which shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. Xxxxxx, Esq., Facsimile: (000) 000-0000, Email: xxxxxx@xxxxxx.xxx Accepted on the date first above written. MAXIM GROUP LLC As the Representative of the Issuerseveral Underwriters listed on Schedule I By: Name: Title: Address for Notice: 000 Xxxx Xxxxxx, the Co00xx Xxxxx Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxx, Facsimile: (000) 000-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and 0000, email: xxxxxxx@xxxxxxxx.xxx Copy (which shall not constitute notice) to: Ellenoff Xxxxxxxx & Schole LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxx X. Xxxxxxxx, Esq., Facsimile: (000) 000-0000, email: xxxxxxxxxx@xxxxxx.xxx SCHEDULE I Schedule of Underwriters Underwriter Number of Units including Common Shares to be on behalf Purchased Number of the IssuerUnits Including Pre-Funded Warrants to be Purchased Number of Additional Class A Warrants to be Purchased Closing Purchase Price Maxim Group LLC $ Total $ SCHEDULE II Schedule of Selling Stockholders Name of Selling Stockholder Number of Selling Stockholder Shares to be Sold Closing Purchase Price Tuscany Shipping Corp. $ 4 Sweet Dreams, the Co-Issuer or any other person. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.S.A. $ Abra Marinvest Inc. $ Total $

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx the Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriter shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriter of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriter and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriter with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Co-Issuer or any other personenclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriter. Each Very truly yours, ROYAL GOLD, INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the Co-Issuers waivesdate first above written. XXXXXXX, to the fullest extent permitted by lawXXXXX & CO. /s/ Xxxxxxx, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability Sachs & Co. (whether direct or indirectXxxxxxx, Xxxxx & Co.) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Underwriting Agreement Signature Page SCHEDULE I SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE [None]

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s 's length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Coenclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-Issuer or any PACKARD COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Vice President, Deputy General Counsel and Assistant Secretary The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ M. Xxxxxxx Xxxxx Name: M. Xxxxxxx Xxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director For themselves and the other person. Each of the Co-Issuers waivesseveral Underwriters, if any, named in Schedule II to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.foregoing Agreement. SCHEDULE I Debt Securities

Arm’s Length Transaction. Each of the Co-Issuers Issuer and the Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is acting solely in the capacity of an arm’s arm’s-length contractual counterparty to commercial transaction between the Issuer and the Co-Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer or the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Issuer or the Company with respect to the placement offering contemplated hereby or the process leading thereto (irrespective of the Notes pursuant to this Agreement and not as a financial advisor whether such Underwriter has advised or a fiduciary to, or agent of, is currently advising the Issuer or the Co-Issuer Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or the Co-Issuer with respect thereto, Company except the obligations expressly set forth in this Agreement and (iv) any review by it has consulted its own legal and financial advisors to the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personextent it deemed appropriate. Each of the Co-Issuers waivesIssuer and the Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the fullest extent permitted by lawIssuer or the Company, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty enclosed duplicate hereof, whereupon this letter and agrees that your acceptance shall represent a binding agreement among the Placement Agent shall have no liability (whether direct or indirect) to either Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Mxxxxx Xxxxxxxxx Name: Mxxxxx Xxxxxxxxx Title: Vice President IBM INTERNATIONAL GROUP CAPITAL LLC By: /s/ Mxxxxx Xxxxxxxxx Name: Mxxxxx Xxxxxxxxx Title: Member of the CoBoard of Managers and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. MXXXXX SXXXXXX & CO. INCORPORATED By: /s/ Yxxxx Xxxx Name: Yxxxx Xxxx Title: Vice President For themselves and the other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated August 8, 2007 Registration No. 300-Issuers in respect 000000-00 Representatives: Deutsche Bank Securities Inc., J.X.Xxxxxx Securities Inc., Lxxxxx Brothers Inc., Mxxxxxx Lynch, Pxxxxx, Fxxxxx & Sxxxx Incorporated and Mxxxxx Sxxxxxx & Co. Incorporated Title, Purchase Price and Description of such a fiduciary duty claim or to any person asserting a fiduciary duty claim Securities: Title: Floating Rate Notes due 2009 Principal amount: $2,600,000,000 Purchase price: 99.92% of the principal amount of Notes plus accrued interest from August 13, 2007 Offering price: 100% of the principal amount of Notes plus accrued interest from August 13, 2007 Interest: Payable on behalf February 13, May 13, August 13 and November 13 of or in right of such Co-Issuereach year, commencing on November 13, 2007 Sinking fund provisions: None.

Arm’s Length Transaction. Each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer or the Co-Issuer or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Lead Placement Agent shall have no responsibility or liability to the Issuer or the Co-Issuer with respect thereto, and (iv) any review by the Lead Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Lead Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other person. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Lead Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Lead Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx is not no Underwriters are advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the Issuer, Company. The Company further acknowledges and agrees that it is aware that the Co-Issuer or any other person. Each Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Co-Issuers Company and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Securities under this Agreement and agrees that the Placement Agent Underwriters or their affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Co-Issuers it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of such Co-Issuer.it or the Company, employees or creditors of Company, other than in respect of the Underwriters’ obligations under this Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and the Company’s acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, XXXXXX MINING INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Senior Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CANTOR XXXXXXXXXX CANADA CORPORATION By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: President and Chief Financial Officer [Signature page to XxXxxx Mining Inc. Underwriting Agreement] Acknowledged by CF US solely for the purpose of receiving the benefit of Section 20 of this Agreement. CANTOR XXXXXXXXXX & CO. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer [Signature page to XxXxxx Mining Inc. Underwriting Agreement] SCHEDULE I Underwriters Number of Firm Shares to be Purchased Number of Firm Warrants to be Purchased Cantor Xxxxxxxxxx Canada Corporation 10,260,000 5,130,000 X.X. Xxxxxxxxxx & Co., LLC 5,400,000 2,700,000 Xxxxxxx Securities Inc. 1,260,000 630,000 Maison Placements Canada Inc. 1,080,000 540,000 Total 18,000,000 9,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Term Sheet filed as Prospectus Supplement, dated September 18, 2017. SCHEDULE III PRICING INFORMATION Issue Price US$2.25 Underwriter Commission 5% Aggregate Number of Firm Shares (aggregate number of Option Shares) 18,000,000 (2,750,000) Aggregate Number of Firm Warrants (aggregate number of Option Warrants) Expected Closing Date 9,000,000 (1,350,000) September 22, 2017 EXHIBIT A Selling Restrictions

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx neither the Representative nor any other Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, the Co-Issuer or any other personof them, with respect to the subject matter hereof. Each If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, ROYAL GOLD, INC. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the Co-Issuers waives, date first above written. HSBC SECURITIES (USA) INC. By: Authorized Signatory For themselves and the other several Underwriters named in Schedule I to the fullest extent permitted by lawforegoing Agreement. SCHEDULE I UNDERWRITERS NUMBER OF UNDERWRITTEN SECURITIES TO BE PURCHASED HSBC Securities (USA) Inc. 1,400,000 Mxxxxxx Lynch, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Pierce, Fxxxxx & Sxxxx Incorporated 500,000 National Bank Financial Inc. 100,000 Total 2,000,000

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the Agent is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement Offering (including in connection with determining the terms of the Notes pursuant to this Agreement Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx the Agent is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, Company. The Company further acknowledges and agrees that it is aware that the Co-Issuer or any other person. Each Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Co-Issuers Company and the Agent and its affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Placement Agent or its affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Co-Issuers it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, employees or creditors of Company, other than in respect of the Agent’s obligations under this Agreement. In the course of its business, the Agent and its affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such Coactivities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, other participants in the Offering. In addition, at any given time the Agent and/or any of its affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the Offering. Consistent with applicable legal and regulatory requirements, the Agent has adopted policies and procedures to establish and maintain the independence of the Agent’s research departments and personnel. As a result, the Agent’s research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, the Offering and other participants in the Offering that differ from the views of the Agent’s investment banking personnel. The Agent may, at its option and expense, include the Company’s name and logo and a description of the Agent’s role in connection with the Offering in such newspapers, periodicals, annual reports and other public marketing materials as it may choose. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Agent, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and the Company’s acceptance shall represent a binding agreement between the Company and the Agent. Very truly yours, XXXXXX MINING INC. By: /s/ Xxx XxXxxx Name: Xxxxxx XxXxxx Title: Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CANTOR XXXXXXXXXX CANADA CORPORATION By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Compliance Officer EXHIBIT A Form of Lock-Issuer.Up Agreement Lock-Up Agreement March ____, 2022 Cantor Xxxxxxxxxx Canada Corporation 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the agency agreement (the “Agency Agreement”) entered into by XxXxxx Mining Inc., a Colorado corporation (the “Company”), and you with respect to the offering (the “Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Agency Agreement. The execution and delivery by the undersigned of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, July 1, 2022, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the “Commissions”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock disposed of as bona fide gifts, (b) transactions by the undersigned relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) entry into written trading plans for the sale or other disposition by the undersigned of Common Stock for purposes of complying with Rule 10b5-1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other distributions pursuant to such newly established 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) sale of shares of Common Stock pursuant to 10b5-1 Plans existing as of the date of the Agency Agreement, (e) transfers by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a result of testate, intestate succession or bona fide estate planning, (f) transfers by the undersigned to a trust, partnership, limited liability company or other entity, the majority of the beneficial interests of which are held, directly or indirectly, by the undersigned, (g) distributions by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the undersigned and (h) the exercise of an option or warrant or the conversion of a security outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s stock option and stock purchase plans; provided that in the case of any such permitted transfer or distribution pursuant to clause (a), (e), (f) or (g), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement. The undersigned further agrees that during the Lock-Up Period, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation, make any demand for, or exercise any right with respect to, the registration (or equivalent) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement. This Lock-Up Agreement constitutes the entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to contracts made and performed within the Province of Ontario. * * * If (a) the Company notifies you in writing that it does not intend to proceed with the Offering, or (b) for any reason the Agency Agreement shall be terminated prior to the “time of purchase” (as defined in the Agency Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. EXHIBIT B Subsidiaries 10393444 Canada Inc. Lexam VG Gold Inc. Pangea Resources Inc. Compania Minera Pangea S.A. de C.V Nevada Pacific Gold (US) Inc. NPG US LLC Ticup LLC XxXxxx Mining Nevada Inc. Golden Pick LLC WKGUS LLC Gold Bar Enterprises LLC XxXxxx Copper Inc. XxXxxx Mining Alberta ULC XxXxxx Mining Minera Andes Acquisition ULC Minera Andes Inc. International Copper Mining Inc. Los Azules Mining Inc. San Xxxx Copper Inc. Andes Corporation Minera XX Xxxxxx Andes Mining Inc. Minera Andes Santa Xxxx Inc. Latin America Exploration Inc. Minera Andes XX Xxxxxx Santa Xxxx XX Xxxxxx Springs LLC Tonkin Springs Venture Limited Partnership Tonkin Springs Gold Mining Company U.S. Environmental Corporation

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Coenclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-Issuer or any PACKARD COMPANY By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director By: /s/ Jacob Greenhart Name: Jacob Greenhart Title: Director GREENWICH CAPITAL MARKETS, INC. By: /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Yurij Slyz Name: Yurij Slyz Title: Vice President For themselves and the other person. Each of the Co-Issuers waivesseveral Underwriters, if any, named in Schedule II to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.foregoing Agreement. SCHEDULE I Debt Securities

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx is not no Underwriters are advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, the Co-Issuer or any other personof them, with respect to the subject matter hereof. Each If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, PROSPECT GLOBAL RESOURCES INC. By: /s/ Xxxxx Xxxx . Name: Xxxxx Xxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the Co-Issuers waivesdate first above written. XXXXXXX XXXX & COMPANY, LLC By: /s/ Xxxxxx Xxxxxxxx Authorized Signatory XXXX CAPITAL PARTNERS, LLC By: /s/ Xxxxx X. Xxxxxxxx Authorized Signatory STERNE AGEE & XXXXX, INC. By: /s/ Xxxxxx X. Xxxxx Authorized Signatory XXXXXXXXXX SECURITIES, INC. By: /s/ Xxxxxx Gaia Authorized Signatory GILFORD SECURITIES INCORPORATED By: /s/ Xxxxxx X. Xxxxxxx Authorized Signatory SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Xxxxxxx Xxxx & Company 5,005,000 XXXX Capital Partners, LLC 4,235,000 Sterne Agee & Xxxxx, Inc. 3,696,000 Xxxxxxxxxx Securities, Inc. 2,310,000 Gilford Securities Incorporated 154,000 Total 15,400,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Pricing Term Sheet, dated June 29, 2012, in the fullest extent permitted by lawform filed with the Commission. SCHEDULE III PRICING INFORMATION Issue Price $2.60 Underwriting Commission $0.182 (7.0% of issue price) Aggregate Number of Shares (including Option Shares) 15,400,000 (17,710,000) Expected Closing Date July 5, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.2012 EXHIBIT A Selling Restrictions

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Coenclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-Issuer or any PACKARD COMPANY By: /s/ Xxxx X. XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Sachs & Co. (XXXXXXX, XXXXX & CO.) X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxx Seo Name: Xxxx Seo Title: Vice President For themselves and the other person. Each of the Co-Issuers waivesseveral Underwriters, if any, named in Schedule II to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.foregoing Agreement. SCHEDULE I Debt Securities

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx neither the Representatives nor any other Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, the Co-Issuer or any other personof them, with respect to the subject matter hereof. Each If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, ROYAL GOLD, INC. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the Co-Issuers waivesdate first above written. HSBC SECURITIES (USA) INC. By: Authorized Signatory XXXXXXX, XXXXX & CO. By: Authorized Signatory SCOTIA CAPITAL (USA) INC. By: Authorized Signatory For themselves and the other several Underwriters named in Schedule I to the fullest extent permitted by lawforegoing Agreement. SCHEDULE I Number of Underwritten Underwriters Securities to be Purchased HSBC Securities (USA) Inc. 1,950,000 Xxxxxxx, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability Xxxxx & Co. 1,950,000 Scotia Capital (whether direct or indirectUSA) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-IssuerInc. 1,300,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 650,000 NBF Securities (USA) Corp. 650,000 Total 6,500,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE None.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Agents are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement Offering (including in connection with determining the terms of the Notes pursuant to this Agreement Offering) and not as a financial advisor or a fiduciary to, or agent an Agents of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx is the Agents are not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Agents shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Agents of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Agents and shall not be on behalf of the Issuer, Company. The Company further acknowledges and agrees that it is aware that the Co-Issuer or any other person. Each Agents and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Co-Issuers Company and the Agents and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent Agents or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Placement Agent Agents or their affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Co-Issuers it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, employees or creditors of Company, other than in respect of the Agents’ obligations under this Agreement. In the course of its business, the Agents and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such Coactivities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, other participants in the Offering. In addition, at any given time the Agents and/or any of their affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the Offering. Consistent with applicable legal and regulatory requirements, the Agents have adopted policies and procedures to establish and maintain the independence of the Agents’ research departments and personnel. As a result, the Agents’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, the Offering and other participants in the Offering that differ from the views of the Agents’ investment banking personnel. The Agents may, at their option and expense, include the Company’s name and logo and a description of the Agents’ role in connection with the Offering in such newspapers, periodicals, annual reports and other public marketing materials as it may choose.This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Agents, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and the Company’s acceptance shall represent a binding agreement between the Company and the Agents. Very truly yours, XXXXXX MINING INC. By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Executive Chairman and Chief Owner The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CANTOR XXXXXXXXXX CANADA CORPORATION By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Compliance Officer XXXX CAPITAL PARTNERS, LLC By: /s/ X. Xxxxx Name: X. Xxxxx Title: Managing Director EXHIBIT A Form of Lock-Issuer.Up Agreement Lock-Up Agreement December ____, 2023 Cantor Xxxxxxxxxx Canada Corporation 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the agency agreement (the “Agency Agreement”) entered into by XxXxxx Mining Inc., a Colorado corporation (the “Company”), and you with respect to the offering (the “Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Agency Agreement. The execution and delivery by the undersigned of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, April 15, 2024, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the “Commissions”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock disposed of as bona fide gifts, (b) transactions by the undersigned relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) entry into written trading plans for the sale or other disposition by the undersigned of Common Stock for purposes of complying with Rule 10b5-1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other distributions pursuant to such newly established 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) sale of shares of Common Stock pursuant to 10b5-1 Plans existing as of the date of the Agency Agreement, (e) transfers by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a result of testate, intestate succession or bona fide estate planning, (f) transfers by the undersigned to a trust, partnership, limited liability company or other entity, the majority of the beneficial interests of which are held, directly or indirectly, by the undersigned, (g) distributions by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the undersigned , (h) transactions by the undersigned relating to shares of Common Stock of the Company or other securities acquired in lieu of cash compensation for services provided to the Company, (i) sales of Common Stock of the Company representing that portion of restricted shares or bonus shares vesting or issued in order to satisfy tax obligations of the undersigned in respect of the issuance or vesting of such restricted shares or bonus shares and (j) the exercise of an option or warrant or the conversion of a security outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s stock option and stock purchase plans; provided that in the case of any such permitted transfer or distribution pursuant to clause (a), (e), (f) or (g), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement. The undersigned further agrees that during the Lock-Up Period, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation, make any demand for, or exercise any right with respect to, the registration (or equivalent) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement. This Lock-Up Agreement constitutes the entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to contracts made and performed within the Province of Ontario. * * * If (a) the Company notifies you in writing that it does not intend to proceed with the Offering, or (b) for any reason the Agency Agreement shall be terminated prior to the “time of purchase” (as defined in the Agency Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. DATED this ______ day of ______________________, 2023. NAME OF SECURITYHOLDER: ________________________________ (Signature of Securityholder) (Signature of Witness) Number and type of securities of the Company subject to this lock-up agreement: EXHIBIT B Subsidiaries 10393444 Canada Inc. Lexam VG Gold Inc. Pangea Resources Inc. Compania Minera Pangea S.A. de C.V Nevada Pacific Gold (US) Inc. NPG US LLC Ticup LLC XxXxxx Mining Nevada Inc. Golden Pick LLC WKGUS LLC Gold Bar Enterprises LLC XxXxxx Copper Inc. XxXxxx Mining Alberta ULC XxXxxx Mining Minera Andes Acquisition ULC Minera Andes Inc. International Copper Mining Inc. Los Azules Mining Inc. San Xxxx Copper Inc. Andes Corporation Minera XX Xxxxxx Andes Mining Inc. Minera Andes Santa Xxxx Inc. Latin America Exploration Inc. Minera Andes SA Minera Santa Xxxx XX Xxxxxx Springs LLC Tonkin Springs Venture Limited Partnership Tonkin Springs Gold Mining Company U.S. Environmental Corporation

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx neither Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, the Co-Issuer or any other personof them, with respect to the subject matter hereof. Each If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, US GOLD CORPORATION By: /s/ PERRY ING Name: Perry Ing Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the Co-Issuers waivesdate first above written. GMP SECURITIES L.P. By: /s/ KXXXX XXXX Authorized Signatory DXXXXXX XXXX & COMPANY, LLC By: /s/ RXXXXX XXXXXXXX Authorized Signatory SCHEDULE I Underwriters Number of Underwritten Securities to the fullest extent permitted by lawbe Purchased GMP Securities L.P. 11,000,000 Dxxxxxx Xxxx & Company, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.LLC 11,000,000 Total 22,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE None. EXHIBIT A Selling Restrictions

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Coenclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-Issuer or any PACKARD COMPANY By: /s/ Xxxx X. XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director BNP PARIBAS SECURITIES CORP. By: /s/ Xxx XxXxxx Name: Xxx XxXxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Associate Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director For themselves and the other person. Each of the Co-Issuers waivesseveral Underwriters, if any, named in Schedule II to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.foregoing Agreement. SCHEDULE I Debt Securities

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review by of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Placement Agent Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Treasurer INTERNATIONAL BUSINESS MACHINES CORPORATION UNDERWRITING AGREEMENT The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. XXXXXX XXXXXXX & CO. INCORPORATED By: HSBC SECURITIES (USA) INC. /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President INTERNATIONAL BUSINESS MACHINES CORPORATION UNDERWRITING AGREEMENT SCHEDULE I Underwriting Agreement dated November 3, 2009 Registration No. 333-145104 Representatives: Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Xxxxxx Xxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 2.100% Notes due 2013 Floating Rate Notes due 2011 Principal amount: 2013 Notes - $1,250,000,000 Floating Rate Notes - $750,000,000 Purchase price: 2013 Notes - 99.759% of the Issuerprincipal amount of 2013 Notes plus accrued interest from November 6, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit 2009 Floating Rate Notes - 99.900% of the Placement Agent and shall not be on behalf principal amount of Floating Rate Notes plus accrued interest from November 6, 2009 Offering price: 2013 Notes - 99.919% of the Issuerprincipal amount of 2013 Notes plus accrued interest from November 6, the Co-Issuer or any other person. Each 2009 Floating Rate Notes - 100.000% of the Co-Issuers waivesprincipal amount of Floating Rate Notes plus accrued interest from November 6, to the fullest extent permitted by law2009 Interest: 2013 Notes Payable on May 6 and November 6 of each year, any commencing on May 6, 2010. Floating Rate Notes - Payable on February 4, May 4, August 4 and all claims it may have against the Placement Agent for breach November 4 of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuereach year, commencing February 4, 2010. Sinking fund provisions: None.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx Xxxxxxxxxx is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx Xxxxxxxxxx is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Xxxxxxxxxx shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Xxxxxxxxxx of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Xxxxxxxxxx and shall not be on behalf of the Issuer, the Co-Issuer or any other personCompany. Each The Company further acknowledges and agrees that Xxxxxxxxxx and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Co-Issuers Company and Xxxxxxxxxx and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent Xxxxxxxxxx or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Securities in the Offering and agrees that the Placement Agent Xxxxxxxxxx or their affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Co-Issuers it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of such Co-Issuerit or the Company, employees or creditors of Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and Xxxxxxxxxx with respect to the subject matter hereof; provided, however, that, notwithstanding anything herein to the contrary, the Engagement Agreement, dated September 3, 2018 (“Engagement Agreement”), between the Company and U.S. Placement Agent, shall continue to be effective and the terms therein shall continue to survive and be enforceable by the U.S. Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement and this Agreement, the terms of the Engagement Agreement shall prevail. If the foregoing is in accordance with the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and the Company’s acceptance shall represent a binding agreement between the Company and Xxxxxxxxxx. Very truly yours, INTELGENX TECHNOLOGIES CORP. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Rxxxxx Xxx Xxxx Name: Rxxxxx Xxx Xxxx Title: Vice President and Treasurer IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. DEUTSCHE BANK AG, LONDON BRANCH GXXXXXX, SXXXX & CO. SOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG BANCA IMI S.P.A. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. LLOYDS BANK PLC SANTANDER INVESTMENT SECURITIES INC. By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Axxxxxxx Xxxxxxx Name: Axxxxxxx Xxxxxxx Title: Legal Counsel By: /s/ Rxxxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxx Title: Legal Counsel By: GXXXXXX, SXXXX & CO. By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President By: SOCIÉTÉ GÉNÉRALE By: /s/ Fxxxx Xxxxxx Name: Fxxxx Xxxxxx Title: Global Co-Head of DCM Corporate Origination By: UNICREDIT BANK AG By: /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: Director By: /s/ Mxxxxxxx Xxxx Name: Mxxxxxxx Xxxx Title: Associate Director By: BANCA IMI S.P.A. By: /s/ Pxxxxxxx Xxxxxxxxx Name: Pxxxxxxx Xxxxxxxxx Title: Head of Debt Capital Markets By: BANCO BILBAO VIZCAYA ARGENTARIA, S.A. By: /s/ Gxxxxxxxx Xxxxxx Name: Gxxxxxxxx Xxxxxx Title: Executive Director By: /s/ Rxxxxxx Xxxxxxx Name: Rxxxxxx Xxxxxxx Title: Managing Director By: LLOYDS BANK PLC By: /s/ Rxxxxx Xxxxxx Name: Rxxxxx Xxxxxx Title: Director DCM By: SANTANDER INVESTMENT SECURITIES INC. By: /s/ Lxxx Xxxxxxx Name: Lxxx Xxxxxxx Title: Managing Director By: /s/ Jxxxxx Xxxxx Name: Jxxxxx Xxxxx Title: Senior Vice President SCHEDULE I Underwriting Agreement dated October 31, 2013 Registration No. 333-190160 Representatives: Deutsche Bank AG, London Branch Winchester House 1 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Desk Gxxxxxx, Sxxxx & Co. 200 Xxxx Xx. Xxx Xxxx, XX 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attn: Registration Department Société Générale 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Syndicate Desk GLFI/SYN/CAP/BND UniCredit Bank AG Axxxxxxxxxxxxxxx 00 00000 Xxxxxx, Xxxxxxx Title, Purchase Price and Description of Securities: Title: 1.875% Notes due 2020 2.875% Notes due 2025 Principal amount: 2020 Notes: €1,500,000,000 2025 Notes: €1,000,000,000 Purchase price: 2020 Notes: 99.291% of the principal amount of the Notes plus accrued interest from November 7, 2013 2025 Notes: 99.505% of the principal amount of the Notes plus accrued interest from November 7, 2013 Offering price: 2020 Notes: 99.591% of the principal amount of the Notes plus accrued interest from November 7, 2013 2025 Notes: 99.930% of the principal amount of the Notes plus accrued interest from November 7, 2013 Interest: 2020 Notes: Payable on November 6 of each year, commencing on November 6, 2014 2025 Notes: Payable on November 7 of each year, commencing on November 7, 2014 Sinking fund provisions: None. Redemption provisions: The Notes of each series are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: November 7, 2013, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx is not no Underwriters are advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, the Co-Issuer or any other personof them, with respect to the subject matter hereof. Each If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, PROSPECT GLOBAL RESOURCES INC. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the Co-Issuers waivesdate first above written. XXXXXXX XXXX & COMPANY, LLC By: /s/ Xxxxxxx Xxxxxxx Authorized Signatory MACQUARIE CAPITAL (USA) INC. By: /s/ Xxxx Xxxxxxxxxx Authorized Signatory By: /s/ Xxx Xxxxx Authorized Signatory XXXX CAPITAL PARTNERS, LLC By: /s/ Xxxxx X. Xxxxxxxx Authorized Signatory STERNE AGEE & XXXXX, INC. By: /s/ Xxxxxx X. Xxxxx Authorized Signatory SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Xxxxxxx Xxxx & Company, LLC 6,000,000 Macquarie Capital (USA) Inc. 4,500,000 Xxxx Capital Partners, LLC 3,000,000 Sterne Agee & Xxxxx, Inc. 1,500,000 Total 15,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Pricing Term Sheet, dated November 8, 2012, in the fullest extent permitted by lawform filed with the Commission. SCHEDULE III PRICING INFORMATION Issue Price $1.75 Underwriting Commission $.105 (6% of issue price) Aggregate Number of Shares 15,000,000 (17,250,000) (including Option Shares) Expected Closing Date November 14, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.2012 EXHIBIT A Selling Restrictions

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Rxxxxx Del Bene Name: Rxxxxx Del Bene Title: Vice President and Treasurer IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC DEUTSCHE BANK AG, LONDON BXXXXX XXXXXXX LXXXX INTERNATIONAL MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC STANDARD CHARTERED BANK By: BARCLAYS BANK PLC By: /s/ Lxxxxx Xxxxx Name: Lxxxxx Xxxxx Title: Authorized Attorney By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Sxxxxxxxx Xxxxxxx Name: Sxxxxxxxx Xxxxxxx Title: Senior Counsel By: /s/ Rxxxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxx Title: Legal Counsel MXXXXXX LXXXX INTERNATIONAL By: /s/ Jxxx Xxxxxxxx Name: Jxxx Xxxxxxxx Title: Managing Director MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC By: /s/ An-cxx Xxxx-Xxxxxx Name: An-cxx Xxxx-Xxxxxx Title: Authorized Signatory STANDARD CHARTERED BANK By: /s/ Pxxxxxxxx Xxxxxxxxxx Name: Pxxxxxxxx Xxxxxxxxxx Title: Global Lead, CM-FIG SCHEDULE I Underwriting Agreement dated November 14, 2013 Registration No. 333-190160 Representatives: Barclays Bank PLC 700 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Deutsche Bank AG, London Branch Winchester House 1 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Desk Mxxxxxx Lxxxx International 2 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ Title, Purchase Price and Description of Securities: Title: 2.750% Notes due 2020 Principal amount: £750,000,000 Purchase price: 99.583% of the principal amount of the Notes plus accrued interest from November 21, 2013 Offering price: 99.883% of the principal amount of the Notes plus accrued interest from November 21, 2013 Interest: Payable on December 21 of each year, commencing on December 21, 2014 Sinking fund provisions: None. Redemption provisions: The Notes of each series are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: November 21, 2013, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Wxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Agents are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement Offering (including in connection with determining the terms of the Notes pursuant to this Agreement Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx is not no Agents are advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Agents shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Agents of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Agents and shall not be on behalf of the Issuer, Company. The Company further acknowledges and agrees that it is aware that the Co-Issuer or any other person. Each Agents and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Co-Issuers Company and the Agents and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent Agents or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Placement Agent Agents or their affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Co-Issuers it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, employees or creditors of Company, other than in respect of the Agents’ obligations under this Agreement. In the course of its business, the Agents and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such Coactivities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, other participants in the Offering. In addition, at any given time the Agents and/or any of their affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the Offering. Consistent with applicable legal and regulatory requirements, the Agents have adopted policies and procedures to establish and maintain the independence of the Agents’ research departments and personnel. As a result, the Agents’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, the Offering and other participants in the Offering that differ from the views of the Agents’ investment banking personnel. The Agents may, at their option and expense, include the Company’s name and logo and a description of the Agents’ role in connection with the Offering in such newspapers, periodicals, annual reports and other public marketing materials as it may choose. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Agents, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and the Company’s acceptance shall represent a binding agreement between the Company and the several Agents. Very truly yours, MXXXXX MINING INC. By: /s/ Rxxxxx X. XxXxxx Name: Rxxxxx X. XxXxxx Title: Chairman of the Board and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CANTOR FXXXXXXXXX CANADA CORPORATION By: /s/ Cxxxxxxxxxx Xxxxx Name: Cxxxxxxxxxx Xxxxx Title: President and Chief Financial Officer SCHEDULE I EXHIBIT B Form of Lock-Issuer.Up Agreement EXHIBIT C Subsidiaries

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION, By /s/ Mxxxxx Xxxxxxxxx Name: Mxxxxx Xxxxxxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BARCLAYS CAPITAL INC. LXXXXX BROTHERS INC. MXXXXXX LYNCH, PXXXXX, FXXXXX & SXXXX INCORPORATED MXXXXX SXXXXXX & CO. INCORPORATED By: BARCLAYS CAPITAL INC. By: /s/ Pxxxxx Xxxxxxx Name: Pxxxxx Xxxxxxx Title: Director For themselves and the other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated July 23, 2008 Registration No. 333-145104 Representatives: Barclays Capital Inc. Lxxxxx Brothers Inc. Mxxxxxx Xxxxx, Xxxxxx, Fxxxxx & Sxxxx. Incorporated Mxxxxx Sxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: Floating Rate Notes due 2011 Principal amount: $1,000,000,000 Purchase price: 99.850% of the principal amount of Notes plus accrued interest from July 28, 2008 Offering price: 100.000% of the principal amount of Notes plus accrued interest from July 28, 2008 Interest: Payable on January 28, April 28, July 28 and October 28 of each year, commencing on October 28, 2008 Sinking fund provisions: None. Redemption provisions: The Notes are not redeemable prior to maturity. Closing Date, Time and Location: July 28, 2008, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The line items from the Company's consolidated income statement and statement of financial position set forth in the IssuerCompany's press release dated July 17, 2008 included in the CoCompany's Form 8-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the IssuerK dated July 17, the Co-Issuer or any other person. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer2008.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, IBM CREDIT LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President, Finance The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. HSBC SECURITIES (USA) INC. RBC CAPITAL MARKETS, LLC SMBC NIKKO SECURITIES AMERICA, INC. XXXXX FARGO SECURITIES, LLC By: HSBC SECURITIES (USA) INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: President By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director SCHEDULE I Underwriting Agreement dated November 27, 2018 Registration No. 333-219724 Representatives: HSBC Securities (USA) Inc. 000 Xxxxx Xxxxxx New York, NY 10018 Fax: (000) 000-0000 Attention: Transaction Management Americas RBC Capital Markets, LLC 000 Xxxxx Xxxxxx New York, NY 10281 Fax: (000) 000-0000 Attention: Transaction Management/Xxxxx X. Xxxxxxxx SMBC Nikko Securities America, Inc. 000 Xxxx Xxxxxx New York, NY 10172 Attention: Debt Capital Markets Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, NC 28202 Attention: Transaction Management Email: xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Title, Purchase Price and Description of Securities: Title: Floating Rate Notes due 2020 3.450% Notes due 2020 3.600% Notes due 2021 Principal amount: 2020 Floating Rate Notes: $750,000,000 2020 Notes: $750,000,000 2021 Notes: $500,000,000 Purchase price: 2020 Floating Rate Notes – 99.900% of the principal amount of the 2020 Floating Rate Notes plus accrued interest from and including November 30, 2018 2020 Notes – 99.821% of the principal amount of the 2020 Notes plus accrued interest from and including November 30, 2018 2021 Notes – 99.819% of the principal amount of the 2021 Notes plus accrued interest from and including November 30, 2018 Offering price: 2020 Floating Rate Notes – 100% of the principal amount of the 2020 Floating Rate Notes plus accrued interest from and including November 30, 2018 2020 Notes – 99.921% of the principal amount of the 2020 Notes plus accrued interest from and including November 30, 2018 2021 Notes – 99.969% of the principal amount of the 2021 Notes plus accrued interest from and including November 30, 2018 Interest: 2020 Floating Rate Notes – Payable on November 30, the last day in the month of February, May 30 and August 30 of each year, commencing on February 28, 2019 2020 Notes – Payable on November 30 and May 30 of each year, commencing on May 30, 2019 2021 Notes – Payable on November 30 and May 30 of each year, commencing on May 30, 2019 Sinking fund provisions: None. Redemption provisions: The 2020 Notes and 2021 Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. The Floating Rate Notes may not be redeemed prior to maturity. Closing Date, Time and Location: November 30, 2018, 10:00 a.m., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Items specified pursuant to Section 5(f)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(f): None. Statements covered by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other person. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Section 7(b):

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxx Xxx Xxxx Name: Xxxxxx Xxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director SCHEDULE I Underwriting Agreement dated July 29, 2013 Registration No. 333-190160 Representatives: Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities LLC. Xxxxxx Xxxxxxx & Co. LLC Title, Purchase Price and Description of Securities: Title: 3.375% Notes due 2023 Floating Rate Notes due 2015 Principal amount: 2023 Notes - $1,500,000,000 Floating Rate Notes - $650,000,000 Purchase price: 2023 Notes - 99.280% of the principal amount of 2023 Notes plus accrued interest from August 1, 2013 Floating Rate Notes – 99.900% of the principal amount of Floating Rate Notes plus accrued interest from August 1, 2013 Offering price: 2023 Notes - 99.680% of the principal amount of 2023 Notes plus accrued interest from August 1, 2013 Floating Rate Notes – 100.00% of the principal amount of Floating Rate Notes plus accrued interest from August 1, 2013 Interest: 2023 Notes Payable on February 1 and August 1 of each year, commencing on February 1, 2014 Floating Rate Notes - Payable on January 29, April 29, July 29 and October 29 of each year, commencing October 29, 2013. Sinking fund provisions: None. Redemption provisions: The 2023 Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. The Floating Rate Notes may not be redeemed prior to maturity. Closing Date, Time and Location: August 1, 2013, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of The Company and the Co-Issuers acknowledges Selling Stockholders acknowledge and agrees agree that (i) Sandler X’Xxxxx the purchase and sale of the securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or any Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company or any Selling Stockholder with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer Offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising obligation to the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters Selling Stockholder except the obligations expressly set forth in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability to the Issuer or the Co-Issuer with respect thereto, Agreement and (iv) the Company or any review by Selling Stockholder has consulted its own legal and financial advisors to the Placement Agent extent it deemed appropriate. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Selling Stockholder, in connection with such transaction or the process leading thereto. Each Selling Stockholder acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to any Selling Stockholder to participate in the offering or sell any securities at the at the purchase price per share set forth in clause (a) of Section 2, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company and the several Underwriters in accordance with its terms. Very truly yours, OCEANPAL INC. By: Name: Title: Address for Notice: Xxxxxxxx 00, 000 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx, Attention: Xxxxxxxxxxx Xxxxxxxxxx, Facsimile: + 30-210-9401-810; email: [ ] Copy (which shall not constitute notice) to: Xxxxxx & Xxxxxx LLP, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: [ ], Esq., Facsimile: (000) 000-0000, Email: [ ] [INSERT SIGNATURE BLOCKS FOR SELLING STOCKHOLDERS ALONG WITH ADDRESS FOR NOTICE] Accepted on the date first above written. MAXIM GROUP LLC As the Representative of the Issuerseveral Underwriters listed on Schedule I By: Name: Title: Address for Notice: 000 Xxxx Xxxxxx, the Co00xx Xxxxx Xxx Xxxx, XX 00000, Attention: [ ], Facsimile: (000) 000-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and 0000, email: xxxxxxx@xxxxxxxx.xxx Copy (which shall not constitute notice) to: Ellenoff Xxxxxxxx & Schole LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxx X. Xxxxxxxx, Esq., Facsimile: (000) 000-0000, email: xxxxxxxxxx@xxxxxx.xxx SCHEDULE I Schedule of Underwriters Underwriter Number of Units including Common Shares to be on behalf Purchased Number of the Issuer, the CoUnits Including Pre-Issuer or any other person. Each Funded Warrants to be Purchased Number of the Co-Issuers waives, Additional Class A Warrants to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach be Purchased Closing Purchase Price Maxim Group LLC $ Total $ SCHEDULE II Schedule of fiduciary duty or alleged breach Selling Stockholders Name of fiduciary duty and agrees that the Placement Agent shall have no liability Selling Stockholder Number of Selling Stockholder Shares to be Sold Closing Purchase Price [ ] (whether direct or indirecta) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.$ [ ] (a) [ ] (a) Total $

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such 17 Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) any review by the Placement Agent of Company has consulted its own legal and financial advisors to the Issuerextent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Co-Issuer or any transactions contemplated by this Agreement of them, has rendered advisory services of any nature or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuerrespect, the Co-Issuer or any other person. Each of the Co-Issuers waives, owes a fiduciary or similar duty to the fullest extent permitted by lawCompany, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. XXXXXXX XXXXX & CO. LLC SANTANDER INVESTMENT SECURITIES INC. SG AMERICAS SECURITIES, LLC XXXXX FARGO SECURITIES, LLC BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director (Signature Page to the Underwriting Agreement) CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director (Signature Page to the Underwriting Agreement) CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director (Signature Page to the Underwriting Agreement) DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx X. XxXxxx Name: Xxxx XxXxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director (Signature Page to the Underwriting Agreement) XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director (Signature Page to the Underwriting Agreement) SANTANDER INVESTMENT SECURITIES INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Director By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President (Signature Page to the Underwriting Agreement SG AMERICAS SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director (Signature Page to the Underwriting Agreement) XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director (Signature Page to the Underwriting Agreement) SCHEDULE I Underwriting Agreement dated April 30, 2020 Registration No. 333-230099 Representatives: BofA Securities, Inc. 00 Xxxxxxxxxxx Xxxxx NY1-50-12-01 New York, New York 10020 Fax: (000) 000-0000 Attention: High Grade Debt Capital Markets Transaction Management/Legal Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx New York, New York 10013 Fax: (000) 000-0000 Attention: General Counsel Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx Xxxxxx New York, New York 00000-0000 Fax: (000) 000-0000 Attention: IBCM-Legal Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx New York, New York 10005 Fax: (000) 000-0000 Attention: Debt Capital Markets Syndicate, with a copy to General Counsel Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, New York 10282 Attention: Registration Department Santander Investment Securities Inc. 00 Xxxx 00xx Xxxxxx New York, New York 10022 Fax: (000) 000-0000 Attention: Debt Capital Markets SG Americas Securities, LLC 000 Xxxx Xxxxxx New York, New York 10167 Fax: (000) 000-0000 Attention: High Grade Bond Syndicate Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, NC 28202 Fax: (000) 000-0000 Attention: Transaction Management Title, Purchase Price and Description of fiduciary duty or alleged breach of fiduciary duty and agrees that Securities: Title: 1.700% Notes due 2027 (the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.“2027 Notes”)

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION, By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BARCLAYS CAPITAL INC. BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. XXXXXXX, XXXXX & CO. X.X. XXXXXX SECURITIES INC. UBS SECURITIES LLC By: BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director For themselves and the other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated September 11, 2007 Registration No. 333-145104 Representatives: Barclays Capital Inc. BNP Paribas Securities Corp Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. X.X. Xxxxxx Securities Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: 5.70% Notes due 2017 Principal amount: $3,000,000,000 Purchase price: 99.254% of the principal amount of Notes plus accrued interest from September 14, 2007 Offering price: 99.654% of the principal amount of Notes plus accrued interest from September 14, 2007 Interest: Payable on March 14 and September 14 of each year, commencing on March 14, 2008 Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. Closing Date, Time and Location: September 14, 2007, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers acknowledges The Depositor and agrees CFSC acknowledge and agree that (i) Sandler X’Xxxxx [each] [the] Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer Depositor and the Co-Issuer CFSC with respect to the placement offering of the Notes pursuant to this Agreement contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Depositor, CFSC or any other person. Additionally, (ii) Sandler X’Xxxxx [neither the Representatives nor any other Underwriter] [the Underwriter is not not] is advising the IssuerDepositor, the Co-Issuer CFSC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer . The Depositor and the Co-Issuer CFSC shall consult with their own advisors concerning any such matter matters and shall be responsible for making their own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent [no] [the] Underwriter shall have no any responsibility or liability to the Issuer Depositor or the Co-Issuer CFSC with respect thereto, and (iv) any . Any review by the Placement Agent [Underwriters] [Underwriter] of the IssuerDepositor, CFSC, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent [Underwriters] [Underwriter] and shall not be on behalf of the IssuerDepositor or CFSC. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the Co-Issuer or any other personenclosed duplicate hereof, whereupon it will become a binding agreement among the Depositor, CFSC and the [several Underwriters] [Underwriter] in accordance with the terms of this Class [A] [B] Note Underwriting Agreement. Each Very truly yours, CATERPILLAR FINANCIAL FUNDING CORPORATION By:______________________________ Name: Title: CATERPILLAR FINANCIAL SERVICES CORPORATION By:______________________________ Name: Title: The foregoing Class [A] [B] Underwriting Agreement is hereby confirmed and accepted as of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim date first written above. ________________________________ By:________________________ Name: Title: [on behalf of or in right itself and as Representative of such Co-Issuer.the Several Underwriters] 27 SCHEDULE 1 Underwriter Principal Amount of Class [A-1] Notes Principal Amount of Class [A-2] Notes Principal Amount of Class [A-3] [B] Notes Principal Amount of Class [A-4] [B] Notes . . . . . . . . . . . . . . . $ __________ $ __________ $ __________ $ __________ $ __________ $ __________ $ __________ $ __________ . . . . . . . . . . . . . . . $ __________ $ __________ $ __________ $ __________ . . . . . . . . . . . . . . . $ __________ $ __________ $ __________ $ __________ Total $ $ $ $ ANNEX A Bond Size Free Writing Prospectus ANNEX B Pricing Free Writing Prospectus

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. XxXxxxxx Xxxx X. XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Principal CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Ben-Zion Smilchensky Name: Ben-Zion Smilchensky Title: Managing Director By: /s/ R. Xxxxx Xxxxxxx Name: R. Xxxxx Xxxxxxx Title: Managing Director GREENWICH CAPITAL MARKETS, INC. By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Yurij Slyz Name: Yurij Slyz Title: Vice President For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Debt Securities Floating Rate Global Notes due February 24, 2011 Underwriting Agreement: Dated February 23, 2009 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC 0 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Deutsche Bank Securities Inc. 00 Xxxx Xx. Xxx Xxxx, XX 00000 Greenwich Capital Markets, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xx 00000 Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Co-Issuer or any Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Mitsubishi UFJ Securities International plc Xxxxx Fargo Securities, LLC Title of Securities: Floating Rate Global Notes due February 24, 2011 Ranking: Senior unsecured obligations ranking equally with all other personsenior unsecured indebtedness of HP from time to time outstanding Principal Amount: $275,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 1.75% per annum. Each Purchase Price: 99.85% Offering Price: 100% Interest Payment Dates: Quarterly; February 24, May 24, August 24 and November 24 of the Co-Issuers waiveseach year, commencing May 2, 2009 (subject to the fullest extent permitted by lawmodified following business day convention). Interest Reset Dates: Quarterly; February 24, any May 24, August 24 and all claims it may have against November 24 of each year, commencing May 24, 2009 (subject to the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuermodified following business day convention).

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx neither the Representatives nor any other Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, the Co-Issuer or any other personof them, with respect to the subject matter hereof. Each If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, ROYAL GOLD, INC. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the Co-Issuers waives, date first above written. HSBC SECURITIES (USA) INC. By: Authorized Signatory XXXXXXX XXXXX & CO. By: Authorized Signatory SCOTIA CAPITAL (USA) INC. By: Authorized Signatory For themselves and the other several Underwriters named in Schedule I to the fullest extent permitted by lawforegoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased HSBC Securities (USA) Inc. 1,352,000 Xxxxxxx, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability Sachs Inc. 1,352,000 Scotia Capital (whether direct or indirectUSA) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-IssuerInc. 1,222,000 National Bank Financial Inc. 416,000 CIBC World Markets Inc. 286,000 RBC Capital Markets Corporation 286,000 UBS Securities LLC 286,000 Total 5,200,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Issuer Free Writing Prospectus, dated June 22, 2010.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxxx X. Xxxxxx III Name: Xxxxxxx X. Xxxxxx III Title: Vice President and Treasurer IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CREDIT SUISSE SECURITIES (EUROPE) LIMITED DEUTSCHE BANK AG, LONDON BRANCH THE ROYAL BANK OF SCOTLAND PLC By: BARCLAYS BANK PLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorised Attorney By: CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director BY: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director By: /s/ Sibel Karantay Name: Sibel Karantay Title: Director THE ROYAL BANK OF SCOTLAND PLC By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Authorised Signatory BANCO SANTANDER, S.A. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Director By: /s/ Xxxxxx Broecheler Name: Xxxxxx Broecheler Title: Executive Director BANCA IMI S.P.A By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Head of DCM SCHEDULE I Underwriting Agreement dated November 19, 2014 Registration No. 333-190160 Representatives: Barclays Bank PLC 5 Xxx Xxxxx Xxxxxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Tel: +00(0)00 0000 0000 Fax: +00(0)00 0000 0000 Attn: Debt Syndicate Credit Suisse Securities (Europe) Limited One Xxxxx Xxxxxx Xxxxxx X00 0XX Tel: 0(00) 0000 0000 Fax: 0(00) 0000 0000 Deutsche Bank AG, London Branch Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Desk The Royal Bank of Scotland plc 000 Xxxxxxxxxxx Xxxxxx XX0X 0XX Tel: +00 00 0000 0000 Fax: +00 00 0000 0000 Attn: New Issues, Syndicate Desk Title, Purchase Price and Description of Securities: Title: 1.250% Notes due 2023 Principal amount: €1,000,000,000 Purchase price: 99.453% of the principal amount of the Securities plus accrued interest from and including November 26, 2014 Offering price: 99.778% of the principal amount of the Securities plus accrued interest from and including November 26, 2014 Interest: Payable on May 26 of each year, commencing on May 26, 2015 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: November 26, 2014, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Xxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Borrower acknowledges and agrees that (i) Sandler X’Xxxxx the advance of the Loan by the Lender pursuant to this Master Loan Agreement is an arm’s-length commercial transaction between the Borrower and the Lender, (ii) in connection therewith and with the financing discussions, undertakings and procedures leading up to the consummation of such transaction, the Lender is and has been acting solely as a principal and is not acting as the agent or fiduciary of or in any way advising the capacity Borrower, (iii) neither Lender nor Authority has assumed an advisory or fiduciary responsibility in favor of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Borrower with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer financing contemplated hereby or the Co-Issuer discussions, undertakings and procedures leading thereto (irrespective of whether the Lender has provided other services or any is currently providing other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability services to the Issuer or Borrower on other matters) and neither Lender nor Authority has any obligation to the Co-Issuer Borrower with respect thereto, to the financing contemplated hereby except the obligations expressly set forth in this Master Loan Agreement and (iv) any review by the Placement Agent of the IssuerBorrower has consulted its own legal, the Co-Issuer or any transactions contemplated by this Agreement or any financial and other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other person. Each of the Co-Issuers waives, advisors to the fullest extent permitted it has deemed appropriate. EXHIBIT A AGGREGATE PRINCIPAL AMOUNT OF THE LOAN OUTSTANDING Date Draw Request No. Amount ($) of Draw (Request) Aggregate Amount of Loan Outstanding TOTAL $ EXHIBIT B FORM OF INITIAL DRAW REQUEST DRAW REQUEST NO. 1 PURSUANT TO MASTER LOAN AGREEMENT (SERIES B) by lawand among First Republic Bank, any as Lender and all claims it may have against California Enterprise Development Authority, as Authority and Menlo School, as Borrower Dated as of [Closing Date] THIS DRAW REQUEST (this “Draw Request”) is made pursuant to the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that Master Loan Agreement identified above (the Placement Agent “Master Loan Agreement”). Defined terms used but not otherwise defined herein shall have no liability (whether direct or indirect) to either of the Co-Issuers meaning set forth in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuerthe Master Loan Agreement.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) any review by the Placement Agent of Company has consulted its own legal and financial advisors to the Issuerextent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Co-Issuer or any transactions contemplated by this Agreement of them, has rendered advisory services of any nature or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuerrespect, the Co-Issuer or any other person. Each of the Co-Issuers waives, owes a fiduciary or similar duty to the fullest extent permitted by lawCompany, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Mxxx Xxxxxxx Name: Mxxx Xxxxxxx Title: Vice President and Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED GXXXXXX SXXXX & CO. LLC J.X. XXXXXX SECURITIES PLC MXXXXXX LXXXX INTERNATIONAL MIZUHO INTERNATIONAL PLC MUFG SECURITIES EMEA PLC THE TORONTO-DOMINION BANK BANCO BILBAO VIZCAYA ARGENTARIA, S.A. CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH TRUIST SECURITIES, INC. U.S. BANCORP INVESTMENTS, INC. WXXXX FARGO SECURITIES INTERNATIONAL LIMITED ACADEMY SECURITIES, INC. INDEPENDENCE POINT SECURITIES LLC PENSERRA SECURITIES LLC By: BARCLAYS BANK PLC By: /s/ Jxxxxx Xxxxxxx Name: Jxxxxx Xxxxxxx Title: Authorised Signatory By: CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Axxxxx Xxxxxxxx Name: Axxxxx Xxxxxxxx Title: Delegated Signatory By: GXXXXXX SXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxxxxxx Name: Mxxxxxx Xxxxxxxxx Title: Managing Director By: J.X. XXXXXX SECURITIES PLC By: /s/ Rxxxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxx Title: Executive Director By: MXXXXXX LXXXX INTERNATIONAL By: /s/ Axxxx X Xxxxxxxx Name: Axxxx X Xxxxxxxx Title: Managing Director By: MIZUHO INTERNATIONAL PLC By: /s/ Mxxxxx Xxxxxxx Name: Mxxxxx Xxxxxxx Title: Executive Director By: MUFG SECURITIES EMEA PLC By: /s/ Axxxx Xxxxxx Name: Axxxx Xxxxxx Title: Authorised Signatory By: THE TORONTO-DOMINION BANK By: /s/ Fxxxxxx Xxxxxx Name: Fxxxxxx Xxxxxx Title: Director, Transaction Advisory Group By: Banco Bilbao Vizcaya Argentaria, S.A. By: /s/ Vxxxxxx XX XXXXXX (DCM) Name: Vxxxxxx XX XXXXXX (DCM) Title: Director By: /s/ Sxxxxx de las Cxxxxxx Name: Sxxxxx de las Cxxxxxx Title: Managing Director By: Canadian Imperial Bank of fiduciary duty or alleged breach Commerce, London Branch By: /s/ Axxxxx Xxxx Name: Axxxxx Xxxx Title: Managing Director By: Truist Securities, Inc. By: /s/ Jxxx Xxxxxxx Name: Jxxx Xxxxxxx Title: Managing Director By: U.S. Bancorp Investments, Inc. By: /s/ Kxxx Xxxxxxxxxx Name: Kxxx Xxxxxxxxxx Title: Managing Director By: Wxxxx Fargo Securities International Limited By: /s/ Dxxxx Xxxxx Name: Dxxxx Xxxxx Title: Managing Director By: Academy Securities, Inc. By: /s/ Mxxxxxx Xxxx Name: Mxxxxxx Xxxx Title: Chief Compliance Officer By: Independence Point Securities LLC By: /s/ Ixxxx Xxxxxx Name: Ixxxx Xxxxxx Title: Managing Director By: Penserra Securities LLC By: /s/ Jxxx Xxxxxxxx Name: Jxxx Xxxxxxxx Title: Managing Director SCHEDULE I Underwriting Agreement dated January 30, 2023 Registration No. 333-262911 Representatives: Barclays Bank PLC 1 Xxxxxxxxx Xxxxx London E14 5HP, United Kingdom Tel: +00 (0) 00 0000 0000 Attn: Debt Syndicate Email: LxxxXxxxxxxXxxxXxxxxxx@xxxxxxxxxxxx.xxx Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Fax No.: +00 00 0000 0000 Attention: Syndicate Desk Gxxxxxx Sxxxx & Co. LLC 200 Xxxx Xxxxxx New York, New York 10282-2198 Attention: Registration Department J.X. Xxxxxx Securities plc 20 Xxxx Xxxxxx Canary Wharf London E14 5JP United Kingdom Email: exxx_xxxxxxxxx@xxxxxxxx.xxx Attention: Head of fiduciary duty International Syndicate Mxxxxxx Lxxxx International 2 Xxxx Xxxxxx Xxxxxx London EC1A 1HQ United Kingdom Tel: +00 (0)00 0000 0000 Fax: +00 (0)00 0000 0000 Email: dxx_xxx@xxxx.xxx Attn: Syndicate Desk Mizuho International plc 30 Old Bxxxxx London, EC4M 7AU United Kingdom MUFG Securities EMEA plc Ropemaker Place 20 Xxxxxxxxx Xxxxxx London EC2Y 9AJ Attention: Legal – Primary Markets Email: lxxxx-xxxxxxxxxxxxxx@xxx.xx.xxxx.xx The Toronto-Dominion Bank 60 Xxxxxxxxxxxx Xxxxxx London EC2R 8AP United Kingdom Attention: (UK) Head of Syndicate & Origination Tel: +00 00 0000 0000 Email: TxxxxxxxxxxXxxxxxxxXxxxx@xxxxxxxxxxxx.xxx Title, Purchase Price and agrees that Description of Securities: Title: 3.375% Notes due 2027 (the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.“2027 Notes”)

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Mxxxxx Xxxxxxxxx Name: Mxxxxx Xxxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. UBS SECURITIES LLC By: UBS SECURITIES LLC By: /s/ Jxxx Xxxxxxx Name: Jxxx Xxxxxxx Title: Managing Director By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Associate Director SCHEDULE I Underwriting Agreement dated December 13, 2010 Registration No. 333-168333 Representatives: Barclays Capital Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: Floating Rate Notes due 2012 Principal amount: $1,000,000,000 Purchase price: 99.90% of the principal amount of Notes plus accrued interest from December 15, 2010 Offering price: 100.00% of the principal amount of Notes plus accrued interest from December 15, 2010 Interest: Payable on March 15, June 15, September 15 and December 15, commencing on March 15, 2011. Sinking fund provisions: None. Redemption provisions: The Notes may not be redeemed prior to maturity. Closing Date, Time and Location: December 15, 2010, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Sxxxxxx X. Xxxxxx III Name: Sxxxxxx X. Xxxxxx III Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. J. X. XXXXXX SECURITIES LLC By: /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Vice President SCHEDULE I Underwriting Agreement dated October 31, 2014 Registration No. 333-190160 Representatives: J. X. Xxxxxx Securities LLC Title, Purchase Price and Description of Securities: Title: Floating Rate Notes due 2021 Principal amount: $1,100,000,000 Purchase price: 99.750% of the principal amount plus accrued interest from November 6, 2014 Offering price: 100.000% of the principal amount plus accrued interest from November 6, 2014 Interest: Payable on February 6, May 6, August 6, and November 6 of each year, commencing on February 6, 2015 Sinking fund provisions: None. Redemption provisions: The Notes may not be redeemed prior to maturity. Closing Date, Time and Location: November 6, 2014, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Wxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) any review by the Placement Agent of Company has consulted its own legal and financial advisors to the Issuerextent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Co-Issuer or any transactions contemplated by this Agreement of them, has rendered advisory services of any nature or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuerrespect, the Co-Issuer or any other person. Each of the Co-Issuers waives, owes a fiduciary or similar duty to the fullest extent permitted by lawCompany, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: Sxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director By: HSBC SECURITIES (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director SCHEDULE I Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New York, NY 10019 Attn: Syndicate Registration Fax: 600-000-000 BofA Securities, Inc. 1000 Xxxxxxxx, XX0-540-26-02 New York, NY 10036 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: 200-000-0000 Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx New York, NY 10013 Attention: General Counsel Fax: 600-000-0000 HSBC Securities (USA) Inc. 400 Xxxxx Xxxxxx New York, NY 10018 Attention: Transaction Management Group Phone: 1-000-000-0000 Fax: 1-000-000-0000 Email: txx.xxxxxxxx@xx.xxxx.xxx Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10020 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, NY 10172 Attention: Debt Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Title, Purchase Price and Description of fiduciary duty or alleged breach of fiduciary duty and agrees that Securities: Title: 2.200% Notes due 2027 (the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.“2027 Notes”)

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) any review by the Placement Agent of Company has consulted its own legal and financial advisors to the Issuerextent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Co-Issuer or any transactions contemplated by this Agreement of them, has rendered advisory services of any nature or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuerrespect, the Co-Issuer or any other person. Each of the Co-Issuers waives, owes a fiduciary or similar duty to the fullest extent permitted by lawCompany, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty enclosed duplicate hereof, whereupon this letter and agrees that your acceptance shall represent a binding agreement among the Placement Agent shall have no liability Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Mxxx Xxxxxxx Name: Mxxx Xxxxxxx Title: Vice President and Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. GXXXXXX SXXXX & CO. LLC J.X. XXXXXX SECURITIES LLC MIZUHO SECURITIES USA LLC MUFG SECURITIES AMERICAS INC. TD SECURITIES (whether direct or indirectUSA) to either of the CoLLC By: BARCLAYS CAPITAL INC By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director By: GXXXXXX SXXXX & CO. LLC By: /s/ Mxxxxxx Xxxxxxxxx Name: Mxxxxxx Xxxxxxxxx Title: Managing Director By: J.X. XXXXXX SECURITIES LLC By: /s/ Som Bxxxxxxxxxxxx Name: Som Bxxxxxxxxxxxx Title: Executive Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Managing Director By: MUFG SECURITIES AMERICAS INC. By: /s/ Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Managing Director By: TD SECURITIES (USA) LLC By: /s/ Lxxx Xxxxxxxx Name: Lxxx Xxxxxxxx Title: Director SCHEDULE I Underwriting Agreement dated January 30, 2023 Registration No. 333-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co262911 Representatives: Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New York, New York 10019 Attn: Syndicate Registration Fax: 600-Issuer.000-0000 BofA Securities, Inc. 100 Xxxx 00xx Xxxxxx, XX0-114-07-01 New York, New York 10036 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: 200-000-0000 Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx New York, New York 10013 Fax: (000) 000-0000 Attention: General Counsel Gxxxxxx Sxxxx & Co. LLC 200 Xxxx Xxxxxx New York, New York 10282-2198 Attention: Registration Department

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Rxxxxx Xxx Xxxx Name: Rxxxxx Xxx Xxxx Title: Vice President and Treasurer IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. CREDIT SUISSE SECURITIES (EUROPE) LIMITED DEUTSCHE BANK AG, LONDON BRANCH GXXXXXX, SXXXX & CO. MXXXXX SXXXXXX & CO. INTERNATIONAL PLC BANCA IMI S.P.A. BANCO SANTANDER, S.A. SOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG By: CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/A. Gull Name: Axxxxx Xxxx Title: Director By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/Sxxxxxxxx Xxxxxxx Name: Sxxxxxxxx Xxxxxxx Title: Senior Counsel By: /s/ Axxxxxxx Xxxxxxx Name: Axxxxxxx Xxxxxxx Title: Senior Counsel By: GXXXXXX, SXXXX & CO. By: /s/Axxx X. Xxxxxx Name: Axxx X. Xxxxxx Title: Vice President By: MXXXXX SXXXXXX & CO. INTERNATIONAL PLC By: /s/Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Managing Director BANCA IMI S.P.A. By: /s/Pxxxxxxx Xxxxxxxxx Name: Pxxxxxxx Xxxxxxxxx Title: Head of Debt Capital Markets BANCO SANTANDER, S.A. By: /s/Rxxxxx Xxxxxxxxxx /s/ Argent Veseli Name: Rxxxxx Broecherer Argent Vxxxxx Title: E.D E.D. SOCIÉTÉ GÉNÉRALE By: /s/Bxxxxxx Xxxxx Name: Bxxxxxx Xxxxx Title: Global Co-Head of Corporate Origination UNICREDIT BANK AG By: /s/Mxxxxxx Xxxxxxx /s/Cxxxxxxxx Xxxxx Name: Mxxxxxx Xxxxxxx Cxxxxxxxx Xxxxx Title: Director Director SCHEDULE I Underwriting Agreement dated November 12, 2012 Registration No. 333-168333 Representatives: Credit Suisse Securities (Europe) Limited Oxx Xxxxx Xxxxxx Xxxxxx X00 0XX Tel: +00 (0) 00 0000 0000 Fax: +00 (0) 00 0000 0000 Attn: MTN Trading Desk Deutsche Bank AG, London Branch Winchester House 1 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Desk Gxxxxxx, Sxxxx & Co. 200 Xxxx Xx. Xxx Xxxx, XX 00000 Tel: (000) 000-0000 Fax: (000) 000-0000 Attn: Registration Department Mxxxxx Sxxxxxx & Co. International plc 20 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Tel: 000 0000 0000 Fax: +00 000 000 0000 Email: txxxxxxxx@xxxxxxxxxxxxx.xxx Attn: Head of Transaction Management Group, Global Capital Markets Title, Purchase Price and Description of Securities: Title: 1.375% Notes due 2019 Principal amount: €1,000,000,000 Purchase price: 99.283% of the principal amount of the Notes plus accrued interest from November 19, 2012 Offering price: 99.583% of the principal amount of the Notes plus accrued interest from November 19, 2012 Interest: Payable on November 19 of each year, commencing on November 19, 2013. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: November 19, 2012, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Rxxxxx Xxx Xxxx Name: Rxxxxx Xxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. DEUTSCHE BANK SECURITIES INC. GXXXXXX, SXXXX & CO. HSBC SECURITIES (USA) INC. UBS SECURITIES LLC By: HSBC SECURITIES (USA) INC. By: /s/ Dxxxx X. Xxxxx Name: Dxxxx X. Xxxxx Title: Senior Vice President SCHEDULE I Underwriting Agreement dated July 19, 2011 Registration No. 333-168333 Representatives: Deutsche Bank Securities Inc. Gxxxxxx, Sxxxx & Co. HSBC Securities (USA) Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: 1.950% Notes due 2016 Principal amount: $2,000,000,000 Purchase price: 99.178% of the principal amount of Notes plus accrued interest from July 22, 2011 Offering price: 99.428% of the principal amount of Notes plus accrued interest from July 22, 2011 Interest: Payable on January 22 and July 22, commencing on January 22, 2012. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. Closing Date, Time and Location: July 22, 2011, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement Offering (including in connection with determining the terms of the Notes pursuant to this Agreement Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx is not no Underwriters are advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the Issuer, Company. The Company further acknowledges and agrees that it is aware that the Co-Issuer or any other person. Each Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Co-Issuers Company and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Placement Agent Underwriters or their affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Co-Issuers it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, employees or creditors of Company, other than in respect of the Underwriters’ obligations under this Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and the Company’s acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, XXXXXX MINING INC. By: /s/ Xxxxxx XxXxxx Name: Xxxxxx XxXxxx Title: Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CANTOR XXXXXXXXXX CANADA CORPORATION By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: President and Chief Financial Officer SCHEDULE I Underwriters Number of Shares to be Purchased Cantor Xxxxxxxxxx Canada Corporation 4,975,500 BMO Capital Markets Corp. 829,250 TD Securities Inc. 829,250 Total: 6,634,000 EXHIBIT B Form of Lock-Up Agreement Lock-Up Agreement December , 2000 Xxxxxx Xxxxxxxxxx Xxxxxx Corporation 180 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the underwriting agreement (the “Underwriting Agreement”) entered into by XxXxxx Mining Inc., a Colorado corporation (the “Company”), and you with respect to the offering (the “Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement. The execution and delivery by the undersigned of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the underwriting agreement relating to the Offering, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the “Commissions”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such Cotransaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock disposed of as bona fide gifts, (b) transactions by the undersigned relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) entry into written trading plans for the sale or other disposition by the undersigned of Common Stock for purposes of complying with Rule 10b5-Issuer.1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other distributions pursuant to such newly established 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) sale of shares of Common Stock pursuant to 10b5-1 Plans existing as of the date of the Underwriting Agreement, (e) transfers by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a result of testate, intestate succession or bona fide estate planning, (f) transfers by the undersigned to a trust, partnership, limited liability company or other entity, the majority of the beneficial interests of which are held, directly or indirectly, by the undersigned, (g) distributions by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the undersigned and (h) the exercise of an option or warrant or the conversion of a security outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s stock option and stock purchase plans; provided that in the case of any such permitted transfer or distribution pursuant to clause (a), (e), (f) or (g), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement. The undersigned further agrees that during the Lock-Up Period, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation, make any demand for, or exercise any right with respect to, the registration (or equivalent) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities; provided that, the foregoing shall not apply to the Lock-up Exceptions, as such term is defined in the Underwriting Agreement. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement. This Lock-Up Agreement constitutes the entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to contracts made and performed within the Province of Ontario. * * * If (a) the Company notifies you in writing that it does not intend to proceed with the Offering, or (b) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. EXHIBIT C Subsidiaries 10393444 Canada Inc. Lexam VG Gold Inc. Pangea Resources Inc. Compania Minera Pangea S.A. de C.V Nevada Pacific Gold (US) Inc. NPG US LLC Ticup LLC XxXxxx Mining Nevada Inc. Golden Pick LLC WKGUS LLC Gold Bar Enterprises LLC XxXxxx Mining Alberta ULC XxXxxx Mining Minera Andes Acquisition ULC Minera Andes Inc. International Copper ULC International Copper Mining Inc. Los Azules Mining Inc. San Xxxx Copper Inc. Andes Corporation Minera XX Xxxxxx Andes Mining Inc. Minera Andes Santa Xxxx Inc. Latin America Exploration Inc. Minera Andes XX Xxxxxx Santa Xxxx XX Xxxxxx Springs LLC Tonkin Springs Venture Limited Partnership Tonkin Springs Gold Mining Company U.S. Environmental Corporation

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Sachs & Co. (XXXXXXX, XXXXX & CO.) X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxx Seo Name: Xxxx Seo Title: Vice President For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Debt Securities 2.625% Global Notes due December 9, 2014 Underwriting Agreement: Dated December 6, 2011 Registration Statement No.: 333-159366 Representatives: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Joint Bookrunners: Xxxxxxx, Sachs & Co. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Co-Issuer or any Managers: BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mizuho Securities USA Inc. RBS Securities Inc. Xxxxx Fargo Securities, LLC Title of Securities: 2.625% Global Notes due December 9, 2014 Ranking: Senior unsecured obligations ranking equally with all other personsenior unsecured indebtedness of HP from time to time outstanding Principal Amount: $650,000,000 Interest Rate: 2.625% per annum. Each Purchase Price: 99.746% Offering Price: 99.946% Interest Payment Dates: Semiannually; June 9 and December 9 of the Co-Issuers waiveseach year, commencing June 9, 2012 (subject to the fullest extent permitted by lawfollowing business day convention). Method of Calculation: 30/360 Subordination Provisions: None Optional Redemption: The Company will have the right to redeem the 2.625% Global Notes, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of whole or in right part on at least 30 days’ but no more than 60 days’ prior written notice mailed to the registered holders of such Co-Issuer.the

Arm’s Length Transaction. Each of the Co-Issuers The Issuer acknowledges and agrees that (i) Sandler X’Xxxxx is Chalkhill Partners LLP and any affiliates are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer and the Co-Issuer or the Co-Issuer or any other person, (ii) Sandler X’Xxxxx is Chalkhill Partners LLP and any affiliates are not advising the Issuer and the Co-Issuer, the Co-Issuer Issuers or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer Issuers shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the European Co-Placement Agent shall have no responsibility or liability to the Issuer and the Co-Issuer or the Co-Issuer with respect thereto, and (iv) any review by the European Co-Placement Agent of the Issuer and the Co-Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the European Co-Placement Agent and shall not be on behalf of the Issuer and the Co-Issuer, the Co-Issuer or any other person. Each of the Co-Issuers The Issuer waives, to the fullest extent permitted by law, any and all claims it may have against the European Co-Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the European Co-Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx neither the Representatives nor any other Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, HECLA MINING COMPANY By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxxxx Xxxx Xxxxxxxx Authorized Signatory SCOTIA CAPITAL (USA) INC. By: /s/ A. Xxxxxx Xxxx A. XXXXXX XXXX Authorized Signatory For themselves and the other several Underwriters named in Schedule I. SCHEDULE I UNDERWRITERS NUMBER OF UNDERWRITTEN SECURITIES TO BE PURCHASED Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 12,400,000 Scotia Capital (USA) Inc. 7,750,000 BMO Capital Markets Corp. 5,425,000 RBC Capital Markets Corporation 5,425,000 Total 31,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE A first Issuer Free Writing Prospectus, dated September 3, 2008 A second Issuer Free Writing Prospectus, dated September 3, 2008 SCHEDULE III NUMBER AND PRICE OF SECURITIES Price per share to the public: $5.00 Offering Size: 31,000,000 shares Over-allotment Option: 4,000,000 shares, if the Underwriters exercise their option to purchase additional shares in full Closing Date: September 12, 2008 EXHIBIT A [FORM OF LOCK-UP AGREEMENT] HECLA MINING COMPANY PUBLIC OFFERING OF COMMON STOCK September , 2008 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Center New York, New York 10080 Scotia Capital (USA) Inc. One Liberty Plaza 000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of the several Underwriters Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Hecla Mining Company, a Delaware corporation (the “Company”), and you as Representatives of a group of Underwriters named therein, relating to an underwritten public offering of shares of common stock, par value $0.25 per share, of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the Co-Issuer undersigned will not, without the prior written consent of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Scotia Capital (USA) Inc., offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any other person. Each affiliate of the Coundersigned not including the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period beginning on the date hereof and continuing for 90 days after the date of the Underwriting Agreement (the “Lock-Issuers waivesUp Period”), other than (i) capital stock disposed of as bona fide gifts approved by Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Scotia Capital (USA) Inc.; provided that the donee agrees in writing to be bound by the terms of this letter, (ii) capital stock that (when aggregated with all other shares of capital stock disposed of by executive officers and directors of the Company during such period) does not exceed 75,000 shares of capital stock, (iii) capital stock contributed by the Company to its 401(k), retirement, and employee benefit plans in the ordinary course of business and reallocation of funds within such accounts by the participants in or trustees or administrators of such plans, and (iv) capital stock disposed of under the Rule 10b5-1 trading plans or programs in existence of the date hereof. If for any reason the Underwriting Agreement shall be terminated prior to the fullest extent permitted Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [SIGNATURE] [NAME AND ADDRESS] Exhibit B SIGNIFICANT SUBSIDIARIES Hecla Limited Hecla Alaska LLC Xxxxx Trading, Inc. Hecla Admiralty Company Exhibit C SELLING RESTRICTIONS The selling restrictions are stated under the caption “Underwriting” in the Final Prospectus. Exhibit D FORM OF OPINION OF XXXX, XXXX & XXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) September 12, 2008 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4 World Financial Center New York, New York 10080 Scotia Capital (USA) Inc. One Liberty Plaza 000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 as representatives of the several Underwriters Re: 31,000,000 shares of common stock, par value $0.25 per share (the “Common Stock”) of Hecla Mining Company Ladies and Gentlemen: We have acted as special counsel to Hecla Mining Company, a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-3ASR (No. 333-145919) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), including the information deemed to be a part of any such registration statement at the time of effectiveness pursuant to Rule 430A under the 1933 Act (the “Registration Statement”), and the prospectus dated September 7, 2007, together with the preliminary prospectus supplement dated September 2, 2008 (together with the Issuer Free Writing Prospectuses identified on Schedule II of the Underwriting Agreement and the pricing press release filed on Form 8-K on [date], the “Disclosure Package”) and the final prospectus supplement dated September 8, 2008 forming part of the Registration Statement (together with the Disclosure Package, the “Prospectus”), covering (i) the sale by lawthe Company of shares of common stock, any par value $0.25 per share (the “Common Stock”), of the Company and all claims it may have against the Placement Agent for breach purchase by each of fiduciary duty or alleged breach the Underwriters named in Schedule I to the Underwriting Agreement (as defined below) (collectively, the “Underwriters”) of fiduciary duty the respective numbers of shares of Common Stock set forth in Schedule I to the Underwriting Agreement and agrees that (ii) the Placement Agent grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) of the Underwriting Agreement to purchase up to 4,000,000 additional shares of Common Stock to cover over-allotments, if any, pursuant to the Underwriting Agreement dated September 8, 2008 (the “Underwriting Agreement”) among the Company and you, as representatives of the Underwriters. This opinion is furnished to you pursuant to Section 6(b) of the Underwriting Agreement. Capitalized terms, unless otherwise defined herein, shall have no liability the meanings ascribed to such terms in the Underwriting Agreement. In this connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of: (whether direct or indirect1) to either the Underwriting Agreement; (2) the Registration Statement; (3) the Prospectus; (4) the Company Agreements (as defined below); (5) resolutions adopted by the Board of Directors of the CoCompany and the Executive Committee of the Board of Directors of the Company; (6) a specimen certificate evidencing the Securities; (7) the Certificate of Incorporation and By-Issuers laws of the Company; (8) a certificate of the Secretary of the State of Delaware as to the existence of the Company; and (9) such corporate and other records, certificates, documents and other papers as we deemed it necessary to examine for the purpose of this opinion. Based on the foregoing, in respect reliance upon the assumptions set forth herein and subject to the qualifications herein contained, we are of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.the opinion that:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: Sxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC MXXXXXX LXXXX INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. BXXXXXXX VAN, LLC SXXXX BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ Exxxx Xxxxxx Name: Exxxx Xxxxxx Title: Authorised Signatory By: CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: HSBC BANK PLC By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: MXXXXXX LXXXX INTERNATIONAL By: /s/ Axxxx X Xxxxxxxx Name: Axxxx X Xxxxxxxx Title: Managing Director By: MIZUHO INTERNATIONAL PLC By: /s/ SXXXXX XXXXX Name: SXXXXX XXXXX Title: Executive Director By: SMBC NIKKO CAPITAL MARKETS LIMITED By: /s/ Sxxxx Xxxxx Name: Sxxxx Xxxxx Title: Managing Director By: ING BANK N.V., BELGIAN BRANCH By: /s/ Kxxx Xxxxx Name: Kxxx Xxxxx Title: Global Head of Debt Syndicate By: /s/ Wxxxxxx Xx Xxxxxx Name: Wxxxxxx Xx Xxxxxx Title: Head Legal Capital Markets By: RBC EUROPE LIMITED By: /s/ Ixxx Xxxxxx Name: Ixxx Xxxxxx Title: Duly Authorised Signatory By: U.S. BANCORP INVESTMENTS, INC. By: /s/ Sxxxxxx Xxxxxxxxxx Name: Sxxxxxx Xxxxxxxxxx Title: Managing Director By: BXXXXXXX VAN, LLC By: /s/ Exxx Xxxxxxxxx Name: Exxx Xxxxxxxxx Title: CEO & President By: SXXXX BROTHERS & CO By: /s/ Kit Txxxxx Name: Kit Txxxxx Title: Senior Managing Director SCHEDULE I Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary Wxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx Tel: +00 (0) 00 0000 0000 Attn: Debt Syndicate Email: LxxxXxxxxxxXxxxXxxxxxx@xxxxxxxxxxxx.xxx Citigroup Global Markets Limited Citigroup Centre Canada Square Cxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx Fax No.: +00 00 0000 0000 Attention: Syndicate Desk HSBC Bank plc 8 Xxxxxx Xxxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx Tel: +00 00 0000 0000 Fax: +00 00 0000 0000 Email: txxxxxxxxxx.xxxxxxxxxx@xxxxxx.xxx Mxxxxxx Lxxxx International 2 Xxxx Xxxxxx Xxxxxx London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 30 Xxx Xxxxxx Xxxxxx, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited Oxx Xxx Xxxxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Telephone: +00 00 0000 0000 Email address: LXXX@xxxxxxxxx-xx.xxx Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Wxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Issuer, Disclosure Package and the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other person. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-IssuerFinal Prospectus.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Rxxxxx Xxx Xxxx Name: Rxxxxx Xxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. UBS SECURITIES LLC. By: DEUTSCHE BANK SECURITIES INC. By: /s/Jxxxx Xxxxxxxx Name: Jxxxx Xxxxxxxx Title: Managing Director By: /s/ Exxxxx Xxxx Name: Exxxxx Xxxx Title: Director SCHEDULE I Underwriting Agreement dated July 25, 2012 Registration No. 333-168333 Representatives: BNP Paribas Securities Corp. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: 1.875% Notes due 2022 Principal amount: $1,000,000,000 Purchase price: 97.998% of the principal amount of Notes plus accrued interest from July 30, 2012 Offering price: 98.398% of the principal amount of Notes plus accrued interest from July 30, 2012 Interest: Payable on February 1 and August 1, commencing on February 1, 2013. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. Closing Date, Time and Location: July 30, 2012, 10:00 A.M., at the offices of Cravath, Swaine & Mxxxx LLP, Worldwide Plaza, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Coenclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-Issuer or any PACKARD COMPANY By: /s/ Xxxx XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. DEUTSCHE BANK SECURITIES INC. By: /s/ Marc Fratepietro Name: Marc Fratepietro Title: Managing Director By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director RBS SECURITIES INC. By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director For themselves and the other person. Each of the Co-Issuers waivesseveral Underwriters, if any, named in Schedule II to the fullest extent permitted by lawforegoing Agreement. SCHEDULE I Debt Securities Floating Rate Global Notes due May 24, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co2013 Underwriting Agreement: Dated May 25, 2011 Registration Statement No.: 333-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.159366 Representatives: Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) any review by the Placement Agent of Company has consulted its own legal and financial advisors to the Issuerextent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Co-Issuer or any transactions contemplated by this Agreement of them, has rendered advisory services of any nature or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuerrespect, the Co-Issuer or any other person. Each of the Co-Issuers waives, owes a fiduciary or similar duty to the fullest extent permitted by lawCompany, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Sxxxx X. Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BNP PARIBAS SECURITIES CORP. J.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC SANTANDER INVESTMENT SECURITIES INC. WXXXX FARGO SECURITIES, LLC By: BNP PARIBAS SECURITIES CORP. By: /s/ B. Xxxxxxxx Axxxxxxx Name: B. Xxxxxxxx Axxxxxxx Title: Managing Director By: J.X. XXXXXX SECURITIES LLC By: /s/ Som Bxxxxxxxxxxxx Name: Som Bxxxxxxxxxxxx Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ Sxxxx Xxxxxxxx Name: Sxxxx Xxxxxxxx Title: Authorized Signatory By: SANTANDER INVESTMENT SECURITIES INC. By: /s/ Vxxxxx Xxxxxx Name: Vxxxxx Xxxxxx Title: Vice President By: /s/ Dxxxxx Xxxxxxxx Name: Dxxxxx Xxxxxxxx Title: Executive Director By: WXXXX FARGO SECURITIES, LLC By: /s/ Cxxxxxx Xxxxxx Name: Cxxxxxx Xxxxxx Title: Managing Director SCHEDULE I Underwriting Agreement dated July 20, 2022 Registration No. 333-262911 Representatives: BNP Paribas Securities Corp. 700 0xx Xxxxxx, Xxxxx 0 New York, New York 10019 Attention: Debt Syndicate Email: DX.XX.Xxxxxxxxx.Xxxxxxx@xx.xxxxxxxxxx.xxx J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Attention: Investment Grade Syndicate Desk Fax: (000) 000-0000 RBC Capital Markets, LLC 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 Fax: (000) 000-0000 Email: rxxxxxxxxxxxxxxxxxxxxxxxxx@xxxxx.xxx Attention: Syndicate Operations Santander Investment Securities Inc. 40 Xxxx 00xx Xxxxxx, 5th Floor New York, New York 10022 Fax: 200-000-0000 Email: DXXXxxxxxxx@xxxxxxxxx.xx Attention: Debt Capital Markets Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Attention: Transaction Management Email: txxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Title, Purchase Price and Description of fiduciary duty or alleged breach of fiduciary duty and agrees that Securities: Title: 4.000% Notes due 2025 (the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.“2025 Notes”)

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, IBM CREDIT LLC By: Name: [ ] Title: [ ] IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. [ ] [ ] By: [ ] By: Name: Title: By: [ ] By: Name: Title: SCHEDULE I Underwriting Agreement dated [ ], 20[ ] Registration No. 333-[ ] Representatives: [ ] Attention: [ ] Attention: Title, Purchase Price and Description of Securities: Title: [ ]% Notes due 20[ ] Principal amount: $[ ] Purchase price: [ ]% of the principal amount of the Securities plus accrued interest from and including [ ], 20[ ] Offering price: [ ]% of the principal amount of the Securities plus accrued interest from and including [ ], 20[ ] Interest: Payable on [ ] of each year, commencing on [ ], 20[ ] Sinking fund provisions: None. [Redemption provisions: [ ]] Closing Date, Time and Location: [ ], 20[ ], [ ] [a.m. / p.m.], at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Items specified pursuant to Section 5(f)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(f): [ ] Statements covered by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other person. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Section 7(b): [ ]

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx Echelon is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx Echelon is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Echelon shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Echelon of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Echelon and shall not be on behalf of the Issuer, the Co-Issuer or any other personCompany. Each The Company further acknowledges and agrees that Echelon and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Co-Issuers Company and Echelon and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent Echelon or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Securities in the Offering and agrees that the Placement Agent Echelon or their affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Co-Issuers it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of such Co-Issuer.it or the Company, employees or creditors of Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and Echelon with respect to the subject matter hereof. [Signature page follows] If the foregoing is in accordance with the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and the Company’s acceptance shall represent a binding agreement between the Company and Echelon. Very truly yours, INTELGENX TECHNOLOGIES CORP. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. ECHELON WEALTH PARTNERS INC. By: Name: Title: EXHIBIT A Selling Restrictions

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. XXXXXXX, SACHS & CO. RBC CAPITAL MARKETS, LLC SANTANDER INVESTMENT SECURITIES INC. U.S. BANCORP INVESTMENTS, INC. XXXXXXX, XXXXX & CO. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory SANTANDER INVESTMENT SECURITIES INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director SCHEDULE I Underwriting Agreement dated November 4, 2015 Registration No. 333-190160 Representatives: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Registration Department RBC Capital Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx, 8th Floor New York, NY 10281 Fax: (000) 000-0000 Attention: Transaction Management – Xxxxx Xxxxxxxx Santander Investment Securities Inc. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Debt Capital Markets Fax: 000-000-0000 U.S. Bancorp Investments, Inc. 000 X. Xxxxx St., 26th Floor Charlotte, NC 28202 Attention: Credit Fixed Income Fax: 000-000-0000 Title, Purchase Price and Description of Securities: Title: 2.875% Notes due 2022 Principal amount: $900,000,000 Purchase price: 99.285% of the principal amount of Notes plus accrued interest from November 9, 2015 Offering price: 99.585% of the principal amount of Notes plus accrued interest from November 9, 2015 Interest: Payable on May 9 and November 9 of each year, commencing May 9, 2016 Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. Closing Date, Time and Location: November 9, 2015, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Xxxxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. XXXXXXX, XXXXX & CO. By: /s/ Xxxxxxx, Sachs & Co. (XXXXXXX, XXXXX & CO.) X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Vice President For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Debt Securities 2.625% Global Notes due December 9, 2014 Underwriting Agreement: Dated December 6, 2011 Registration Statement No.: 333-159366 Representatives: Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Joint Bookrunners: Xxxxxxx, Sachs & Co. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Co-Issuer or any Managers: BNP Paribas Securities Corp. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Mizuho Securities USA Inc. RBS Securities Inc. Xxxxx Fargo Securities, LLC Title of Securities: 2.625% Global Notes due December 9, 2014 Ranking: Senior unsecured obligations ranking equally with all other personsenior unsecured indebtedness of HP from time to time outstanding Principal Amount: $650,000,000 Interest Rate: 2.625% per annum. Each Purchase Price: 99.746% Offering Price: 99.946% Interest Payment Dates: Semiannually; June 9 and December 9 of the Co-Issuers waiveseach year, commencing June 9, 2012 (subject to the fullest extent permitted by lawfollowing business day convention). Method of Calculation: 30/360 Subordination Provisions: None Optional Redemption: The Company will have the right to redeem the 2.625% Global Notes, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of whole or in right part on at least 30 days’ but no more than 60 days’ prior written notice mailed to the registered holders of such Co-Issuer.the

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Coenclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-Issuer or any PACKARD COMPANY By: /s/ Xxxx X. XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BNP PARIBAS SECURITIES CORP. By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director Head of Debt Capital Markets CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director HSBC SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director For themselves and the other person. Each of the Co-Issuers waivesseveralUnderwriters, if any, named in Schedule II to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.foregoing Agreement. SCHEDULE I Debt Securities

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx neither the Representative nor any other Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, ROYAL GOLD, INC. By: /s/ Txxx Xxxxxx Name: Txxx Xxxxxx Title: President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Gxxxxxx Xxxxxxxx Authorized Signatory For itself and the other several Underwriters named in Schedule I to the foregoing Agreement. NUMBER OF UNDERWRITTEN SECURITIES TO BE UNDERWRITERS PURCHASED Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 850,000 HSBC Securities (USA) Inc. 150,000 Total 1,000,000 SI-1 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Issuer Free Writing Prospectus, dated November 5 2007. SII-1 EXHIBIT A [FORM OF LOCK-UP AGREEMENT] ROYAL GOLD, INC. PUBLIC OFFERING OF 7.25% MANDATORY CONVERTIBLE PREFERRED STOCK November 5, 2007 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 4 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the several Underwriters Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Royal Gold, Inc., a Delaware corporation (the “Company”), and you as Representative of a group of Underwriters named therein, relating to an underwritten public offering of 1,000,000 shares of 7.25% mandatory convertible preferred stock, par value $0.01 per share, of the Company convertible into common stock, par value $0.01 per share, of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the Co-Issuer undersigned will not, without the prior written consent of Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any other person. Each affiliate of the Coundersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period beginning on the date hereof and continuing for 60 days after the date of the Underwriting Agreement (the “Lock-Issuers waivesUp Period”), other than (i) capital stock disposed of as bona fide gifts approved by Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated; provided that the donee agrees in writing to be bound by the terms of this letter, (ii) capital stock that, when aggregated with all other shares of capital stock disposed of by executive officers and directors of the Company during such period (not including sales falling under (iii)), does not exceed 75,000 shares of capital stock, and (iii) capital stock in an aggregate amount of up to 14,500 shares per month that two of the Company’s directors, Mxxxxxx Xxxxxx and Sxxxxxx Xxxxxxx, are permitted to sell under a written plan outstanding on the date hereof for trading securities adopted pursuant to Rule 10b5-1 under the Exchange Act. If for any reason the Underwriting Agreement shall be terminated prior to the fullest extent permitted by lawClosing Date (as defined in the Underwriting Agreement), any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent agreement set forth above shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.likewise be terminated. Yours very truly, [NAME AND ADDRESS]

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) any review by the Placement Agent of Company has consulted its own legal and financial advisors to the Issuerextent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Co-Issuer or any transactions contemplated by this Agreement of them, has rendered advisory services of any nature or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuerrespect, the Co-Issuer or any other person. Each of the Co-Issuers waives, owes a fiduciary or similar duty to the fullest extent permitted by lawCompany, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Rxxxxx Xxx Xxxx Name: Rxxxxx Xxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. HSBC SECURITIES (USA) INC. J.X. XXXXXX SECURITIES LLC RBS SECURITIES INC. By: HSBC SECURITIES (USA) INC By: /s/ Exxx X. Xxxx Name: Exxx X. Xxxx Title: Vice President SCHEDULE I Underwriting Agreement dated May 8, 2012 Registration No. 333-168333 Representatives: Barclays Capital Inc. HSBC Securities (USA) Inc. J.X. Xxxxxx Securities LLC RBS Securities Inc. Title, Purchase Price and Description of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Securities:

Arm’s Length Transaction. Each of the Co-Issuers The Corporation acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Corporation with respect to the placement Offering contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Corporation or any other person. Additionally, (ii) Sandler X’Xxxxx is not no Underwriters are advising the Issuer, the Co-Issuer Corporation or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Corporation shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Corporation with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCorporation, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the Issuer, Corporation. The Corporation further acknowledges and agrees that it is aware that the Co-Issuer or any other person. Each Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Co-Issuers Corporation and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Corporation by virtue of any fiduciary, advisory or agency relationship or otherwise. The Corporation hereby waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Securities under this Agreement and agrees that the Placement Agent Underwriters or their affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Co-Issuers it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of such Co-Issuer.it or the Corporation, employees or creditors of Corporation, other than in respect of the Underwriters’ obligations under this Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Corporation and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with the Corporation’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and the Corporation’s acceptance shall represent a binding agreement between the Corporation and the several Underwriters. Very truly yours, AUGUSTA GOLD CORP. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. EIGHT CAPITAL By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Principal, Managing Director NATIONAL BANK FINANCIAL By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director & Head TD SECURITIES INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director [Signature page to Augusta Gold Corp. Underwriting Agreement] SCHEDULE I Underwriters Number of Units to be Purchased Eight Capital 4,093,568 National Bank Financial 877,193 TD Securities Inc. 877,193 Total 5,847,954 EXHIBIT A

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC BNP PARIBAS HSBC BANK PLC RBC EUROPE LIMITED ING BANK N.V., BELGIAN BRANCH SOCIÉTÉ GÉNÉRALE XXXXX FARGO SECURITIES, LLC By: BARCLAYS BANK PLC By: /s/ X. Xxxx Xxxxxxxxx III Name: X. Xxxx Xxxxxxxxx III Title: Managing Director By: BNP PARIBAS By: /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Duly Authorised Signatory By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorised Signatory By: HSBC BANK PLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Managing Director By: RBC EUROPE LIMITED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Duly Authorised Signatory By: ING BANK N.V., BELGIAN BRANCH By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director Head High Grade Syndicate By: /s/ Xxxx Xxxxx By: SOCIÉTÉ GÉNÉRALE By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director SCHEDULE I Underwriting Agreement dated February 4, 2020 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Tel: +00 (0) 00 0000 0000 Attention: Debt Syndicate BNP Paribas 00 Xxxxxxxx Xxxxxx London NW1 6AA United Kingdom Telephone: +00 (0) 00 0000 0000 Fax: +00 (0) 00 0000 0000 Attention: Fixed Income Syndicate HSBC Bank plc 0 Xxxxxx Xxxxxx London E14 5HQ, United Kingdom Telephone: +00 (0) 00 0000 0000 Fax: +00 (0) 00 0000 0000 Transaction Management Group: xxxxxxxxxxx.xxxxxxxxxx@xxxxxx.xxx RBC Europe Limited Riverbank House 0 Xxxx Xxxx London EC4R 3BF Attention: New Issues Syndicate Desk Title, Purchase Price and Description of Securities: Title: 0.300% Notes due 2028 (the “2028 Notes”) 0.650% Notes due 2032 (the “2032 Notes”) 1.200% Notes due 2040 (the “2040 Notes”) Principal amount: 2028 Notes: €1,300,000,000 2032 Notes: €1,600,000,000 2040 Notes: €850,000,000 Purchase price: 2028 Notes: 99.580% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 2032 Notes: 99.265% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 2040 Notes: 99.100% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 Offering price: 2028 Notes: 99.905% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 2032 Notes: 99.690% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 2040 Notes: 99.700% of the principal amount of the Securities plus accrued interest from and including February 11, 2020 Interest: 2028 Notes Payable on February 11 of each year, commencing on February 11, 2021 2032 Notes Payable on February 11 of each year, commencing on February 11, 2021 2040 Notes Payable on February 11 of each year, commencing on February 11, 2021 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 11, 2020, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review by of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Placement Agent Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Rxxxxx Xxx Xxxx Name: Rxxxxx Xxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA INC. RBC CAPITAL MARKETS, LLC By: HSBC SECURITIES (USA) INC. By: /s/ Dxxxx X. Xxxxx Name: Dxxxx X. Xxxxx Title: Senior Vice President SCHEDULE I Underwriting Agreement dated February 5, 2013 Registration No. 333-168333 Representatives: Barclays Capital Inc. HSBC Securities (USA) Inc. Mizuho Securities USA Inc. RBC Capital Markets, LLC Title, Purchase Price and Description of Securities: Title: 1.250% Notes due 2018 Floating Rate Notes due 2015 Principal amount: 2018 Notes - $1,000,000,000 Floating Rate Notes - $1,000,000,000 Purchase price: 2018 Notes - 99.292% of the Issuerprincipal amount of 2018 Notes plus accrued interest from February 8, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit 2013 Floating Rate Notes - 99.900% of the Placement Agent and shall not be on behalf principal amount of Floating Rate Notes plus accrued interest from February 8, 2013 Offering price: 2018 Notes - 99.542% of the Issuerprincipal amount of 2018 Notes plus accrued interest from February 8, the Co-Issuer or any other person. Each 2013 Floating Rate Notes - 100.000% of the Co-Issuers waivesprincipal amount of Floating Rate Notes plus accrued interest from February 8, to the fullest extent permitted by law2013 Interest: 2018 Notes Payable on February 8 and August 8 of each year, any commencing on August 8, 2013 Floating Rate Notes - Payable on February 4, May 4, August 4 and all claims it may have against the Placement Agent for breach November 4 of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuereach year, commencing May 4, 2013. Sinking fund provisions: None.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement Offering (including in connection with determining the terms of the Notes pursuant to this Agreement Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx is not no Underwriters are advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the Issuer, Company. The Company further acknowledges and agrees that it is aware that the Co-Issuer or any other person. Each Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Co-Issuers Company and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Placement Agent Underwriters or their affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Co-Issuers it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, employees or creditors of Company, other than in respect of the Underwriters’ obligations under this Agreement. In the course of its business, the Underwriters and their affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such Coactivities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company, other participants in the Offering. In addition, at any given time the Underwriters and/or any of their affiliates may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the Offering. Consistent with applicable legal and regulatory requirements, the Underwriters have adopted policies and procedures to establish and maintain the independence of the Underwriters’ research departments and personnel. As a result, the Underwriters’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company, the Offering and other participants in the Offering that differ from the views of the Underwriters’ investment banking personnel. The Underwriters may, at their option and expense, include the Company’s name and logo and a description of the Underwriters’ role in connection with the Offering in such newspapers, periodicals, annual reports and other public marketing materials as it may choose. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and the Company’s acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, MXXXXX MINING INC. By: /s/ Rxxxxx X. XxXxxx Name: Rxxxxx X. XxXxxx Title: Chairman of the Board and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CANTOR FXXXXXXXXX CANADA CORPORATION By: /s/ Cxxxxxxxxxx Xxxxx Name: Cxxxxxxxxxx Xxxxx Title: President and Chief Financial Officer SCHEDULE I Underwriters Percentage of Shares to be Purchased Cantor Fxxxxxxxxx Canada Corporation 75 % RXXX Capital Partners 15 % Red Cloud Securities Inc. 5 % Maison Placements Canada Inc. 5 % EXHIBIT B Form of Lock-Issuer.Up Agreement Lock-Up Agreement September ____, 2020 Cantor Fxxxxxxxxx Canada Corporation 100 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the underwriting agreement (the “Underwriting Agreement”) entered into by MxXxxx Mining Inc., a Colorado corporation (the “Company”), and you with respect to the offering (the “Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement. The execution and delivery by the undersigned of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, September 23, 2020, the undersigned will not, without the prior written consent of Cantor Fxxxxxxxxx Canada Corporation (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the “Commissions”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock disposed of as bona fide gifts, (b) transactions by the undersigned relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) entry into written trading plans for the sale or other disposition by the undersigned of Common Stock for purposes of complying with Rule 10b5-1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other distributions pursuant to such newly established 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) sale of shares of Common Stock pursuant to 10b5-1 Plans existing as of the date of the Underwriting Agreement, (e) transfers by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a result of testate, intestate succession or bona fide estate planning, (f) transfers by the undersigned to a trust, partnership, limited liability company or other entity, the majority of the beneficial interests of which are held, directly or indirectly, by the undersigned, (g) distributions by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the undersigned and (h) the exercise of an option or warrant or the conversion of a security outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s stock option and stock purchase plans; provided that in the case of any such permitted transfer or distribution pursuant to clause (a), (e), (f) or (g), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement. The undersigned further agrees that during the Lock-Up Period, the undersigned will not, without the prior written consent of Cantor Fxxxxxxxxx Canada Corporation, make any demand for, or exercise any right with respect to, the registration (or equivalent) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement. This Lock-Up Agreement constitutes the entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to contracts made and performed within the Province of Ontario. * * * If (a) the Company notifies you in writing that it does not intend to proceed with the Offering, or (b) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. EXHIBIT C Subsidiaries 10393444 Canada Inc. Lexam VG Gold Inc. Pangea Resources Inc. Compania Minera Pangea S.A. de C.V Nevada Pacific Gold (US) Inc. NPG US LLC Ticup LLC MxXxxx Mining Nevada Inc. Golden Pick LLC WKGUS LLC Gold Bar Enterprises LLC MxXxxx Mining Alberta ULC MxXxxx Mining Minera Andes Acquisition ULC Minera Andes Inc. International Copper ULC International Copper Mining Inc. Los Azules Mining Inc. San Jxxx Copper Inc. Andes Corporation Minera SX Xxxxxx Andes Mining Inc. Minera Andes Santa Cxxx Inc. Latin America Exploration Inc. Minera Andes SX Xxxxxx Santa Cxxx SX Xxxxxx Springs LLC Tonkin Springs Venture Limited Partnership Tonkin Springs Gold Mining Company U.S. Environmental Corporation

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Co-Issuer or any enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HP INC. By: The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. [ ] By: Name: Title: [ ] By: Name: Title: For themselves and the other person. Each of the Co-Issuers waivesseveral Underwriters, if any, named in Schedule II to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach foregoing Agreement. SCHEDULE I Representatives SCHEDULE II [ ]% Global Notes due [ ] Underwriter Amount to be Purchased [ ] $ [ ] [ ] $ [ ] [ ] $ [ ] [ ] $ [ ] TOTAL $ [ ] SCHEDULE III Schedule of fiduciary duty or alleged breach Free Writing Prospectuses included in Disclosure Package SCHEDULE IV Form of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Final Term Sheets SCHEDULE V Offering Restrictions

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC DEUTSCHE BANK AG, LONDON BRANCH XXXXXXX XXXXX & CO. LLC SOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG COMMERZBANK AG ING BANK N.V. BELGIAN BRANCH STANDARD CHARTERED BANK By: BARCLAYS BANK PLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director By: XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By: SOCIÉTÉ GÉNÉRALE By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: UNICREDIT BANK AG By: /s/ Xxxxxxxx Xxxxx/Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxxx/Xxxxxxxx Xxxx Title: Authorized Representative By: COMMERZBANK AG By: /s/ Xxxxxxxxx-Xxxxxxx/Xxxxxxx Name: Xxxxxxxxx-Xxxxxxx/Xxxxxxx Title: Syndikus/Syndikus By: ING BANK N.V. BELGIAN BRANCH By: /s/ Xxxx Xxxxx/Xxxxxxx Xxxxxxx Name: Xxxx Xxxxx/Xxxxxxx Xxxxxxx Title: Global Head of Debt Syndicate/Managing Director By: STANDARD CHARTERED BANK By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Head of Debt Capital Markets, Europe SCHEDULE I Underwriting Agreement dated May 16, 2017 Registration No. 333-212685 Representatives: Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Fax: +00(0)00 0000-0000 Attention: Debt Syndicate Deutsche Bank AG, London Branch Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax: +00 (000) 000 0000 Attn: Syndicate Desk Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, NY 10282-2198 Attention: Registration Department Société Générale 00 Xxxxxxx Xxxxxx London E1 6EG United Kingdom Tel: +0000 0000 0000 Fax: +4420 0000 0000 Attention: Syndicate Desk GLFI/SYN/CAP/BOND UniCredit Bank AG Xxxxxxxxxxxxxxx 00 81925 Munich, Germany Attention: DCM Legal Title, Purchase Price and Description of Securities: Title: 0.950% Notes due 2025 1.500% Notes due 2029 Principal amount: 2025 Notes: €1,000,000,000 2029 Notes: €1,000,000,000 Purchase price: 2025 Notes: 99.506% of the principal amount of the Securities plus accrued interest from and including May 23, 2017 2029 Notes: 99.368% of the principal amount of the Securities plus accrued interest from and including May 23, 2017 Offering price: 2025 Notes: 99.831% of the principal amount of the Securities plus accrued interest from and including May 23, 2017 2029 Notes: 99.793% of the principal amount of the Securities plus accrued interest from and including May 23, 2017 Interest: 2025 Notes Payable on May 23 of each year, commencing on May 23, 2018 2029 Notes Payable on May 23 of each year, commencing on May 23, 2018 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: May 23, 2017, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers Issuer and the Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is acting solely in the capacity of an arm’s arm’s-length contractual counterparty to commercial transaction between the Issuer and the Co-Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer or the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Issuer or the Company with respect to the placement offering contemplated hereby or the process leading thereto (irrespective of the Notes pursuant to this Agreement and not as a financial advisor whether such Underwriter has advised or a fiduciary to, or agent of, is currently advising the Issuer or the Co-Issuer Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or the Co-Issuer with respect thereto, Company except the obligations expressly set forth in this Agreement and (iv) any review by it has consulted its own legal and financial advisors to the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personextent it deemed appropriate. Each of the Co-Issuers waivesIssuer and the Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the fullest extent permitted by lawIssuer or the Company, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty enclosed duplicate hereof, whereupon this letter and agrees that your acceptance shall represent a binding agreement among the Placement Agent shall have no liability (whether direct or indirect) to either Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Treasurer IBM INTERNATIONAL GROUP CAPITAL LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Member of the CoBoard of Managers and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Executive Director For themselves and the other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated October 17, 2007 Registration No. 000-Issuers in respect 000000-00 and 333-145104 Representatives: Bear, Xxxxxxx & Co. Inc., Deutsche Bank Securities Inc., Xxxxxx Brothers Inc. and Xxxxxx Xxxxxxx & Co. Incorporated Title, Purchase Price and Description of such a fiduciary duty claim or to any person asserting a fiduciary duty claim Securities: Title: 5.05% Notes due 2012 Principal amount: $1,500,000,000 Purchase price: 99.671% of the principal amount of Notes plus accrued interest from October 22, 2007 Offering price: 99.921% of the principal amount of Notes plus accrued interest from October 22, 2007 Maturity: October 22, 2012 Interest: Accruing from October 22, 2007, payable on behalf April 22 and October 22 of or in right of such Co-Issuereach year, commencing on April 22, 2008 Sinking fund provisions: None.

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx is not no Underwriters are advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, the Co-Issuer or any other personof them, with respect to the subject matter hereof. Each If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, US GOLD CORPORATION By: /s/ XXXXX X. ING Name: Xxxxx X. Ing Title: CFO The foregoing Agreement is hereby confirmed and accepted as of the Co-Issuers waivesdate first above written. XXXXXXX XXXX & COMPANY, LLC By: /s/ XXXXXX XXXXXXXX Authorized Signatory GMP SECURITIES L.P. By: /s/ XXXXXXX XXXX Authorized Signatory SCOTIA CAPITAL INC. By: /s/ XXXXXX XXXXX Authorized Signatory XXXXXX XXXXXXXX AND CO. By: /s/ XXXX XXXXX Authorized Signatory SCHEDULE I Underwriters Number of Underwritten Securities to the fullest extent permitted by lawbe Purchased Xxxxxxx Xxxx & Company 6,000,000 GMP Securities L.P. 6,000,000 Scotia Capital Inc. 1,500,000 Xxxxxx Xxxxxxxx and Co. 1,500,000 Total 15,000,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE None. SCHEDULE III PRICING INFORMATION Issue Price US$6.50 Aggregate Number of Shares (including Option Shares) 15,000,000 (17,250,000) Expected Closing Date February 24, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.2011 EXHIBIT A Selling Restrictions

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BNP PARIBAS SECURITIES CORP. XXXXXXX, XXXXX & CO. By: BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director SCHEDULE I Underwriting Agreement dated August 2, 2010 Registration No. 333-168333 Representatives: Barclays Capital Inc. BNP Paribas Securities Corp. Xxxxxxx, Xxxxx & Co. Title, Purchase Price and Description of Securities: Title: 1.000% Notes due 2013 Principal amount: $1,500,000,000 Purchase price: 99.441% of the principal amount of Notes plus accrued interest from August 5, 2010 Offering price: 99.591% of the principal amount of Notes plus accrued interest from August 5, 2010 Interest: Payable on February 5 and August 5 of each year, commencing on February 5, 2011. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. Closing Date, Time and Location: August 5, 2010, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement Offering (including in connection with determining the terms of the Notes pursuant to this Agreement Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx is not no Underwriters are advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the Issuer, Company. The Company further acknowledges and agrees that it is aware that the Co-Issuer or any other person. Each Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Co-Issuers Company and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Shares under this Agreement and agrees that the Placement Agent Underwriters or their affiliates shall not have no any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Co-Issuers it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, employees or creditors of Company, other than in respect of the Underwriters’ obligations under this Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. If the foregoing is in accordance with the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and the Company’s acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, XXXXXX MINING INC. By: /s/ “Xxxxxx Xxxxxxxx” Name: Xxxxxx Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CANTOR XXXXXXXXXX CANADA CORPORATION By: /s/ “Xxxxxxxxxxx Xxxxx” Name: Xxxxxxxxxxx Xxxxx Title: President & Chief Financial Officer [Signature page to XxXxxx Mining Inc. Underwriting Agreement] SCHEDULE I Underwriters Number of Shares to be Purchased Cantor Xxxxxxxxxx Canada Corporation 3,000,000 BMO Xxxxxxx Xxxxx Inc. 400,000 X.X. Xxxxxxxxxx & Co. LLC 400,000 GMP Securities L.P. 200,000 Total 4,000,000 EXHIBIT B Form of Lock-Up Agreement Lock-Up Agreement December [·], 2017 Cantor Xxxxxxxxxx Canada Corporation 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the underwriting agreement (the “Underwriting Agreement”) entered into by XxXxxx Mining Inc., a Colorado corporation (the “Company”), and you with respect to the offering (the “Offering”) of common stock, no par value per share, of the Company (the “Common Stock”). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement. The execution and delivery by the undersigned of this Lock-Up Agreement is a condition to the closing of the Offering. In consideration of the closing of the Offering and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the underwriting agreement relating to the Offering, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation (i) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (including, without limitation, by making any short sale, engage in any hedging, monetization or derivative transaction) or file (or participate in the filing of) a registration statement, prospectus or other Canadian securities offering document, with the U.S. Securities and Exchange Commission or any Canadian Regulator (the “Commissions”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commissions promulgated thereunder with respect to, any Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or any other securities of the Company that are substantially similar to Common Stock, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such Cotransaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock disposed of as bona fide gifts, (b) transactions by the undersigned relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Offering, (c) entry into written trading plans for the sale or other disposition by the undersigned of Common Stock for purposes of complying with Rule 10b5-Issuer.1 of the Exchange Act (“10b5-1 Plans”), provided that no sales or other distributions pursuant to such newly established 10b5-1 Plan may occur until the expiration of the Lock-Up Period, (d) sale of shares of Common Stock pursuant to 10b5-1 Plans existing as of the date of the Underwriting Agreement, (e) transfers by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock as a result of testate, intestate succession or bona fide estate planning, (f) transfers by the undersigned to a trust, partnership, limited liability company or other entity, the majority of the beneficial interests of which are held, directly or indirectly, by the undersigned, (g) distributions by the undersigned of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to limited partners or stockholders of the undersigned and (h) the exercise of an option or warrant or the conversion of a security outstanding on the date of this Lock-up Agreement by the undersigned pursuant to the Company’s stock option and stock purchase plans; provided that in the case of any such permitted transfer or distribution pursuant to clause (a), (e), (f) or (g), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this Lock-Up Agreement. The undersigned further agrees that during the Lock-Up Period, the undersigned will not, without the prior written consent of Cantor Xxxxxxxxxx Canada Corporation, make any demand for, or exercise any right with respect to, the registration (or equivalent) of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any such securities. The undersigned hereby confirms that the undersigned has not, directly or indirectly, taken, and hereby covenants that the undersigned will not, directly or indirectly, take, any action designed, or which has constituted or will constitute or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the shares of Common Stock. The undersigned hereby authorizes the Company and its transfer agent, during the Lock-Up Period, to decline the transfer of or to note stop transfer restrictions on the stock register and other records relating to shares of Common Stock or other securities subject to this Lock-Up Agreement. This Lock-Up Agreement constitutes the entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or understanding with respect to such subject matter. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to contracts made and performed within the Province of Ontario. * * * If (a) the Company notifies you in writing that it does not intend to proceed with the Offering, or (b) for any reason the Underwriting Agreement shall be terminated prior to the “time of purchase” (as defined in the Underwriting Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder. EXHIBIT C Subsidiaries 10393444 Canada Inc. Lexam VG Gold Inc. Pangea Resources Inc. Compania Minera Pangea S.A. de C.V Nevada Pacific Gold (US) Inc. NPG US LLC Ticup LLC XxXxxx Mining Nevada Inc. Golden Pick LLC WKGUS LLC XxXxxx Mining Alberta ULC XxXxxx Mining Minera Andes Acquisition Corp Minera Andes Inc. International Copper ULC International Copper Mining Inc. Los Azules Mining Inc. San Xxxx Copper Inc. Andes Corporation Minera SRL Minera Andes Mining Inc. Minera Andes Santa Xxxx Inc. Latin America Exploration Inc. Minera Andes XX Xxxxxx Santa Xxxx XX

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx is the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx neither the Representatives nor any other Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, the Co-Issuer or any other personof them, with respect to the subject matter hereof. Each If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Underwriters. Very truly yours, HECLA MINING COMPANY By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the Codate first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Authorized Signatory X.X. XXXXXX SECURITIES INC. By: Authorized Signatory For themselves and the other several Underwriters named in Schedule I. SCHEDULE I UNDERWRITERS NUMBER OF UNDERWRITTEN SECURITIES TO BE PURCHASED Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 875,000 X.X. Xxxxxx Securities Inc. 612,500 CIBC World Markets Corp. 52,500 BMO Capital Markets Corp. 52,500 Macquarie Securities (USA) Inc. 52,500 RBC Capital Markets Corporation 52,500 Scotia Capital (USA) Inc. 52,500 Total 1,750,000 SCHEDULE II SCHEDULE OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE Issuer Free Writing Prospectus, dated December 12, 2007 Filed pursuant to Rule 433(b) Registration Statement No.: 333- 145919 HECLA MINING COMPANY The following information supplements the Prospectus Supplement for the offering of 6.50% Mandatory Convertible Preferred Stock, dated December 12, 2007 (the “Prospectus Supplement”), filed pursuant to Rule 424(b)(2) under the Securities Act of 1933, Registration Statement No. 333-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer145919.

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Coenclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-Issuer or any PACKARD COMPANY By: The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. [ ] By: Name: Title: [ ] By: Name: Title: For themselves and the other person. Each of the Co-Issuers waivesseveral Underwriters, if any, named in Schedule II to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach foregoing Agreement. SCHEDULE I Debt Securities SCHEDULE II [ ]% Global Notes due [ ] Underwriter Amount to be Purchased [ ] $ [ ] [ ] $ [ ] [ ] $ [ ] [ ] $ [ ] TOTAL $ [ ] SCHEDULE III Schedule of fiduciary duty or alleged breach Free Writing Prospectuses included in Disclosure Package SCHEDULE IV Form of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Final Term Sheets SCHEDULE V Offering Restrictions

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxx Xxx Xxxx Name: Xxxxxx Xxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. X.X. XXXXXX SECURITIES LLC XXXXX FARGO SECURITIES, LLC By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director/CMTS North America By: /s/ Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: Managing Director SCHEDULE I Underwriting Agreement dated May 9, 2011 Registration No. 333-168333 Representatives: Citigroup Global Markets Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxx Fargo Securities, LLC Title, Purchase Price and Description of Securities: Title: 1.250% Notes due 2014 Principal amount: $1,000,000,000 Purchase price: 99.756% of the principal amount of Notes plus accrued interest from May 12, 2011 Offering price: 99.906% of the principal amount of Notes plus accrued interest from May 12, 2011 Interest: Payable on May 12 and November 12, commencing on November 12, 2011. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. Closing Date, Time and Location: May 12, 2011, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxx Xxxxxxxxx_____________ Name: Xxxxxx Xxxxxxxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BARCLAYS CAPITAL INC. XXXXXX BROTHERS INC. XXXXXX XXXXXXX & CO. INCORPORATED By: BARCLAYS CAPITAL INC. By: /s/ Pamela Kendall____________ Name: Xxxxxx Xxxxxxx Title: Director For themselves and the other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated March 19, 2007 Registration No. 333-37034 Representatives: Barclays Capital Inc. Xxxxxx Brothers Inc. Xxxxxx Xxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 4.95% Notes due 2011 Principal amount: $500,000,000 Purchase price: 99.689% of the principal amount of Notes plus accrued interest from March 22, 2007 Offering price: 99.889% of the principal amount of Notes plus accrued interest fromMarch 22, 2007 Interest: Payable on March 22 and September 22 of each year, commencing on September 22, 2007 Sinking fund provisions: None. Redemption provisions: The Notes are not redeemable by the Placement Agent Company prior to maturity. Closing Date, Time and Location: March 22, 2007, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Issuer, letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): As set forth in a schedule delivered on the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be date hereof on behalf of the Issuer, the Co-Issuer or any other person. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-IssuerUnderwriters.

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Executive Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Debt Securities Floating Rate Global Notes due September 13, 2012 Underwriting Agreement: Dated September 8, 2010 Registration Statement No.: 333-159366 Representatives: Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Co-Issuer or any Managers: Banc of America Securities LLC BNP Paribas Securities Corp. Xxxxxxx, Xxxxx & Co. HSBC Securities (USA) Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC Title of Securities: Floating Rate Global Notes due September 13, 2012 Ranking: Senior unsecured obligations ranking equally with all other personsenior unsecured indebtedness of HP from time to time outstanding Principal Amount: $800,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.125% per annum. Each Purchase Price: 99.850% Offering Price: 100% Interest Payment Dates: Quarterly; March 13, June 13, September 13, and December 13 of the Co-Issuers waiveseach year, commencing December 13, 2010 (subject to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuermodified following business day convention).

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. XxXxxxxx Xxxx X. XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Yurij Slyz Name: Yurij Slyz Title: Vice President RBS SECURITIES INC. By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Debt Securities Floating Rate Global Notes due May 27, 2011 Underwriting Agreement: Dated May 21, 2009 Registration Statement No.: 333-159366 Representatives: Banc of America Securities LLC 0 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 RBS Securities Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Co-Issuer or any Managers: Barclays Capital Inc. BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA) Inc. Wachovia Capital Markets, LLC Title of Securities: Floating Rate Global Notes due May 27, 2011 Ranking: Senior unsecured obligations ranking equally with all other personsenior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 1.05% per annum. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Purchase Price: 99.85%

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) any review by the Placement Agent of Company has consulted its own legal and financial advisors to the Issuerextent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, the Co-Issuer or any transactions contemplated by this Agreement of them, has rendered advisory services of any nature or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuerrespect, the Co-Issuer or any other person. Each of the Co-Issuers waives, owes a fiduciary or similar duty to the fullest extent permitted by lawCompany, any in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and all claims it may have against return to us the Placement Agent for breach enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxx Xxx Xxxx Name: Xxxxxx Xxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BNP PARIBAS SECURITIES CORP. XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED RBS SECURITIES INC. XXXXX FARGO SECURITIES, LLC By: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director SCHEDULE I Underwriting Agreement dated May 2, 2013 Registration No. 333-168333 Representatives: BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBS Securities Inc. Xxxxx Fargo Securities, LLC Title, Purchase Price and Description of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Securities: Title: 0.450% Notes due 2016

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ Xxxxxxx X. Xxxxx The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President HSBC SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President X.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President XXXXXX BROTHERS INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Debt Securities Floating Rate Global Notes due September 3, 2009 Underwriting Agreement: Dated February 25, 2008 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC 0 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 HSBC Securities (USA) Inc. HSBC Tower 3, 000 0xx Xxxxxx Xxx Xxxx, XX 00000 X.X. Xxxxxx Securities Inc. 000 Xxxx Xxx., 0xx Xxxxx Xxx Xxxx, XX 00000 Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Debt Capital Markets - Telecom, Media Technology Group Co-Issuer or any Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Inc. Xxxxxx Xxxxxxx & Co. Incorporated SG Americas Securities, LLC Title of Securities: Floating Rate Global Notes due September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other personsenior unsecured indebtedness of HP from time to time outstanding Principal Amount: $750,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.40% per annum. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Purchase Price: 99.90% Offering Price: 100.00%

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxx Xxx Xxxx Name: Xxxxxx Xxx Xxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. XXXXXXX XXXXX CANADA INC. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director RBC DOMINION SECURITIES INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director SCHEDULE I Underwriting Agreement dated February 3, 2012 Registration No. 333-168333 Representatives: Xxxxxxx Xxxxx Canada Inc. RBC Dominion Securities Inc. Title, Purchase Price and Description of Securities: Title: 2.20% Notes due 2017 Principal amount: C$500,000,000 Purchase price: 99.668% of the principal amount of Notes plus accrued interest from February 10, 2012 Offering price: 99.943% of the principal amount of Notes plus accrued interest from February 10, 2012 Interest: Payable on February 10 and August 10, commencing on August 10, 2012 Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. Closing Date, Time and Location: February 10, 2012, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. INCORPORATED By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Director By: /s/ Xxxx X. XxXxxx Name: Xxxx X. XxXxxx Title: Director SCHEDULE I Underwriting Agreement dated December 6, 2010 Registration No. 333-168333 Representatives: Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 2.000% Notes due 2016 Principal amount: $1,000,000,000 Purchase price: 99.428% of the principal amount of Notes plus accrued interest from December 9, 2010 Offering price: 99.678% of the principal amount of Notes plus accrued interest from December 9, 2010 Interest: Payable on January 5 and July 5 of each year, commencing on July 5, 2011. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable in whole or in part, at the option of the Company, as described in the Final Prospectus. Closing Date, Time and Location: December 9, 2010, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be on behalf of the Issuer, the Co-Issuer or any other personletter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the Coenclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-Issuer or any PACKARD COMPANY By: /s/Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Acting General Counsel, Vice The foregoing Agreement is hereby President and Assistant Secretary confirmed and accepted on the date specified in Schedule I hereto. CITIGROUP GLOBAL MARKETS INC. By: /s/ XXXXX XXXXXXXXX Name: Xxxxx Xxxxxxxxx Title: Director DEUTSCHE BANK SECURITIES INC. By: /s/ XXX XXXXXXXXXXX Name: Xxx Xxxxxxxxxxx Title: Managing Director By: /s/ NIGEL X.X. XXXX Name: Nigel X.X. Xxxx Title: Managing Director/Debt Syndicate X.X. XXXXXX SECURITIES INC. By: /s/ XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx Title: Vice President For themselves and the other person. Each of the Co-Issuers waivesseveral Underwriters, if any, named in Schedule II to the fullest extent permitted by lawforegoing Agreement. SCHEDULE I DEBT SECURITIES Floating Rate Global Notes due March 1, any 2012 Underwriting Agreement: Dated February 22, 2007 Registration Statement No.: 333-134327 Representatives: Citigroup Global Markets Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities Inc. Title of Securities: Floating Rate Global Notes due March 1, 2012 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $600 million Interest Rate: Floating rate equal to three-month USD LIBOR plus 0.11% per annum. Purchase Price: $996.50 per $1,000 Note Offering Price: $1,000 per $1,000 Note Interest Payment Dates: Quarterly; March 1, June 1, September 1, and all claims it may have against December 1 of each year, commencing June 1, 2007 (subject to the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuermodified following business day convention).

Arm’s Length Transaction. Each of the Co-Issuers The Company acknowledges and agrees that (i) Sandler X’Xxxxx the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement of the Notes pursuant to this Agreement and not as a financial advisor or a fiduciary to, or agent of, the Issuer offering contemplated hereby or the Co-Issuer process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other person, (ii) Sandler X’Xxxxx is not advising the Issuer, the Co-Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer shall consult with their own advisors concerning any such matter and shall be responsible for making their own independent investigation and appraisal of any transactions contemplated by this Agreement, and the Placement Agent shall have no responsibility or liability obligation to the Issuer or Company except the Co-Issuer with respect thereto, obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any review of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BNP PARIBAS HSBC BANK PLC XXXXXX XXXXXXX & CO. INTERNATIONAL PLC UBS LIMITED By: BNP PARIBAS By: /s/ X. Xxxxx-Xxxxxx Name: X. Xxxxx-Xxxxxx Title: Authorized Attorney SCHEDULE I Underwriting Agreement dated October 30, 2008 Registration No. 333-145104 Representatives: BNP Paribas 00 Xxxxxxxx Xxxxxx Xxxxxx XX00XX Attn: Fixed Income Syndicate Fax: + 00 (0) 00 0000 0000 HSBC Bank plc 0 Xxxxxx Xxxxxx Xxxxxx X00 0XX Tel: + 00 00 0000 0000 Fax: + 00 00 0000 0000 Email: xxxxxxxxxxx.xxxxxxxxxx@xxxxxx.xxx Attn: Transaction Management Group Xxxxxx Xxxxxxx & Co. Incorporated plc 00 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Tel: 000 0000 0000 Fax: 000 0000 0000 Email: xxxxxxxxx@xxxxxxxxxxxxx.xxx Attn: Head of Transaction Management Group, Global Capital Markets UBS Limited 000 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Tel: + 00 (0) 00 0000 0000 Fax: + 00 (0) 00 0000 0000 Attn: MTNs and Private Placements Title, Purchase Price and Description of Securities: Title: 6.625% Notes due 2014 Principal amount: €750,000,000 Purchase price: 99.226% of the principal amount of the Notes plus accrued interest from November 6, 2008 Offering price: 99.476% of the principal amount of the Notes plus accrued interest from November 6, 2008 Interest: Payable on January 30 of each year, commencing on January 30, 2009. Sinking fund provisions: None. Redemption provisions: The Notes are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: November 6, 2008, 10:00 A.M., at the offices of Cravath, Swaine & Xxxxx LLP, Worldwide Plaza, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the Placement Agent of letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): As set forth in a schedule delivered on the Issuer, the Co-Issuer or any transactions contemplated by this Agreement or any other matters relating thereto will be performed solely for the benefit of the Placement Agent and shall not be date hereof on behalf of the Issuer, the Co-Issuer or any other personUnderwriters. Each of the Co-Issuers waives, to the fullest extent permitted by law, any and all claims it may have against the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuer.Other Terms:

Arm’s Length Transaction. Each The company acknowledges that each of the Co-Issuers acknowledges and agrees that (i) Sandler X’Xxxxx Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and the Co-Issuer Company with respect to the placement offering of Securities contemplated hereby (including in connection with determining the terms of the Notes pursuant to this Agreement offering) and not as a financial advisor or a fiduciary to, or any agent of, the Issuer or the Co-Issuer Company or any other person. Additionally, (ii) Sandler X’Xxxxx no Underwriter is not advising the Issuer, the Co-Issuer Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, (iii) the Issuer and the Co-Issuer . The Company shall consult with their its own advisors concerning any such matter matters and shall be responsible for making their its own independent investigation and appraisal of any the transactions contemplated by this Agreementhereby, and the Placement Agent Underwriters shall have no responsibility or liability to the Issuer or the Co-Issuer Company with respect thereto, and (iv) any . Any review by the Placement Agent Underwriters of the IssuerCompany, the Co-Issuer or any transactions contemplated by this Agreement hereby or any other matters relating thereto to such transactions will be performed solely for the benefit of the Placement Agent Underwriters and shall not be on behalf of the IssuerCompany. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, HEWLETT-PACKARD COMPANY By: /s/ Xxxx X. XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Debt Securities Floating Rate Global Notes due September 19, 2014 Underwriting Agreement: Dated September 13, 2011 Registration Statement No.: 333-159366 Representatives: Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Joint Bookrunners: Barclays Capital Inc. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. Xxxxxx Xxxxxxx & Co. LLC UBS Securities LLC Co-Issuer or any Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Xxxxxxx, Sachs & Co. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. Santander Investment Securities Inc. SG Americas Securities, LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Title of Securities: Floating Rate Global Notes due September 19, 2014 Ranking: Senior unsecured obligations ranking equally with all other personsenior unsecured indebtedness of HP from time to time outstanding Principal Amount: $350,000,000 Interest Rate: Floating rate equal to three-month USD LIBOR plus 1.55% per annum. Each Purchase Price: 99.800% Offering Price: 100% Interest Payment Dates: Quarterly; March 19, June 19, September 19 and December 19 of the Co-Issuers waiveseach year, commencing December 19, 2011 (subject to the fullest extent permitted by lawfollowing business day convention). Interest Reset Dates: Quarterly; March 19, any June 19, September 19 and all claims it may have against December 19 of each year, commencing December 19, 2011 (subject to the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability (whether direct or indirect) to either of the Co-Issuers in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of such Co-Issuerfollowing business day convention).