Common use of Arm’s Length Transaction Clause in Contracts

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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 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 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 Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”)

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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/ Mxxx Xxxxxxx Name: Sxxxx X. Xxxxxxxx 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 INCBANK PLC CITIGROUP GLOBAL MARKETS LIMITED GXXXXXX SXXXX & CO. BOFA 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 INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INC. LIMITED By: /s/ Mxxx 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: Mxxx 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 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: 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 Penserra Securities LLC By: /s/ Jxxxxx X. Xxxxx Jxxx Xxxxxxxx Name: Jxxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Jxxx Xxxxxxxx Title: Managing Director Underwriting Agreement dated February 2January 30, 2022 2023 Registration No. 333-230099 262911 Representatives: Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New YorkBank PLC 1 Xxxxxxxxx Xxxxx London E14 5HP, NY 10019 United Kingdom Tel: +00 (0) 00 0000 0000 Attn: Debt Syndicate Registration FaxEmail: 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 LxxxXxxxxxxXxxxXxxxxxx@xxxxxxxxxxxx.xxx Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx New York, NY 10013 Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Fax No.: +00 00 0000 0000 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 Syndicate Desk Gxxxxxx Sxxxx & Co. LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10020 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, NY 10172 New York 10282-2198 Attention: Debt Capital 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 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 Toll FreeEmail: 1lxxxx-xxxxxxxxxxxxxx@xxx.xx.xxxx.xx The Toronto-000-000-Dominion Bank 60 Xxxxxxxxxxxx Xxxxxx London EC2R 8AP United Kingdom Attention: (UK) Head of Syndicate & Origination Tel: +00 00 0000 E-mail0000 Email: pxxxxxxxxx@xxxxxxxxx-xx.xxx TxxxxxxxxxxXxxxxxxxXxxxx@xxxxxxxxxxxx.xxx Title, Purchase Price and Description of Securities: Title: 2.2003.375% Notes due 2027 (the “2027 Notes”)

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Underwriters are acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities 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 Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (irrespective of whether such Underwriter has advised written or is currently advising oral) between the Company on other matters) or any other obligation to the Company except the 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 of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty with respect to the Company, in connection with such transaction or the process leading theretosubject 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 among between the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION HECLA MINING COMPANY By: Name: Sxxxx X. Xxxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on as of the date specified in Schedule I heretofirst above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: X.X. XXXXXX SECURITIES INC. By: For themselves and the other several Underwriters, if any, Underwriters named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BOFA SECURITIESI. Xxxxxxx Lynch, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICAPierce, INC. By: BARCLAYS CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Mxxx & Xxxxx Incorporated 875,000 X.X. 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Capital Securities 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 612,500 CIBC World Markets Corp. 52,500 BMO 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 Corp. 52,500 Macquarie 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 52,500 RBC Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Title, Purchase Price and Description of Securities: Title: 2.200% Notes due 2027 Corporation 52,500 Scotia Capital (the “2027 Notes”)USA) Inc. 52,500 Total 1,750,000

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx 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 CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. MIZUHO XXXXXXX XXXXX & CO. LLC SANTANDER INVESTMENT SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INC. SG AMERICAS SECURITIES, LLC XXXXX FARGO SECURITIES, LLC By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx Xxxxx X. Xxxxxxxxx Name: Bxxxx Xxxxx X. Xxxxxxxxx Title: Managing Director By: HSBC SECURITIES (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxx Name: Pxxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx Xxxx X. Xxxxx XxXxxx Name: Jxxxxx X. Xxxxx Xxxx XxXxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Xxxxxxx Xxxxxx Name: Oxxx X. Xxxxx Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Executive Director By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director Underwriting Agreement dated February 2April 30, 2022 2020 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, XX000 Xxxxxxxxxxx Xxxxx NY1-54050-2612-02 01 New York, NY 10036 New York 10020 Fax: (000) 000-0000 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: 200-000-0000 Citigroup Global Markets Inc. 300 000 Xxxxxxxxx Xxxxxx New York, NY New York 10013 Fax: (000) 000-0000 Attention: General Counsel Fax: 600-000-0000 HSBC Credit Suisse Securities (USA) Inc. 400 Xxxxx LLC Xxxxxx Xxxxxxx Xxxxxx New York, NY 10018 Attention: Transaction Management Group Phone: 1-000-000New York 00000-0000 Fax: 1-(000-) 000-0000 EmailAttention: txx.xxxxxxxx@xx.xxxx.xxx Mizuho IBCM-Legal Deutsche Bank Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10020 SMBC Nikko Securities America, Inc. 200 00 Xxxx Xxxxxx New York, NY 10172 New York 10005 Fax: (000) 000-0000 Attention: Debt Capital Markets Toll FreeSyndicate, with a copy to General Counsel Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, New York 10282 Attention: 1-Registration Department Santander Investment Securities Inc. 00 Xxxx 00xx Xxxxxx New York, New York 10022 Fax: (000-) 000-0000 EAttention: Debt Capital Markets SG Americas Securities, LLC 000 Xxxx Xxxxxx New York, New York 10167 Fax: (000) 000-mail0000 Attention: pxxxxxxxxx@xxxxxxxxx-xx.xxx 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 Securities: Title: 2.2001.700% Notes due 2027 (the “2027 Notes”) 1. 950% Notes due 2030 (the “2030 Notes”) 2. 850% Notes due 2040 (the “2040 Notes”)

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Vice President and 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 Schedule Scheduled 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 Underwriting Agreement dated February 2March 19, 2022 2007 Registration No. 333-230099 37034 Representatives: Barclays Capital Inc. 700 Xxxxxx Brothers Inc. Xxxxxx 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 & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 2.2004.95% Notes due 2027 (2011 Principal amount: $500,000,000 Purchase price: 99.689% of the “2027 Notes”)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 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): As set forth in a schedule delivered on the date hereof on behalf of the Underwriters.

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. 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. BARCLAYS CAPITAL INC. BOFA SECURITIESUnderwriting Agreement: Dated September 8, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By2010 Registration Statement No.: 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 159366 Representatives: Barclays Capital Inc. 700 000 Xxxxxxx Xxxxxx New YorkXxx Xxxx, 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 XX 00000 Citigroup Global Markets Inc. 300 000 Xxxxxxxxx Xx. Xxx Xxxx, XX 00000 X.X. Xxxxxx New YorkSecurities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, NY 10013 AttentionXX 00000 Co-Managers: General Counsel Fax: 600-000-0000 Banc of America Securities LLC BNP Paribas Securities Corp. Xxxxxxx, Xxxxx & Co. HSBC Securities (USA) Inc. 400 UBS Securities LLC Xxxxx Xxxxxx New YorkFargo Securities, 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 Title of Securities: Title: 2.200% Floating Rate Global Notes due 2027 September 13, 2012 Ranking: Senior unsecured obligations ranking equally with all other senior 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. Purchase Price: 99.850% Offering Price: 100% Interest Payment Dates: Quarterly; March 13, June 13, September 13, and December 13 of each year, commencing December 13, 2010 (subject to the “2027 Notes”modified following business day convention).

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Xxxxxxxxxx is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities 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 Company or any other person. Additionally, Xxxxxxxxxx is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, Xxxxxxxxxx shall have no responsibility or liability to the Company with respect thereto. Any review by Xxxxxxxxxx of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising Xxxxxxxxxx and shall not be on behalf of the Company. 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 Company on other matters) or any other and Xxxxxxxxxx and their affiliates have no obligation to disclose such interests and transactions to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriateby virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against 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 Xxxxxxxxxx or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it will not claim that the Underwriters, or any in respect of them, has rendered advisory services of any nature or respect, or owes such a fiduciary duty claim or similar to any person asserting a fiduciary duty to claim on its behalf or in right of 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 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 connection accordance with such transaction or its terms, provided that, in the process leading theretoevent 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 your the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your the Company’s acceptance shall represent a binding agreement among between the Company and the several UnderwritersXxxxxxxxxx. 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 as of 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 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 Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”)first above written.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Underwriters are acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities 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 Company or any other person. Additionally, no Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (irrespective of whether such Underwriter has advised written or is currently advising oral) between the Company on other matters) or any other obligation to the Company except the 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 of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty with respect to the Company, in connection with such transaction or the process leading theretosubject 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 among between the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION PROSPECT GLOBAL RESOURCES INC. By: /s/ Xxxxx Xxxx Name: Sxxxx X. Xxxxxxxx Xxxxx Xxxx Title: Vice President and Treasurer Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted on as of 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 INCfirst above written. 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 Xxxxxxx Xxxxxxx Authorized Signatory MACQUARIE CAPITAL (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx Title: Managing Director Xxxx Xxxxxxxxxx Authorized Signatory By: MIZUHO SECURITIES USA /s/ Xxx Xxxxx Authorized Signatory XXXX CAPITAL PARTNERS, LLC By: /s/ Jxxxxx Xxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICAXxxxxxxx Authorized Signatory STERNE AGEE & XXXXX, INC. By: /s/ Oxxx Xxxxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director Underwriting Agreement dated February 2Authorized Signatory Xxxxxxx Xxxx & Company, 2022 Registration No. 333-230099 Representatives: Barclays LLC 6,000,000 Macquarie 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 York4,500,000 Xxxx Capital Partners, 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 America3,000,000 Sterne Agee & Xxxxx, Inc. 200 Xxxx Xxxxxx New York1,500,000 Total 15,000,000 Pricing Term Sheet, NY 10172 Attention: Debt Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Titledated November 8, Purchase 2012, in the form filed with the Commission. 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, 2012 (a) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Securities. The Underwriters shall, and Description shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of Securities: Title: 2.200% Notes due 2027 the distribution of the Securities (the a “2027 NotesSelling Firm”), to comply with the applicable provisions of the Act in connection with the distribution of the Securities and shall offer the Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm, to offer for sale to the public and sell the Shares only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Exhibit A by another Underwriter if the Underwriter first mentioned is not itself also in breach of this Exhibit A.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICAXXXXXXX XXXXX, INCXXXXXX, XXXXXX & XXXXX INCORPORATED XXXXXX XXXXXXX & CO. By: BARCLAYS CAPITAL INC. INCORPORATED By: /s/ Mxxx Xxxxxx Xxxx Xxxxxxxxxx Name: Mxxx Xxxxxx Xxxx Xxxxxxxxxx Title: Managing Director By: BOFA SECURITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Xxxx X. XxXxxx Name: Lxxxxx Xxxxxxxx Xxxx X. XxXxxx 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 Underwriting Agreement dated February 2December 6, 2022 2010 Registration No. 333-230099 168333 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 Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. 400 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 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 Xxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 2.2002.000% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of the Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Securities to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any company which has two or more of 1. an average of at least 250 employees during the last financial year; 2. a total balance sheet of more than €43,000,000 and 3. an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “2027 Notes”)offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Echelon is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities 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 Company or any other person. Additionally, Echelon is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, Echelon shall have no responsibility or liability to the Company with respect thereto. Any review by Echelon of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising Echelon and shall not be on behalf of the Company. 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 Company on other matters) or any other and Echelon and their affiliates have no obligation to disclose such interests and transactions to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriateby virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against 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 Echelon or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it will not claim that the Underwriters, or any in respect of them, has rendered advisory services of any nature or respect, or owes such a fiduciary duty claim or similar to any person asserting a fiduciary duty to claim on its behalf or in right of it or the Company, in connection employees or creditors of Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and Echelon with such transaction or respect to the process leading theretosubject matter hereof. If the foregoing is in accordance with your the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your the Company’s acceptance shall represent a binding agreement among between the Company and the several UnderwritersEchelon. 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 as of the date specified in Schedule I heretofirst above written. 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: (a) X.X. Xxxxxxxxxx & Co., 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 LLC shall offer the Securities for sale only in the United States or in such other jurisdictions (USAexcluding Canada) 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Capital in which it may lawfully offer securities. (b) Echelon Wealth Partners 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 shall offer the Securities for sale only in the Canada or in such other jurisdictions (USAexcluding the United States) 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 Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”)in which it may lawfully offer securities.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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 CAPITAL INC. BOFA SECURITIESBANK PLC DEUTSCHE BANK AG, INC. CITIGROUP GLOBAL MARKETS INC. HSBC LONDON BXXXXX XXXXXXX LXXXX INTERNATIONAL MITSUBISHI UFJ SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. INTERNATIONAL PLC STANDARD CHARTERED BANK By: BARCLAYS CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIES, INC. 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: Lxxxxx Rxxxxx Xxxxxxxx Title: Legal Counsel By: /s/ Jxxx Xxxxxxxx Name: Jxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. /s/ An-cxx Xxxx-Xxxxxx Name: An-cxx Xxxx-Xxxxxx Title: Authorized Signatory By: /s/ Bxxxx X. Xxxxxxxxx Pxxxxxxxx Xxxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Pxxxxxxxx Xxxxxxxxxx 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 AMERICAGlobal Lead, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director CM-FIG Underwriting Agreement dated February 2November 14, 2022 2013 Registration No. 333-230099 190160 Representatives: Barclays Capital Inc. Bank PLC 700 Xxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10019 XX 00000 Deutsche Bank AG, London Branch Winchester House 1 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 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 Desk Mxxxxxx Lxxxx International 2 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 Securities: Xxxxxx London EC1A 1HQ Title: 2.2002.750% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2000/00/XX. Xxxxxx Xxxxxxx Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Axx 0000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. 3. The last sentence of Section 7(b) shall be deleted and replaced by the following text: The Company acknowledges that the statements set forth in the last paragraph of the cover page of the Preliminary Final Prospectus and the Final Prospectus, the sentence “The underwriters have informed IBM that they intend to make a market in the Notes but are under no obligation to do so and such market making may be terminated at any time without notice.” and the statements contained in the fourth and eighth and ninth paragraphs and the first, third and fourth sentences of the tenth paragraph under the caption “Underwriting” in the Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Basic Prospectus, any Preliminary Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Final Prospectus, and you, as the Representatives, confirm that such statements are correct. 4. The following shall be an additional condition added to Section 5: The Company shall have furnished to the Representatives the opinion of Cravath, Swaine & Mxxxx LLP, counsel to the Company, dated the Closing Date to the effect that the statements under the caption “United States Taxation” in the Disclosure Package and the Final Prospectus constitute a fair presentation of the material U.S. federal income tax consequences to holders of Securities. 5. The following shall be a new Section 15:

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO J.X. XXXXXX SECURITIES USA LLC SMBC NIKKO RBS 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. INC By: /s/ Pxxxxxx Xxxxxxx Exxx X. Xxxx Name: Pxxxxxx Xxxxxxx Exxx X. Xxxx 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 Vice President Underwriting Agreement dated February 2May 8, 2022 2012 Registration No. 333-230099 168333 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 J.X. 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 RBS 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 Securities: : A. Title: 2.2000.750% Notes due 2027 2015 Principal amount: $900,000,000 Purchase price: 99.684% of the principal amount of Notes plus accrued interest from May 11, 2012 Offering price: 99.834% of the principal amount of Notes plus accrued interest from May 11, 2012 Interest: Payable on May 11 and November 11, commencing on November 11, 2012. B. Title: 1.875% Notes due 2019 Principal amount: $600,000,000 Purchase price: 99.500% of the principal amount of Notes plus accrued interest from May 11, 2012 Offering price: 99.850% of the principal amount of Notes plus accrued interest from May 11, 2012 Interest: Payable on May 15 and November 15, commencing on November 15, 2012. Sinking fund provisions: None. Redemption provisions: The Notes of each series 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 11, 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: /s/ Xxxx XxXxxxxx Name: Sxxxx X. Xxxxxxxx Xxxx XxXxxxxx Title: Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. 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 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. 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 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 Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”).

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxx X. Xxxxxxxx Title: 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. BARCLAYS CAPITAL INC. BOFA SECURITIESUnderwriting Agreement: Dated September 13, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By2011 Registration Statement No.: 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 159366 Representatives: Barclays Capital Inc. 700 000 Xxxxxxx Xxxxxx New YorkXxx Xxxx, 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 XX 00000 Citigroup Global Markets Inc. 300 000 Xxxxxxxxx Xxxxxx New YorkXxx Xxxx, NY 10013 AttentionXX 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Joint Bookrunners: General Counsel Fax: 600-000-0000 Barclays Capital Inc. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. 400 Xxxxx Xxxxxx New YorkXxxxxxx & Co. LLC UBS Securities LLC Co-Managers: BNP Paribas Securities Corp. Deutsche Bank Securities Inc. Xxxxxxx, NY 10018 Attention: Transaction Management Group Phone: 1-000-000-0000 Fax: 1-000-000-0000 Email: txx.xxxxxxxx@xx.xxxx.xxx Mizuho Sachs & Co. Mitsubishi UFJ Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10020 SMBC Nikko Securities America(USA), Inc. 200 Xxxx Xxxxxx New YorkRBS Securities Inc. Santander Investment Securities Inc. SG Americas Securities, NY 10172 Attention: Debt Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx TitleLLC U.S. Bancorp Investments, Purchase Price and Description Inc. Xxxxx Fargo Securities, LLC Title of Securities: Title: 2.200% Floating Rate Global Notes due 2027 September 19, 2014 Ranking: Senior unsecured obligations ranking equally with all other senior 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. Purchase Price: 99.800% Offering Price: 100% Interest Payment Dates: Quarterly; March 19, June 19, September 19 and December 19 of each year, commencing December 19, 2011 (subject to the “2027 Notes”following business day convention). Interest Reset Dates: Quarterly; March 19, June 19, September 19 and December 19 of each year, commencing December 19, 2011 (subject to the following business day convention).

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx 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 CAPITAL INC. BOFA SECURITIES, INC. BANK PLC BNP PARIBAS CITIGROUP GLOBAL MARKETS INC. HSBC 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 (USAEUROPE) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICALIMITED ING BANK N.V., BELGIAN BRANCH U.S. BANCORP INVESTMENTS, INC. By: BARCLAYS CAPITAL INC. BANK PLC By: /s/ Mxxx X. Xxxx Xxxxxxxxx III Name: X. Xxxx Xxxxxxxxx III Title: Managing Director By: BNP PARIBAS By: /s/ Xxxx Xxxxx-Xxxxxx Name: Mxxx 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: BOFA SECURITIESING BANK N.V., INC. BELGIAN BRANCH By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxx Xxxxxxxxx Title: Managing Director By: HSBC SECURITIES (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx 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 AMERICAU.S. BANCORP INVESTMENTS, INC. By: /s/ Oxxx X. Xxxxx Xxxxxxxx Name: Oxxx X. Xxxxx Xxxxxxxx Title: Managing Director [Signature page to the Underwriting Agreement] Underwriting Agreement dated February 2January 24, 2022 2019 Registration No. 333-230099 212685 Representatives: Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New York, NY 10019 Attn: Syndicate Registration Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Fax: 600-000-000 BofA Securities, Inc. 1000 Xxxxxxxx, XX0-540-26-02 New York, NY 10036 +00 (0) 00 0000 0000 Attention: High Grade Debt Capital Markets Transaction Management/Legal Syndicate BNP Paribas 00 Xxxxxxxx Xxxxxx London NW1 6AA United Kingdom Telephone: +00 (0) 00 0000 0000 Fax: 200-000-+00 (0) 00 0000 0000 Attention: Fixed Income Syndicate Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx New York, NY 10013 Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Fax: +00 00 0000 0000 Attention: General Counsel Syndicate Desk Deutsche Bank AG, London Branch Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx London EC2N 2DB United Kingdom Fax: 600-+00 (000-) 000 0000 HSBC Securities (USA) Inc. 400 Xxxxx Xxxxxx New York, NY 10018 Attention: Transaction Management 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 Debt Syndicate and Head of EMEA Capital Markets Group Phone: 1-000-000-0000 UniCredit Bank AG Xxxxxxxxxxxxxxx 00 81925 Munich Germany 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 +00 00 000 00 00000 Attention: Debt Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Corporate Bond Syndicate – MFM2CS Title, Purchase Price and Description of Securities: Title: 2.2000.375% Notes due 2023 (the “2023 Notes”) 0.875% Notes due 2025 (the “2025 Notes”) 1. 250% Notes due 2027 (the “2027 Notes”) 1. 750% Notes due 2031 (the “2031 Notes”) Principal amount: 2023 Notes: €1,750,000,000 2025 Notes: €1,000,000,000 2027 Notes: €1,000,000,000 2031 Notes: €1,250,000,000 Purchase price: 2023 Notes: 99.350% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 2025 Notes: 99.122% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 2027 Notes: 99.170% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 2031 Notes: 98.529% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 Offering price: 2023 Notes: 99.550% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 2025 Notes: 99.397% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 2027 Notes: 99.495% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 2031 Notes: 98.954% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 Interest: 2023 Notes Payable on January 31 of each year, commencing on January 31, 2020 2025 Notes Payable on January 31 of each year, commencing on January 31, 2020 2027 Notes Payable on January 29 of each year, commencing on January 29, 2020 2031 Notes Payable on January 31 of each year, commencing on January 31, 2020 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: January 31, 2019, 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: Each Underwriter represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the EEA. For the purposes of this provision: (a) the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of XxXXX XX; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"); and (b) the expression “offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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 DEUTSCHE BANK SECURITIES INC. BOFA SECURITIESGXXXXXX, INC. CITIGROUP GLOBAL MARKETS INCSXXXX & CO. HSBC SECURITIES (USA) INC. MIZUHO UBS 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 Dxxxx X. Xxxxx Name: Jxxxxx Dxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director Senior Vice President Underwriting Agreement dated February 2July 19, 2022 2011 Registration No. 333-230099 168333 Representatives: Barclays Capital Deutsche Bank Securities Inc. 700 Xxxxxxx Xxxxxx New YorkGxxxxxx, 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 Sxxxx & Co. 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 UBS 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 Securities: Title: 2.2001.950% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom..

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INCXXXXXX XXXXXXX & CO. 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 INCORPORATED By: HSBC SECURITIES (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx Xxxxx X. Xxxxx Name: Jxxxxx Xxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director Senior Vice President Underwriting Agreement dated February 2November 3, 2022 2009 Registration No. 333-230099 145104 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 Xxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 2.2002.100% Notes due 2027 (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 “2027 Notes”)principal amount of 2013 Notes plus accrued interest from November 6, 2009 Floating Rate Notes - 99.900% of the principal amount of Floating Rate Notes plus accrued interest from November 6, 2009 Offering price: 2013 Notes - 99.919% of the principal amount of 2013 Notes plus accrued interest from November 6, 2009 Floating Rate Notes - 100.000% of the principal amount of Floating Rate Notes plus accrued interest from November 6, 2009 Interest: 2013 Notes Payable on May 6 and November 6 of each year, commencing on May 6, 2010. Floating Rate Notes - Payable on February 4, May 4, August 4 and November 4 of each year, commencing February 4, 2010. Sinking fund provisions: None.

Arm’s Length Transaction. The Company Borrower acknowledges and agrees that (i) the purchase and sale advance of the Securities Loan by the Lender pursuant to this Master Loan Agreement is an arm’s-length commercial transaction between the Company, on the one hand, Borrower and the several Underwriters, on the otherLender, (ii) in connection therewith and with the process financing discussions, undertakings and procedures leading up to the consummation of such transaction each Underwriter 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 CompanyBorrower, (iii) no Underwriter neither Lender nor Authority has assumed an advisory of or fiduciary responsibility in favor of the Company Borrower with respect to the offering financing contemplated hereby or the process discussions, undertakings and procedures leading thereto (irrespective of whether such Underwriter the Lender has advised provided other services or is currently advising providing other services to the Company Borrower on other matters) or and neither Lender nor Authority has any other obligation to the Company Borrower with respect to the financing contemplated hereby except the obligations expressly set forth in this Master Loan Agreement and (iv) the Company Borrower has consulted its own legal legal, financial and financial other advisors to the extent it has deemed appropriate. Amount ($) of Draw (Request) Aggregate Amount of Loan Outstanding TOTAL $ Section 1. Borrower hereby requests, and Lender hereby approves, a draw of Loan Proceeds in the amount of $ , all subject to the provisions of the Master Loan Agreement, for the refinancing of the Existing Indebtedness. Section 2. Borrower hereby certifies that obligations in amounts stated in this Draw Request are a proper use of Loan proceeds. Section 1. Borrower hereby requests, and Lender hereby approves, a draw of Loan Proceeds in the amount of $ , all subject to the provisions of this Master Loan Agreement. Section 2. No Loan Proceeds subject to this Draw Request will be applied by Borrower to pay costs of issuance related to the Loan. Section 3. Borrower represents, covenants and warrants that (a) there has not been any material adverse change in its condition, business, operations, performance, properties or prospects since the date of the Master Loan Agreement, (b) all of its representations and warranties contained in the Master Loan Agreement or the Tax Agreement were true and accurate as of the date made, remain true and accurate as of the date of this certificate and are hereby reaffirmed; and (c) no event has occurred and is continuing or would result from the loan of Loan Proceeds pursuant to this Draw Request which constitutes a Default, an Event of Default under the Master Loan Agreement or a Determination of Taxability. Section 4. The Company undersigned authorized representative, on behalf of Borrower, hereby identifies the costs, as set forth in Schedule I hereto, pertaining to this Draw Request. Such costs are either (i) currently payable by Borrower or (ii) have been paid by Borrower and that the Loan Proceeds received for such costs pursuant to this Draw Request will be applied to reimburse Section 5. Borrower hereby certifies that obligations in amounts stated in this Draw Request are to be incurred by Borrower and each item is a proper charge. Borrower hereby certifies that the Loan Proceeds disbursed pursuant to each prior Draw Request were disbursed in accordance with the terms of each such prior Draw Request. Section 6. Attached hereto are all certificates, approvals, documents and other materials required to be delivered by Borrower to Lender with this Draw Request pursuant to Section 5.03 of the Master Loan Agreement. Section 7. Borrower hereby certifies that no Event of Default exists, and, to the best of its knowledge, no event has occurred and no condition exists that, after notice or lapse of time, or both, would constitute an Event of Default under the Master Loan Agreement; 1. Amount of draw (not less than $0,000,000): $ 2. Description of facilities to be financed with draw: 3. Street address or addresses of facilities to be financed with draw: EXHIBIT D PROPERTY DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE TOWN OF XXXXXXXX, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 23 AS SHOWN ON THAT CERTAIN MAP ENTITLED, "XXXXXXXX XXXXX, ATHERTON, SAN MATEO COUNTY, CALIFORNIA", FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON SEPTEMBER 20, 1946 IN BOOK 26 OF MAPS AT PAGE(S) 21 AND 22. JPN 070-037-371-05A California Enterprise Development Authority Sacramento, California Norton Xxxx Xxxxxxxxx US LLP San Francisco, California Re: Master Loan Agreement, dated as of March 1, 2017, by and among First Republic Bank, California Enterprise Development Authority and Menlo School Ladies and Gentlemen: The undersigned is Lender of the principal amount not to exceed $3,000,000 (the “Loan”) issued pursuant to the Master Loan Agreement, dated as of March 1, 2017 (the “Loan Agreement”) by and among the California Enterprise Development Authority (the “Authority”), Menlo School (the “Borrower”) and First Republic Bank (the “Lender”). The undersigned acknowledges that the proceeds of the Loan were delivered to the Borrower for the purpose of refinancing the acquisition of certain real property and improvements located in Atherton, California (the “Project”), as more particularly described in the Loan Agreement. The undersigned hereby represents and warrants to you that: 1. The Lender has authority to make the Loan pursuant to the Loan Agreement and to execute this letter and any other instruments and documents required to be executed by the Lender in connection with the Loan. 2. The Lender is a “Qualified Institutional Buyer” and has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations and is capable of evaluating the merits and risks of its investment in the Loan. The Lender is able to bear the economic risk of, and entire loss of, an investment in the Loan. The definition of Qualified Institutional Buyer is attached hereto. 3. The Loan is being given by the Lender for investment purposes. The Lender intends to hold the Loan for its own account and for an indefinite period of time, and does not intend at this time to dispose of all or any part of the Loan. The Lender understands that it may need to bear the risks of this investment for an indefinite time, since any transfer prior to maturity may not be possible. 4. The Lender understands that the Loan Agreement is not registered under the 1933 Act; and further understands that the Loan (a) is not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in a form which may not be readily marketable. The Lender agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Loan by it, and further acknowledges that any current exemption from registration of the Loan does not claim affect or diminish such requirements. 5. The undersigned is a duly appointed, qualified and acting officer of the Lender and is authorized to cause the Lender to make the certificates, representations and warranties contained herein by execution of this letter on behalf of the Lender. 6. The Lender acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable Lender would attach significance in making investment decisions, and the Lender has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Borrower, the Project and the Loan and the security therefor so that, as a reasonable investor, the Lender has been able to make a decision to grant the Loan. The Lender acknowledges that it has not relied upon the Authority for any information in connection with the Lender’s grant of the Loan. 7. The Lender acknowledges that the Underwritersobligations of the Authority to make loan payments with respect to the Loan are special, limited obligations payable solely from amounts paid to the Authority from the Borrower pursuant to the terms of the Loan Agreement and the Authority shall not be directly or indirectly or contingently or morally obligated to use any other moneys or assets of the Authority for all or any portion of such loan payments. 8. The Lender has made its own inquiry and analysis with respect to the Loan and the security therefor, and other material factors affecting the security and payment of the Loan. The Lender is aware that the business of the Borrower involves certain economic variables and risks that could adversely affect the security for the Loan. 9. The Lender acknowledges that its right to sell and transfer the Loan is subject to compliance with the transfer restrictions set forth in the Loan Agreement, including the requirement of the delivery to the Authority and the Borrower of an investor’s letter from the transferee to substantially the same effect as this Investor Letter, with no revisions except as may be approved in writing by the Authority. Failure to deliver such letter to the Authority and the Borrower shall cause the purported transfer to be null and void. The Lender agrees to indemnify and hold harmless the Authority with respect to any claim asserted against the Authority that is based upon the sale, transfer or other disposition of the Loan in violation of the provisions hereof. 10. None of Norton Xxxx Xxxxxxxxx US LLP (“Lender’s Counsel”), the Authority, their members, governing body, or any of themtheir employees, has rendered advisory services counsel or agents will have any responsibility to the Lender for the accuracy or completeness of information obtained by the Lender from any source regarding the Borrower or its financial condition, or regarding the ability of the Borrower to pay the Loan, or the sufficiency of any nature or respect, or owes a fiduciary or similar duty security therefore. No written information has been provided by the Authority to the CompanyLender with respect to the Loan. The Lender acknowledges that, as between the Lender and all of such parties, the Lender has assumed responsibility for obtaining such information and making such review as the Lender deemed necessary or desirable in connection with such transaction or its decision to grant 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 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 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 Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”)Loan.

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/Xxxxxxx X. Xxxxxxxx Title: Xxxxxxx Xxxxxxx X. Xxxxxxx Acting General Counsel, Vice President and Treasurer The foregoing Agreement is hereby President and Assistant Secretary confirmed and accepted on the date specified in Schedule I hereto. 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 several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BOFA SECURITIESUnderwriting Agreement: Dated February 22, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By2007 Registration Statement No.: 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 134327 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 Deutsche Bank Securities Inc. X.X. 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 Title of Securities: Title: 2.200% Floating Rate Global Notes due 2027 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 December 1 of each year, commencing June 1, 2007 (subject to the “2027 Notes”modified following business day convention).

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Vice President and 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 Schedule Scheduled 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 Underwriting Agreement dated February 2September 11, 2022 2007 Registration No. 333-230099 145104 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 BNP Paribas Securities Corp Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxxx, Xxxxx & Co. X.X. 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 UBS 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 Securities: Title: 2.2005.70% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company except as set forth in this underwriting agreement. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of 1. an average of at least 250 employees during the last financial year; 2. a total balance sheet of more than €43,000,000 and 3. an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “2027 Notes”)offer of Notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. 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 several UnderwritersseveralUnderwriters, 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 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 Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”).

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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 IBM CREDIT LLC By: Name: Sxxxx 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 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 Underwriting Agreement dated February 2[ ], 2022 20[ ] Registration No. 333-230099 333-[ ] 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 Securities: Title: 2.200[ ]% Notes due 2027 (20[ ] Principal amount: $[ ] Purchase price: [ ]% of the “2027 Notes”)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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(f): [ ] Statements covered by Section 7(b): [ ]

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. 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 Xxxxxxx Xxxxxxxxx Name: Mxxx Xxxxxx Xxxxxxx Xxxxxxxxx Title: Managing Director By: BOFA SECURITIES, INC. By: /s/ Lxxxxx Xxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxx 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 Underwriting Agreement dated February 23, 2022 2012 Registration No. 333-230099 168333 Representatives: Barclays Capital Xxxxxxx Xxxxx Canada Inc. 700 Xxxxxxx Xxxxxx New York, NY 10019 Attn: Syndicate Registration Fax: 600-000-000 BofA Securities, RBC Dominion 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 Securities: Title: 2.2002.20% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. 1. Sections 4(B)(a)-(h) are deleted. The Underwriters agree to reimburse the Company for certain of its expenses incurred in connection with the offering in the amount of C$125,000.00 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom..

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Underwriters are acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities 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 Company or any other person. Additionally, no Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (irrespective of whether such Underwriter has advised written or is currently advising oral) between the Company on other matters) or any other obligation to the Company except the 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 of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty with respect to the Company, in connection with such transaction or the process leading theretosubject 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 among between the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES US GOLD CORPORATION By: /s/ XXXXX X. ING Name: Sxxxx Xxxxx X. Xxxxxxxx Ing Title: Vice President and Treasurer CFO The foregoing Agreement is hereby confirmed and accepted on as of 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, INCfirst above written. By: BARCLAYS /s/ XXXXXX XXXXXXXX Authorized Signatory GMP SECURITIES L.P. By: /s/ XXXXXXX XXXX Authorized Signatory SCOTIA CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIES, INCXXXXXX XXXXX Authorized Signatory XXXXXX XXXXXXXX AND CO. 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 XXXX XXXXX Authorized Signatory 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Xxxx & Company 6,000,000 GMP Securities L.P. 6,000,000 Scotia Capital Inc. 700 Xxxxxxx 1,500,000 Xxxxxx New YorkXxxxxxxx and Co. 1,500,000 Total 15,000,000 None. Issue Price US$6.50 Aggregate Number of Shares (including Option Shares) 15,000,000 (17,250,000) Expected Closing Date February 24, NY 10019 Attn: Syndicate Registration Fax: 600-000-000 BofA 2011 (a) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Securities. The Underwriters shall, Inc. 1000 Xxxxxxxxand shall require any such dealer or broker, XX0-540-26-02 New Yorkother than the Underwriters, 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 with which the Underwriters have a contractual relationship in respect of the distribution of the 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 Securities: Title: 2.200% Notes due 2027 (the a “2027 NotesSelling Firm”), to comply with the Canadian Securities Laws and the applicable provisions of the Act in connection with the distribution of the Securities and shall offer the Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus, the Final Canadian MJDS Supplement and this Agreement. The Underwriters shall, and shall require any Selling Firm, to offer for sale to the public and sell the Shares only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Exhibit A by another Underwriter if the Underwriter first mentioned is not itself also in breach of this Exhibit A. (c) Xxxxxxx shall offer the Securities for sale to the public only in the U.S. (d) For the purposes of this Exhibit A, GMP shall be entitled to assume that the Securities are qualified for distribution in any Canadian Jurisdiction.

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm's length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxxxxx X. Xxxxxxxx Title: Xxxxxxx Xxxxxxx X. Xxxxxxx Vice President President, Deputy General Counsel and Treasurer 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 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 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 SCHEDULE I Debt 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 Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”)

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxx X. Xxxxxxxx Title: 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. 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. BARCLAYS CAPITAL INC. BOFA SECURITIESUnderwriting Agreement: Dated January 9, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By2014 Registration Statement No.: 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 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-Managers: ANZ Securities, Inc. Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New YorkBNY Mellon Capital markets, 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 LLC Citigroup Global Markets Market Inc. 300 Xxxxxxxxx Xxxxxx New York, NY 10013 Attention: General Counsel Fax: 600-000-0000 HSBC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. 400 Xxxxx HSBC Bank Securities Inc. X. X. Xxxxxx New YorkSecurities LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, NY 10018 Attention: Transaction Management Group Phone: 1-000-000-0000 Fax: 1-000-000-0000 Email: txx.xxxxxxxx@xx.xxxx.xxx Mizuho LLC Santander Investment Securities USA Inc. SG Americas Securities, 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 Standard Chartered Bank Title of Securities: Title: 2.200% Floating Rate Global Notes due 2027 January 14, 2019 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of the Company from time to time outstanding. Principal Amount: $750,000,000,000 Interest Rate: Floating rate equal to three-month 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 “2027 Notes”modified following business day convention set forth below).

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BOFA SECURITIES, INCBNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS INC. HSBC DEUTSCHE BANK SECURITIES (USA) INC. MIZUHO UBS SECURITIES USA LLC SMBC NIKKO LLC. By: DEUTSCHE BANK SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIES, INC. By: /s/ Lxxxxx /s/Jxxxx Xxxxxxxx Name: Lxxxxx Jxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxxxxx Exxxxx Xxxx Name: Bxxxx X. Xxxxxxxxx Exxxxx Xxxx 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 Underwriting Agreement dated February 2July 25, 2022 2012 Registration No. 333-230099 168333 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 BNP Paribas Securities Corp. Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx New York, NY 10013 Attention: General Counsel Fax: 600-000-0000 HSBC Deutsche Bank 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 UBS 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 Securities: Title: 2.2001.875% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INC. UBS SECURITIES LLC 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 Jxxx Xxxxxxx Name: Pxxxxxx Jxxx Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx X. Xxxxx Mxxxxxx Xxxxxx Name: Jxxxxx X. Xxxxx Mxxxxxx Xxxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Associate Director Underwriting Agreement dated February 2December 13, 2022 2010 Registration No. 333-230099 168333 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 UBS 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 Securities: Title: 2.200% Floating Rate Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the “2027 Notes”)Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions:

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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 IBM CREDIT LLC By: /s/ Xxxx Xxxxxx Name: Sxxxx X. Xxxxxxxx Xxxx Xxxxxx Title: Vice President and Treasurer 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. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA RBC CAPITAL MARKETS, LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA XXXXX FARGO 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 LLC By: HSBC SECURITIES (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Xxxxx Xxxxx Name: Pxxxxxx Xxxxxxx Xxxxx Xxxxx Title: Managing Director By: MIZUHO SECURITIES USA RBC CAPITAL MARKETS, LLC By: /s/ Jxxxxx Xxxxx X. Xxxxx Xxxxxxxx Name: Jxxxxx Xxxxx X. Xxxxx Xxxxxxxx Title: Managing Director Authorized Signatory By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Xxx Xxxxxx Name: Oxxx X. Xxxxx Xxx Xxxxxx Title: Managing President By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director Underwriting Agreement dated February 2November 27, 2022 2018 Registration No. 333-230099 219724 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. 400 000 Xxxxx Xxxxxx New York, NY 10018 Fax: (000) 000-0000 Attention: Transaction Management Group Phone: 1-000-000-0000 Fax: 1-000-000-0000 Email: txx.xxxxxxxx@xx.xxxx.xxx Mizuho Securities USA Americas RBC Capital Markets, LLC 1000 000 Xxxxx Xxxxxx xx xxx Xxxxxxxx New York, NY 10020 10281 Fax: (000) 000-0000 Attention: Transaction Management/Xxxxx X. Xxxxxxxx SMBC Nikko Securities America, Inc. 200 000 Xxxx Xxxxxx New York, NY 10172 Attention: Debt Capital Markets Toll FreeXxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, NC 28202 Attention: 1-000-000-0000 E-mailTransaction Management Email: pxxxxxxxxx@xxxxxxxxx-xx.xxx xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Title, Purchase Price and Description of Securities: Title: 2.200Floating Rate Notes due 2020 3.450% Notes due 2027 (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 “2027 Notes”)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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(f): None. Statements covered by Section 7(b):

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC CREDIT SUISSE SECURITIES (USA) INCLLC X.X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. 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 CREDIT SUISSE SECURITIES (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx Xxxxxxx X. Xxxxx Xxxxxx Name: Jxxxxx Xxxxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Xxxxxx Title: Managing Director Underwriting Agreement dated February 2July 29, 2022 2013 Registration No. 333-230099 190160 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 Credit Suisse Securities (USA) Inc. 400 Xxxxx LLC X.X. 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. Xxxxxx Xxxxxxx & Co. 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 Securities: Title: 2.2003.375% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Arm’s Length Transaction. The Each of the Issuer and the Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and 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 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 offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer or the Company on other matters) or any other obligation to the Issuer or the Company except the obligations expressly set forth in this Agreement and (iv) the Company it has consulted its own legal and financial advisors to the extent it deemed appropriate. The Each of the Issuer 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 Issuer or 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: Sxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Vice President Treasurer IBM INTERNATIONAL GROUP CAPITAL LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Member of the Board 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 Schedule Scheduled 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 2October 17, 2022 2007 Registration No. 000-000000-00 and 333-230099 145104 Representatives: Barclays Capital Bear, Xxxxxxx & Co. Inc., Deutsche Bank Securities Inc., Xxxxxx Brothers Inc. 700 and Xxxxxx 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 & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 2.2005.05% Notes due 2027 (2012 Principal amount: $1,500,000,000 Purchase price: 99.671% of the “2027 Notes”)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 April 22 and October 22 of each year, commencing on April 22, 2008 Sinking fund provisions: None.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Underwriters are acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities 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 Company or any other person. Additionally, neither Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (irrespective of whether such Underwriter has advised written or is currently advising oral) between the Company on other matters) or any other obligation to the Company except the 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 of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty with respect to the Company, in connection with such transaction or the process leading theretosubject 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 among between the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES US GOLD CORPORATION By: /s/ PERRY ING Name: Sxxxx X. Xxxxxxxx Perry Ing Title: Vice President and Treasurer Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted on as of 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 INCfirst above written. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIESKXXXX XXXX Authorized Signatory DXXXXXX XXXX & COMPANY, 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 AMERICARXXXXX XXXXXXXX Authorized Signatory GMP Securities L.P. 11,000,000 Dxxxxxx Xxxx & Company, INCLLC 11,000,000 Total 22,000,000 None. (a) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Securities. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director Underwriting Agreement dated February 2The Underwriters shall, 2022 Registration No. 333-230099 Representatives: Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New Yorkand shall require any such dealer or broker, NY 10019 Attn: Syndicate Registration Fax: 600-000-000 BofA Securitiesother than the Underwriters, 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 with which the Underwriters have a contractual relationship in respect of the distribution of the 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 Securities: Title: 2.200% Notes due 2027 (the a “2027 NotesSelling Firm”), to comply with the Canadian Securities Laws and the applicable provisions of the Act in connection with the distribution of the Securities and shall offer the Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus, the Final Canadian MJDS Supplement and this Agreement. The Underwriters shall, and shall require any Selling Firm, to offer for sale to the public and sell the Shares only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Exhibit A by another Underwriter if the Underwriter first mentioned is not itself also in breach of this Exhibit A. (c) Dxxxxxx shall offer the Securities for sale to the public only in the U.S. (d) For the purposes of this Exhibit A, GMP shall be entitled to assume that the Securities are qualified for distribution in any Canadian Jurisdiction.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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 INC. BOFA SECURITIESMARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA BXXXXXXX VAN, LLC SMBC NIKKO SECURITIES AMERICA, INC. SXXXX BROTHERS & CO By: BARCLAYS CAPITAL INC. BANK PLC By: /s/ Mxxx Exxxx Xxxxxx Name: Mxxx Exxxx Xxxxxx Title: Managing Director By: BOFA SECURITIES, INC. Authorised Signatory By: /s/ Lxxxxx Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ Axxxx X Xxxxxxxx Name: Lxxxxx Axxxx X Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. /s/ SXXXXX XXXXX Name: SXXXXX XXXXX Title: Executive Director 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. Sxxxx Xxxxx Name: Jxxxxx X. Sxxxx Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. /s/ Kxxx Xxxxx Name: Kxxx Xxxxx Title: Global Head of Debt Syndicate By: /s/ Oxxx X. Xxxxx Wxxxxxx Xx Xxxxxx Name: Oxxx X. Xxxxx Wxxxxxx Xx Xxxxxx Title: Head Legal Capital Markets By: /s/ Ixxx Xxxxxx Name: Ixxx Xxxxxx Title: Duly Authorised Signatory By: /s/ Sxxxxxx Xxxxxxxxxx Name: Sxxxxxx Xxxxxxxxxx Title: Managing Director By: /s/ Exxx Xxxxxxxxx Name: Exxx Xxxxxxxxx Title: CEO & President By: /s/ Kit Txxxxx Name: Kit Txxxxx Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Capital Inc. 700 Bank PLC 5 The North Colonnade Canary Wxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx Xxxxxx New York, NY 10019 Tel: +00 (0) 00 0000 0000 Attn: Debt Syndicate Registration FaxEmail: 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 LxxxXxxxxxxXxxxXxxxxxx@xxxxxxxxxxxx.xxx Citigroup Global Markets Inc. 300 Xxxxxxxxx Limited Citigroup Centre Canada Square Cxxxxx Xxxxx Xxxxxx, X00 0XX Xxxxxx New York, NY 10013 Xxxxxxx Fax No.: +00 00 0000 0000 Attention: General Counsel FaxSyndicate Desk HSBC Bank plc 8 Xxxxxx Xxxxxx Xxxxxx, X00 0XX Xxxxxx Xxxxxxx Tel: 600-000-+00 00 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-+00 00 0000 0000 Email: txx.xxxxxxxx@xx.xxxx.xxx txxxxxxxxxx.xxxxxxxxxx@xxxxxx.xxx Mxxxxxx Lxxxx International 2 Xxxx Xxxxxx Xxxxxx London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho Securities USA LLC 1000 International plc 30 Xxx Xxxxxx xx xxx Xxxxxxxx New YorkXxxxxx, NY 10020 EC4M 7AU United Kingdom SMBC Nikko Securities America, Inc. 200 Xxxx Capital Markets Limited Oxx Xxx Xxxxxx New York, NY 10172 Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Telephone: +00 00 0000 0000 Email address: LXXX@xxxxxxxxx-xx.xxx Attention: Debt Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Legal Title, Purchase Price and Description of Securities: Title: 2.2000.875% Notes due 2027 2030 (the “2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx Xxxxxxx X. Xxxxxxxx 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 CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC BANK PLC CREDIT SUISSE SECURITIES (USAEUROPE) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICALIMITED DEUTSCHE BANK AG, INC. LONDON BRANCH THE ROYAL BANK OF SCOTLAND PLC By: BARCLAYS CAPITAL INC. BANK PLC By: /s/ Mxxx Xxxxxx Xxxxxxxx Xxxxxxx Name: Mxxx Xxxxxx Xxxxxxxx Xxxxxxx Title: Managing Director Authorised Attorney By: BOFA SECURITIES, INC. CREDIT SUISSE SECURITIES (EUROPE) LIMITED 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 Xxxxx X. Xxxxx Name: Jxxxxx Xxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA/s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director BY: DEUTSCHE BANK AG, INC. LONDON BRANCH By: /s/ Oxxx X. Xxxxx Xxxxxx Xxxx Name: Oxxx X. Xxxxx 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 Underwriting Agreement dated February 2November 19, 2022 2014 Registration No. 333-230099 190160 Representatives: Barclays Capital Inc. 700 Xxxxxxx Bank PLC 5 Xxx Xxxxx Xxxxxxxxx Xxxxxx New YorkXxxxx 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, NY 10019 London Branch Winchester House 0 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Registration FaxDesk The Royal Bank of Scotland plc 000 Xxxxxxxxxxx Xxxxxx XX0X 0XX Tel: 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-+00 00 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-+00 00 0000 Email0000 Attn: txx.xxxxxxxx@xx.xxxx.xxx Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New YorkIssues, 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 Syndicate Desk Title, Purchase Price and Description of Securities: Title: 2.2001.250% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC as amended including by Directive 2010/73/EU and includes any relevant implementing measure in the Relevant Member State.

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx X. Xxxxxxxx Title: /s/ Xxxx XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. 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 several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BOFA SECURITIESUnderwriting Agreement: Dated May 25, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By2011 Registration Statement No.: 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 159366 Representatives: Barclays Capital Deutsche Bank Securities 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 00 Xxxx Xxxxxx New YorkXxx Xxxx, NY 10172 Attention: Debt Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Title, Purchase Price and Description of Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”)XX 00000

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BOFA SECURITIESBNP PARIBAS SECURITIES CORP. XXXXXXX, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INCXXXXX & CO. 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 Xxxxxx 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 Underwriting Agreement dated February August 2, 2022 2010 Registration No. 333-230099 168333 Representatives: Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New YorkBNP Paribas Securities Corp. Xxxxxxx, 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 & Co. Title, Purchase Price and Description of Securities: Title: 2.2001.000% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: European Economic Area Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company except as set forth in this underwriting agreement. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of 1. an average of at least 250 employees during the last financial year; 2. a total balance sheet of more than €43,000,000 and 3. an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “2027 Notes”)offer of Notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer Xxxxx The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. 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. BARCLAYS CAPITAL INC. BOFA SECURITIESUnderwriting Agreement: Dated February 25, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By2008 Registration Statement No.: 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 134327 Representatives: Barclays Capital Inc. 700 Xxxxxxx Banc of America Securities LLC 0 Xxxx 00xx Xxxxxx New YorkXxx Xxxx, 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 XX 00000 HSBC Securities (USA) Inc. 400 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 New YorkBrothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, 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 XX 00000 Attention: Debt Capital Markets Toll Free- Telecom, Media Technology Group Co-Managers: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx TitleBNP Paribas Securities Corp. Deutsche Bank Securities Inc. Greenwich Capital Markets, Purchase Price and Description Inc. Xxxxxx Xxxxxxx & Co. Incorporated SG Americas Securities, LLC Title of Securities: Title: 2.200% Floating Rate Global Notes due 2027 (the “2027 Notes”)September 3, 2009 Ranking: Senior unsecured obligations ranking equally with all other senior 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. Purchase Price: 99.90% Offering Price: 100.00%

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxx X. Xxxxxxxx Title: 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. BARCLAYS CAPITAL INC. BOFA SECURITIESUnderwriting Agreement: Dated December 6, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By2011 Registration Statement No.: 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 159366 Representatives: Barclays Capital Inc. 700 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 New YorkXxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, NY 10019 AttnXX 00000 Joint Bookrunners: Syndicate Registration FaxXxxxxxx, Sachs & Co. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Co-Managers: 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 BNP Paribas Securities Corp. Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx New York, NY 10013 Attention: General Counsel Fax: 600-000-0000 Credit Suisse Securities (USA) LLC HSBC Securities (USA) Inc. 400 Xxxxxxx Lynch, Pierce, Xxxxxx & 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 Incorporated Mizuho Securities USA Inc. RBS Securities Inc. Xxxxx Fargo Securities, 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 Title of Securities: Title: 2.2002.625% Global Notes due 2027 December 9, 2014 Ranking: Senior unsecured obligations ranking equally with all other senior unsecured indebtedness of HP from time to time outstanding Principal Amount: $650,000,000 Interest Rate: 2.625% per annum. Purchase Price: 99.746% Offering Price: 99.946% Interest Payment Dates: Semiannually; June 9 and December 9 of each year, commencing June 9, 2012 (subject to the “2027 following business day convention). Method of Calculation: 30/360 Subordination Provisions: None The Company will have the right to redeem the 2.625% Global Notes”), in whole or in part on at least 30 days’ but no more than 60 days’ prior written notice mailed to the registered holders of the

Arm’s Length Transaction. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the Securities securities pursuant to this Agreement is an arm’sarm's-length commercial transaction between the CompanyCompany 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 CompanyCompany or any Selling Stockholder, (iii) no Underwriter has assumed an advisory of or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering Offering contemplated hereby or the 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 obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Company or any Selling Stockholder has consulted its own legal and financial advisors to the 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 CompanyCompany 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 is in accordance with your correctly sets forth the understanding of our agreementbetween the Underwriters, the Selling Stockholders and the Company, please sign and return to us so indicate in the enclosed duplicate hereofspace provided below for that purpose, whereupon this letter and your acceptance shall represent constitute a binding agreement among the Company Company, the Selling Stockholders and the several UnderwritersUnderwriters in accordance with its terms. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: Sxxxx X. Xxxxxxxx Title: Vice President 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 Treasurer The 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, 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 Agreement is hereby confirmed correctly sets forth the understanding between the Underwriters, the Selling Stockholders and accepted 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, 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, 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 specified in first above written. MAXIM GROUP LLC As the Representative of the several Underwriters listed on 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 ByAddress for Notice: BOFA SECURITIES000 Xxxx Xxxxxx, INC. By00xx Xxxxx Xxx Xxxx, XX 00000, Attention: /s/ Lxxxxx Xxxxxxxx NameXxxxx Xxxxxx, Facsimile: 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 (USA000) 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 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 Securities0000, Inc. 1000 Xxxxxxxxemail: xxxxxxx@xxxxxxxx.xxx Copy (which shall not constitute notice) to: Ellenoff Xxxxxxxx & Schole LLP, 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 YorkXxxxxxxx, NY 10020 SMBC Nikko Securities AmericaXxx Xxxx, Inc. 200 Xxxx Xxxxxx New YorkXX 00000, NY 10172 Attention: Debt Capital Markets Toll FreeXxxxx X. Xxxxxxxx, Esq., Facsimile: 1-(000) 000-000-0000 E-mail0000, email: pxxxxxxxxx@xxxxxxxxx-xx.xxx Titlexxxxxxxxxx@xxxxxx.xxx Maxim Group LLC $ Tuscany Shipping Corp. $ 4 Sweet Dreams, Purchase Price and Description of Securities: Title: 2.200% Notes due 2027 S.A. $ Abra Marinvest Inc. $ (the “2027 Notes”)a) This Selling Stockholder is represented by Xxxxxx & Xxxxxx.

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxx X. Xxxxxxxx Title: 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. 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. BARCLAYS CAPITAL INC. BOFA SECURITIESUnderwriting Agreement: Dated May 21, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES 2009 Registration Statement No.: 333-159366 Representatives: Banc of America Securities LLC 0 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Credit Suisse Securities (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICAEleven Xxxxxxx Xxxxxx Xxx Xxxx, INC. By: BARCLAYS CAPITAL INC. By: /s/ Mxxx XX 00000 Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Name: Mxxx Xxx Xxxx, XX 00000 Xxxxxx Title: Managing Director By: BOFA SECURITIESXxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. XX 00000 RBS Securities Inc. 000 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 AMERICAXxxx Xxxxxxxxx, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333XX 00000 Co-230099 RepresentativesManagers: 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 BNP Paribas Securities Corp. HSBC Securities (USA) Inc. 400 Xxxxx Xxxxxx New YorkMitsubishi UFJ Securities (USA) Inc. Wachovia Capital Markets, 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 Title of Securities: Title: 2.200% Floating Rate Global Notes due 2027 (the “2027 Notes”)May 27, 2011 Ranking: Senior unsecured obligations ranking equally with all other senior 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. Purchase Price: 99.85%

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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 INCBNP PARIBAS HSBC BANK PLC XXXXXX XXXXXXX & CO. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. INTERNATIONAL PLC UBS LIMITED By: BARCLAYS CAPITAL INC. BNP PARIBAS By: /s/ Mxxx X. Xxxxx-Xxxxxx Name: Mxxx X. Xxxxx-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 Authorized Attorney Underwriting Agreement dated February 2October 30, 2022 2008 Registration No. 333-230099 145104 Representatives: Barclays Capital Inc. 700 Xxxxxxx BNP Paribas 00 Xxxxxxxx Xxxxxx New York, NY 10019 Xxxxxx XX00XX Attn: Fixed Income Syndicate Registration Fax: 600-000-000 BofA Securities, Inc. 1000 Xxxxxxxx, XX0-540-26-02 New York, NY 10036 Attention+ 00 (0) 00 0000 0000 HSBC Bank plc 0 Xxxxxx Xxxxxx Xxxxxx X00 0XX Tel: High Grade Debt Capital Markets Transaction Management/Legal + 00 00 0000 0000 Fax: 200-000-+ 00 00 0000 Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx New York, NY 10013 Attention0000 Email: General Counsel Fax: 600-000-0000 HSBC Securities (USA) Inc. 400 Xxxxx Xxxxxx New York, NY 10018 Attentionxxxxxxxxxxx.xxxxxxxxxx@xxxxxx.xxx Attn: Transaction Management Group PhoneXxxxxx Xxxxxxx & Co. Incorporated plc 00 Xxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxx X00 0XX Tel: 1-000-000-000 0000 0000 Fax: 1-000-000-000 0000 0000 Email: txx.xxxxxxxx@xx.xxxx.xxx Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New Yorkxxxxxxxxx@xxxxxxxxxxxxx.xxx Attn: Head of Transaction Management Group, NY 10020 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, NY 10172 Attention: Debt Global Capital Markets Toll FreeUBS Limited 000 Xxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Tel: 1-000-000-+ 00 (0) 00 0000 E-mail0000 Fax: pxxxxxxxxx@xxxxxxxxx-xx.xxx + 00 (0) 00 0000 0000 Attn: MTNs and Private Placements Title, Purchase Price and Description of Securities: Title: 2.2006.625% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): As set forth in a schedule delivered on the date hereof on behalf of the Underwriters. 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company except as set forth in this underwriting agreement. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of 1. an average of at least 250 employees during the last financial year; 2. a total balance sheet of more than €43,000,000; and 3. an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “2027 Notes”)offer of Notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC DEUTSCHE BANK SECURITIES (USA) INC. MIZUHO X.X. XXXXXX SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICAXXXXX FARGO SECURITIES, INC. LLC By: BARCLAYS CAPITAL DEUTSCHE BANK SECURITIES INC. By: /s/ Mxxx Xxxxxx Xxxxx Xxxxxxxx Name: Mxxx Xxxxxx Xxxxx Xxxxxxxx Title: Managing Director By: BOFA SECURITIES, INC. Director/CMTS North America By: /s/ Lxxxxx Xxxxxxxx Xxx Xxxxxxxxxxx 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 Xxx Xxxxxxxxxxx Title: Managing Director Underwriting Agreement dated February 2May 9, 2022 2011 Registration No. 333-230099 168333 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 Deutsche Bank Securities Inc. X.X. Xxxxxx New YorkSecurities LLC Xxxxx Fargo Securities, 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 Securities: Title: 2.2001.250% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx 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 CAPITAL INCBANK PLC DEUTSCHE BANK AG, LONDON BRANCH XXXXXXX XXXXX & CO. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. SOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG COMMERZBANK AG ING BANK N.V. BELGIAN BRANCH STANDARD CHARTERED BANK By: BARCLAYS CAPITAL INC. BANK PLC By: /s/ Mxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Name: Mxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Title: Managing Director By: BOFA SECURITIESDEUTSCHE BANK AG, INC. LONDON BRANCH By: /s/ Lxxxxx Xxxxxxxx Xxxx X. XxXxxx Name: Lxxxxx Xxxxxxxx Xxxx X. XxXxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxx Xxxxxxxxx Name: Bxxxx X. Xxxxxx Xxxxxxxxx Title: Managing Director By: HSBC SECURITIES (USA) INCXXXXXXX XXXXX & CO. LLC By: /s/ Pxxxxxx Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President By: SOCIÉTÉ GÉNÉRALE By: /s/ Xxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxx Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC UNICREDIT BANK AG By: /s/ Jxxxxx X. Xxxxx Xxxxxxxx Xxxxx/Xxxxxxxx Xxxx Name: Jxxxxx X. Xxxxx 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: SMBC NIKKO SECURITIES AMERICA, INC. STANDARD CHARTERED BANK By: /s/ Oxxx X. Xxxxx Xxxxxxx Xxxxxxx Name: Oxxx X. Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director Head of Debt Capital Markets, Europe Underwriting Agreement dated February 2May 16, 2022 2017 Registration No. 333-230099 212685 Representatives: Barclays Capital Inc. 700 Xxxxxxx 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 New York, NY 10019 Xxxxxx XX0X 0XX Fax: +00 (000) 000 0000 Attn: Syndicate Registration Fax: 600-000-Desk Xxxxxxx Xxxxx & Co. LLC 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 10282-2198 Attention: Debt Capital Markets Toll FreeRegistration Department Société Générale 00 Xxxxxxx Xxxxxx London E1 6EG United Kingdom Tel: 1-000-000-+0000 0000 E-mail0000 Fax: pxxxxxxxxx@xxxxxxxxx-xx.xxx +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: 2.2000.950% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the “2027 Notes”)Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions:

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS RBC CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIESMARKETS, 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 LLC By: HSBC SECURITIES (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx Dxxxx X. Xxxxx Name: Jxxxxx Dxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director Senior Vice President Underwriting Agreement dated February 25, 2022 2013 Registration No. 333-230099 168333 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 Inc. RBC Capital Markets, 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 Securities: Title: 2.2001.250% Notes due 2027 (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 “2027 Notes”)principal amount of 2018 Notes plus accrued interest from February 8, 2013 Floating Rate Notes - 99.900% of the principal amount of Floating Rate Notes plus accrued interest from February 8, 2013 Offering price: 2018 Notes - 99.542% of the principal amount of 2018 Notes plus accrued interest from February 8, 2013 Floating Rate Notes - 100.000% of the principal amount of Floating Rate Notes plus accrued interest from February 8, 2013 Interest: 2018 Notes Payable on February 8 and August 8 of each year, commencing on August 8, 2013 Floating Rate Notes - Payable on February 4, May 4, August 4 and November 4 of each year, commencing May 4, 2013. Sinking fund provisions: None.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BARCLAYS CAPITAL BNP PARIBAS SECURITIES CORP. XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED RBS SECURITIES INC. BOFA XXXXX FARGO SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INC. XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxx 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 Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 168333 Representatives: Barclays Capital BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated RBS Securities Inc. 700 Xxxxxxx Xxxxxx New York, NY 10019 Attn: Syndicate Registration Fax: 600-000-000 BofA Xxxxx Fargo 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 Securities: Title: 2.2000.450% Notes due 2027 2016 1. 625% Notes due 2020 Principal amount: 2016 Notes - $1,000,000,000 2020 Notes - $1,250,000,000 Purchase price: 2016 Notes - 99.568% of the principal amount of 2016 Notes plus accrued interest from May 7, 2013 2020 Notes – 98.949% of the principal amount of 2020 Notes plus accrued interest from May 7, 2013 Offering price: 2016 Notes - 99.718% of the principal amount of 2016 Notes plus accrued interest from May 7, 2013 2020 Notes – 99.249% of the principal amount of 2020 Notes plus accrued interest from May 7, 2013 Interest: 2016 Notes Payable on May 6 and November 6 of each year, commencing on November 6, 2013 2020 Notes - Payable on May 15 and November 15 of each year, commencing November 15, 2013. Sinking fund provisions: None. Redemption provisions: The Notes of each series 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 7, 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. 3. The last sentence of Section 7(b) shall be deleted and replaced by the following text: The Company acknowledges that the statements set forth in the last paragraph of the cover page of the Preliminary Final Prospectus and the Final Prospectus, the sentence “The underwriters have informed IBM that they intend to make a market in the Notes but are under no obligation to do so and such market making may be terminated at any time without notice.” and the statements contained in the fourth and seventh through ninth paragraphs and the first, fourth, fifth, sixth and eighth sentences of the tenth paragraph under the caption “Underwriting” in the Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Basic Prospectus, any Preliminary Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Final Prospectus, and you, as the Representatives, confirm that such statements are correct. 4. The following shall be an additional condition added to Section 5: The Company shall have furnished to the Representatives the opinion of Xxxxxxx, Swaine & Xxxxx LLP, counsel to the Company, dated the Closing Date to the effect that the statements under the caption “United States Taxation” in the Disclosure Package and the Final Prospectus constitute a fair presentation of the material U.S. federal income tax consequences to holders of Securities. 5. For purposes of Section 8, the 2016 Notes and 2020 Notes shall be treated as two separate series of Securities, and Section 8 shall apply to each series as if this Underwriting Agreement applied solely to such series.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BARCLAYS CAPITAL INCDEUTSCHE BANK AG, LONDON BRANCH GXXXXXX, SXXXX & CO. BOFA SECURITIESSOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG BANCA IMI S.P.A. BANCO BILBAO VIZCAYA ARGENTARIA, INC. CITIGROUP GLOBAL MARKETS INC. HSBC S.A. LLOYDS BANK PLC SANTANDER INVESTMENT SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INCDEUTSCHE 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/ Mxxx Mxxxxxx Xxxxxx Name: Mxxx Mxxxxxx Xxxxxx Title: Managing 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: BOFA SECURITIES, INC. /s/ Mxxxxxxx Xxxx Name: Mxxxxxxx Xxxx Title: Associate Director By: BANCA IMI S.P.A. By: /s/ Lxxxxx Xxxxxxxx Pxxxxxxx Xxxxxxxxx Name: Lxxxxx Xxxxxxxx Pxxxxxxx Xxxxxxxxx Title: Managing Head of Debt Capital Markets By: BANCO BILBAO VIZCAYA ARGENTARIA, S.A. By: /s/ Gxxxxxxxx Xxxxxx Name: Gxxxxxxxx Xxxxxx Title: Executive 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 Rxxxxxx Xxxxxxx Name: Pxxxxxx Rxxxxxx Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC LLOYDS BANK PLC By: /s/ Jxxxxx X. Xxxxx Rxxxxx Xxxxxx Name: Jxxxxx X. Xxxxx Rxxxxx Xxxxxx Title: Director DCM By: SANTANDER INVESTMENT SECURITIES INC. By: /s/ Lxxx Xxxxxxx Name: Lxxx Xxxxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Jxxxxx Xxxxx Name: Oxxx X. Jxxxxx Xxxxx Title: Managing Director Senior Vice President Underwriting Agreement dated February 2October 31, 2022 2013 Registration No. 333-230099 190160 Representatives: Barclays Capital Inc. 700 Xxxxxxx Deutsche Bank AG, London Branch Winchester House 1 Xxxxx Xxxxxxxxxx Xxxxxx New York, NY 10019 Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Registration FaxDesk Gxxxxxx, Sxxxx & Co. 200 Xxxx Xx. Xxx Xxxx, XX 00000 Tel: 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 EmailAttn: txx.xxxxxxxx@xx.xxxx.xxx Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10020 SMBC Nikko Securities America, Inc. Registration Department Société Générale 200 Xxxx Xxxxxx New YorkXxx Xxxx, NY 10172 AttentionXX 00000 Attn: Debt Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Syndicate Desk GLFI/SYN/CAP/BND UniCredit Bank AG Axxxxxxxxxxxxxxx 00 00000 Xxxxxx, Xxxxxxx Title, Purchase Price and Description of Securities: Title: 2.2001.875% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. 3. The last sentence of Section 7(b) shall be deleted and replaced by the following text: The Company acknowledges that the statements set forth in the last paragraph of the cover page of the Preliminary Final Prospectus and the Final Prospectus, the sentence “The underwriters have informed IBM that they intend to make a market in the Notes but are under no obligation to do so and such market making may be terminated at any time without notice.” and the statements contained in the fourth and eighth and ninth paragraphs and the first, third and fourth sentences of the tenth paragraph under the caption “Underwriting” in the Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Basic Prospectus, any Preliminary Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Final Prospectus, and you, as the Representatives, confirm that such statements are correct. 4. The following shall be an additional condition added to Section 5: The Company shall have furnished to the Representatives the opinion of Cxxxxxx, Swaine & Mxxxx LLP, counsel to the Company, dated the Closing Date to the effect that the statements under the caption “United States Taxation” in the Disclosure Package and the Final Prospectus constitute a fair presentation of the material U.S. federal income tax consequences to holders of Securities. 5. The following shall be a new Section 15:

Arm’s Length Transaction. The Each of the Issuer and the Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and 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 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 offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer or the Company on other matters) or any other obligation to the Issuer or the Company except the obligations expressly set forth in this Agreement and (iv) the Company it has consulted its own legal and financial advisors to the extent it deemed appropriate. The Each of the Issuer 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 Issuer or 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: Sxxxx X. Xxxxxxxx Mxxxxx Xxxxxxxxx Title: Vice President By: /s/ Mxxxxx Xxxxxxxxx Name: Mxxxxx Xxxxxxxxx Title: Member of the Board 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 Schedule Scheduled 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 Underwriting Agreement dated February 2August 8, 2022 2007 Registration No. 333300-230099 000000-00 Representatives: Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New YorkDeutsche Bank Securities Inc., NY 10019 Attn: Syndicate Registration Fax: 600-000-000 BofA SecuritiesJ.X.Xxxxxx Securities Inc., Inc. 1000 XxxxxxxxLxxxxx Brothers Inc., XX0-540-26-02 New YorkMxxxxxx Lynch, NY 10036 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: 200-000-0000 Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx New YorkPxxxxx, 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 Fxxxxx & Sxxxx Incorporated and Mxxxxx Sxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 2.200% Floating Rate Notes due 2027 (2009 Principal amount: $2,600,000,000 Purchase price: 99.92% of the “2027 Notes”)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 February 13, May 13, August 13 and November 13 of each year, commencing on November 13, 2007 Sinking fund provisions: None.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx X. Xxxxxxxx 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. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC CREDIT SUISSE SECURITIES (USAEUROPE) INCLIMITED DEUTSCHE BANK AG, LONDON BRANCH GXXXXXX, SXXXX & CO. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICAMXXXXX SXXXXXX & CO. INTERNATIONAL PLC BANCA IMI S.P.A. BANCO SANTANDER, INC. S.A. SOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG By: BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/A. Gull Name: Axxxxx Xxxx Title: Director By: /s/Sxxxxxxxx Xxxxxxx Name: Sxxxxxxxx Xxxxxxx Title: Senior Counsel By: /s/ Mxxx Axxxxxxx Xxxxxxx Name: Axxxxxxx Xxxxxxx Title: Senior Counsel By: /s/Axxx X. Xxxxxx Name: Mxxx Axxx X. Xxxxxx Title: Vice President By: /s/Jxxx Xxxxxx Name: Jxxx 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. /s/Pxxxxxxx Xxxxxxxxx Name: Bxxxx X. Pxxxxxxx Xxxxxxxxx Title: Managing Director Head of Debt Capital Markets By: HSBC SECURITIES (USA) INC. /s/Rxxxxx Xxxxxxxxxx /s/ Argent Veseli Name: Rxxxxx Broecherer Argent Vxxxxx Title: E.D E.D. SOCIÉTÉ GÉNÉRALE By: /s/ Pxxxxxx Xxxxxxx Name: Pxxxxxx Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA LLC By: /s/ Jxxxxx X. /s/Bxxxxxx Xxxxx Name: Jxxxxx X. Bxxxxxx Xxxxx Title: Managing Director Global Co-Head of Corporate Origination UNICREDIT BANK AG By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. /s/Mxxxxxx Xxxxxxx /s/Cxxxxxxxx Xxxxx Name: Oxxx X. Mxxxxxx Xxxxxxx Cxxxxxxxx Xxxxx Title: Managing Director Director Underwriting Agreement dated February 2November 12, 2022 2012 Registration No. 333-230099 168333 Representatives: Barclays Capital Inc. 700 Xxxxxxx Credit Suisse Securities (Europe) Limited Oxx Xxxxx Xxxxxx New YorkXxxxxx X00 0XX Tel: +00 (0) 00 0000 0000 Fax: +00 (0) 00 0000 0000 Attn: MTN Trading Desk Deutsche Bank AG, NY 10019 London Branch Winchester House 1 Xxxxx Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX Fax Number: +00 (000) 000 0000 Attn: Syndicate Registration FaxDesk Gxxxxxx, Sxxxx & Co. 200 Xxxx Xx. Xxx Xxxx, XX 00000 Tel: 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 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: txx.xxxxxxxx@xx.xxxx.xxx Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New Yorktxxxxxxxx@xxxxxxxxxxxxx.xxx Attn: Head of Transaction Management Group, NY 10020 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, NY 10172 Attention: Debt Global Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Title, Purchase Price and Description of Securities: TitlePrincipal amount: 2.200€1,000,000,000 Purchase price: 99.283% of the principal amount of the Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. 3. The last sentence of Section 7(b) shall be deleted and replaced by the following text: “The Company acknowledges that the statements set forth in the last paragraph of the cover page of the Preliminary Final Prospectus and the Final Prospectus, the sentence “The underwriters have informed IBM that they intend to make a market in the Notes but are under no obligation to do so and such market making may be terminated at any time without notice.” and the statements contained in the fourth and eighth through tenth paragraphs and the first, third and fourth sentences of the eleventh paragraph under the caption “Underwriting” in the Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Basic Prospectus, any Preliminary Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Final Prospectus, and you, as the Representatives, confirm that such statements are correct. 4. The following shall be an additional condition added to Section 5: The Company shall have furnished to the Representatives the opinion of Cxxxxxx, Swaine & Mxxxx LLP, counsel to the Company, dated the Closing Date to the effect that the statements under the caption “United States Taxation” in the Disclosure Package and the Final Prospectus constitute a fair presentation of the material U.S. federal income tax consequences to holders of Securities. 5. The following shall be a new Section 15:

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. 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 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 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 Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”).

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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 IBM CREDIT LLC By: /s/ Axxx Xxxxxx Name: Sxxxx X. Xxxxxxxx Axxx Xxxxxx Title: Vice President and Treasurer 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. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC J.X. XXXXXX SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICAMXXXXXX LXXXX, INC. By: BARCLAYS CAPITAL INC. PXXXXX, FXXXXX & SXXXX INCORPORATED WXXXX FARGO SECURITIES, LLC By: /s/ Mxxx Xxxxxx Axxx X. Xxxxxxx Name: Mxxx Xxxxxx Axxx X. Xxxxxxx Title: Managing Director Vice President By: BOFA SECURITIES, INC. /s/ Som Bxxxxxxxxxxxx Name: Som Bxxxxxxxxxxxx Title: Executive Director By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Bxxxx X. Xxxxxxxxx Cxxxxxx Xxxxxx Name: Bxxxx X. Xxxxxxxxx Cxxxxxx Xxxxxx 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 Underwriting Agreement dated February 2September 5, 2022 2017 Registration No. 333-230099 219724 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 Fax: (000) 000-0000 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 Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”)Counsel

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx 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 XXXXXXX, SACHS & CO. RBC CAPITAL MARKETS, LLC SANTANDER INVESTMENT SECURITIES INC. BOFA SECURITIESU.S. BANCORP INVESTMENTS, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICAXXXXXXX, INC. By: BARCLAYS CAPITAL INCXXXXX & CO. By: /s/ Mxxx Xxxx Xxxxxx Name: Mxxx Xxxx Xxxxxx Title: Managing Vice President By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director By: BOFA SECURITIES, INC. /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President By: /s/ Lxxxxx Xxxxxxxx Xxxx Xxxxxxxxxx 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 Xxxx Xxxxxxxxxx Title: Managing Director Underwriting Agreement dated February 2November 4, 2022 2015 Registration No. 333-230099 190160 Representatives: Barclays Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Registration Department RBC Capital Inc. 700 Xxxxxxx Xxxxxx Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx, 8th Floor New York, NY 10019 Attn: Syndicate Registration 10281 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– Xxxxx Xxxxxxxx Santander Investment Securities Inc. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: 1-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: 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 Securities: Title: 2.2002.875% Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive. provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 0000/00/XX. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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/ 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. BARCLAYS BNP PARIBAS SECURITIES CORP. J.X. XXXXXX SECURITIES LLC RBC CAPITAL MARKETS, LLC SANTANDER INVESTMENT SECURITIES INC. BOFA WXXXX FARGO SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INCBNP PARIBAS SECURITIES CORP. By: /s/ Mxxx Xxxxxx B. Xxxxxxxx Axxxxxxx Name: Mxxx Xxxxxx B. Xxxxxxxx Axxxxxxx Title: Managing Director By: BOFA SECURITIESJ.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/ Lxxxxx Vxxxxx Xxxxxx Name: Vxxxxx Xxxxxx Title: Vice President By: /s/ Dxxxxx Xxxxxxxx Name: Lxxxxx Dxxxxx Xxxxxxxx Title: Managing Executive 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 WXXXX FARGO SECURITIES, LLC By: /s/ Jxxxxx X. Xxxxx Cxxxxxx Xxxxxx Name: Jxxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Cxxxxxx Xxxxxx Title: Managing Director Underwriting Agreement dated February 2July 20, 2022 Registration No. 333-230099 262911 Representatives: Barclays Capital Inc. 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, NY 10019 AttnNew York 10179 Attention: Investment Grade Syndicate Registration Desk Fax: 600-(000) 000-000 BofA Securities0000 RBC Capital Markets, Inc. 1000 XxxxxxxxLLC 200 Xxxxx Xxxxxx, XX0-540-26-02 8th Floor New York, NY 10036 New York 10281 Fax: (000) 000-0000 Email: rxxxxxxxxxxxxxxxxxxxxxxxxx@xxxxx.xxx Attention: High Grade Debt Capital Markets Transaction Management/Legal Syndicate Operations Santander Investment Securities Inc. 40 Xxxx 00xx Xxxxxx, 5th Floor New York, New York 10022 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 DXXXxxxxxxx@xxxxxxxxx.xx Attention: Debt Capital Markets Toll FreeWxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Attention: 1-000-000-0000 E-mailTransaction Management Email: pxxxxxxxxx@xxxxxxxxx-xx.xxx txxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx Title, Purchase Price and Description of Securities: Title: 2.2004.000% Notes due 2027 2025 (the “2027 2025 Notes”)

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Underwriters are acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities 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 Company or any other person. Additionally, no Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (irrespective of whether such Underwriter has advised written or is currently advising oral) between the Company on other matters) or any other obligation to the Company except the 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 of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty with respect to the Company, in connection with such transaction or the process leading theretosubject 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 among between the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION PROSPECT GLOBAL RESOURCES INC. By: /s/ Xxxxx Xxxx . Name: Sxxxx X. Xxxxxxxx Xxxxx Xxxx Title: Vice President and Treasurer Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted on as of the date specified in Schedule I heretofirst above written. For themselves and the other several UnderwritersBy: /s/ Xxxxxx Xxxxxxxx Authorized Signatory XXXX CAPITAL PARTNERS, 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 AMERICABy: /s/ Xxxxx X. Xxxxxxxx Authorized Signatory STERNE AGEE & XXXXX, INC. By: BARCLAYS CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA X. Xxxxx Authorized Signatory XXXXXXXXXX SECURITIES, INC. By: /s/ Lxxxxx Xxxxxxxx Name: Lxxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. Xxxxxx Gaia Authorized Signatory GILFORD SECURITIES INCORPORATED By: /s/ Bxxxx Xxxxxx X. Xxxxxxxxx Name: Bxxxx X. Xxxxxxxxx Title: Managing Director By: HSBC SECURITIES (USA) INC. By: /s/ Pxxxxxx Xxxxxxx Name: Pxxxxxx Authorized Signatory Xxxxxxx Title: Managing Director By: MIZUHO SECURITIES USA Xxxx & Company 5,005,000 XXXX Capital Partners, LLC By: /s/ Jxxxxx X. Xxxxx Name: Jxxxxx X. Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA4,235,000 Sterne Agee & Xxxxx, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director 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 3,696,000 Xxxxxxxxxx Securities, Inc. 1000 Xxxxxxxx2,310,000 Gilford Securities Incorporated 154,000 Total 15,400,000 Pricing Term Sheet, XX0-540-26-02 New Yorkdated June 29, NY 10036 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: 200-000-0000 Citigroup Global Markets Inc. 300 Xxxxxxxxx Xxxxxx New York2012, NY 10013 Attention: General Counsel Fax: 600-000-0000 HSBC in the form filed with the Commission. 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, 2012 (a) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Securities (USAa “Selling Firm”), to comply with the applicable provisions of the Act in connection with the distribution of the Securities and shall offer the Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm, to offer for sale to the public and sell the Shares only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Inc. 400 Xxxxx Xxxxxx New YorkNotwithstanding the foregoing, NY 10018 Attention: Transaction Management Group Phone: an Underwriter will not be liable for any breach under this Exhibit A by another Underwriter if the Underwriter first mentioned is not itself also in breach of this Exhibit A. 1. The Company has the necessary corporate power and authority to execute and deliver the (i) Agreement and (ii) each of the Registration Statement, the Base Prospectus, the Preliminary Prospectus, the Final Prospectus and any Issuer Free Writing Prospectus (collectively, the “Prospectuses”). All necessary corporate action has been taken by the Company to authorize the execution and delivery by it of the Agreement and each Prospectus and the performance by the Company of its obligations thereunder. The Agreement has been duly authorized, executed and delivered by the Company. 2. When issued in accordance with the provisions of the Agreement, the Securities will be validly issued, fully paid and non-000assessable. 3. Based solely upon telephone communications between an attorney of this firm and a member of the Securities and Exchange Commission (“SEC”) staff, the Registration Statement has become effective under the Securities Act. To our knowledge, no stop order suspending the effectiveness of the Registration Statement or suspending or preventing the use of the preliminary prospectus filed with the SEC on June 19, 2012 or any other prospectus filed pursuant to Rule 424(b) promulgated pursuant to the Securities Act (collectively, the “Prospectus”) has been issued and no proceedings for that purpose have been instituted or are threatened by the SEC. The required filings of the Prospectus pursuant to Rule 424(b) have been made in the manner and within the time period required by Rule 424(b). 4. On the Effective Date, the Registration Statement (except for the financial statements and notes and supporting schedules included therein, as to which we express no opinion) did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the date hereof, the Final Prospectus (and any supplement thereto) (except for the financial statements and notes and supporting schedules included therein, as to which we express no opinion) complied or will comply, as applicable, as to form in all material respects with the applicable requirements of the Act; as of the Applicable Time and the date hereof, the Disclosure Package (except for the financial statements and notes and supporting schedules included therein, as to which we express no opinion), complied or will comply, as applicable, as to form in all material respects with the requirements of the Act. 5. The documents incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package (except for the exhibits thereto, financial statements and notes and supporting schedules included therein, as to which we express no opinion)), when they were filed with the SEC, complied as to form in all material respects with the requirements of the Exchange Act. 6. The execution, delivery and performance on the date hereof by the Company of the Agreement do not (i) violate the Corporation Act or the Articles of Incorporation or Bylaws of the Company, or (ii) violate any provision of Applicable Federal Law or any provision of Applicable State Law. 7. No approval or consent of, or registration or filing with, any federal governmental agency or any Nevada governmental agency is required to be obtained or made by the Company under Applicable Federal Law or Applicable State Law or under the Corporation Act in connection with the execution, delivery and performance on the date hereof by the Company of the Agreement or consummation of the transactions contemplated by this Agreement. 8. The Securities have been authorized for listing by the NASDAQ. 9. The Company is not, and immediately following the issuance and sale of the Securities and the application of the proceeds thereof as described in the Final Prospectus will not be an ‘investment company’ within the meaning of the Investment Company Act of 1940, as amended. 10. The statements under the caption “Underwriting” in the Disclosure Package and the Final Prospectus, insofar as such statements purport to summarize certain provisions of the Agreement, fairly summarize such provisions in all material respects. 11. Each of the Company and its Subsidiaries has been duly incorporated or, in the case of AWP, has been duly organized as a limited liability company, and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization with full corporate or limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus 12. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign corporation or limited liability company under the laws of each jurisdiction which requires such qualification and in which the failure to qualify would have a Material Adverse Effect. 13. None of the issue and sale of the Securities, the execution and delivery by the Company of the Agreement and the consummation of any other of the transactions contemplated by the Agreement or the fulfillment of the terms thereof will conflict with, result in a breach or violation of, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to (1) the organizational documents of the Company or its Subsidiaries, (2) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument which is either described in the Registration Statement, Disclosure Package and the Final Prospectus or filed or incorporated by reference as an exhibit to the Registration Statement or any document incorporated by reference in the Registration Statement, Base Prospectus, the Preliminary Prospectus and the Final Prospectus and governed by the laws of Nevada, Arizona or the federal laws of the United States, (3) the Corporation Act or Applicable Federal Law, or (4) any judgment, writ, injunction, ruling, order or decree of any U.S. court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its Subsidiaries or any of its or their properties and identified to us by the Company. 14. The authorized capital stock of the Company conforms in all material respects to the description thereof contained in the Disclosure Package and the Final Prospectus. As of ·, 2012, to our knowledge, · shares of common stock are issued and outstanding, and such shares of Common Stock have been duly and validly authorized and issued and are fully paid and non-000-0000 Fax: 1-000-000-0000 Email: txx.xxxxxxxx@xx.xxxx.xxx Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New Yorkassessable. 15. Except as disclosed in the Registration Statement, NY 10020 SMBC Nikko Securities Americathe Disclosure Package and the Final Prospectus, the Common Stock, including the Securities, are free of statutory preemptive rights and preemptive rights under the Company’s organizational documents and, to our knowledge, contractual preemptive rights, resale rights, rights of first refusal and similar rights. 16. Corporate Stock Transfer, Inc. 200 Xxxx Xxxxxx New Yorkhas been duly appointed by the Company as the Transfer Agent and registrar for the Common Stock, NY 10172 Attention: Debt Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Titleincluding the Securities. 17. To our knowledge, Purchase Price except as described in the Registration Statement, the Disclosure Package and Description the Final Prospectus, no person has the right, pursuant to the terms of Securities: Title: 2.200% Notes due 2027 any contract, agreement or other instrument, to cause the Company to register under the Act any additional Common Stock not already registered or shares of any other share capital or other equity interest of the Company, or to include any such shares or interest in the Registration Statement, the Disclosure Package or the Final Prospectus or the offering contemplated thereby. 18. To our knowledge, the Company is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Securities contemplated by the Registration Statement, the Preliminary Prospectus and the Final Prospectus. 19. The statements in the Preliminary Prospectus and the Final Prospectus under the headings “2027 Notes”)Risk Factors — Risks Related to the Mining Industry — Government regulation may adversely affect our business and results of operations” and “Risk Factors — Risks Related to the Mining Industry — Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations,” insofar as such statements summarize U.S. legal matters, agreements, documents or proceedings discussed therein, are accurate summaries of such legal matters, agreements, documents or proceedings.

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxx X. Xxxxxxxx Title: XxXxxxxx Senior Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. 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. 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 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 Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”).

Arm’s Length Transaction. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the Securities securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany 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 CompanyCompany or any Selling Stockholder, (iii) no Underwriter has assumed an advisory of or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering Offering contemplated hereby or the 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 obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Company or any Selling Stockholder has consulted its own legal and financial advisors to the 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 CompanyCompany 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 is in accordance with your correctly sets forth the understanding of our agreementbetween the Underwriters and the Company, please sign and return to us so indicate in the enclosed duplicate hereofspace provided below for that purpose, whereupon this letter and your acceptance shall represent constitute a binding agreement among the Company and the several UnderwritersUnderwriters in accordance with its terms. 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 UnderwritersAddress for Notice: Xxxxxxxx 00, if any000 00 Xxxxxx Xxxxxx, named in Schedule II to the foregoing Agreement. BARCLAYS CAPITAL INC. BOFA SECURITIESXxxxxx, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES Xxxxxx, Attention: Xxxxxxxxxxx Xxxxxxxxxx, Facsimile: + 30-210-9401-810; email: [ ] Copy (USAwhich shall not constitute notice) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICAto: Xxxxxx & Xxxxxx LLP, INC. Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: [ ], Esq., Facsimile: (000) 000-0000, Email: [ ] By: BARCLAYS CAPITAL INC. By: /s/ Mxxx Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director ByAddress for Notice: BOFA SECURITIES000 Xxxx Xxxxxx, INC. By00xx Xxxxx Xxx Xxxx, XX 00000, Attention: /s/ Lxxxxx Xxxxxxxx Name[ ], Facsimile: 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 (USA000) 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 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 Securities0000, Inc. 1000 Xxxxxxxxemail: xxxxxxx@xxxxxxxx.xxx Copy (which shall not constitute notice) to: Ellenoff Xxxxxxxx & Schole LLP, 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 YorkXxxxxxxx, NY 10020 SMBC Nikko Securities AmericaXxx Xxxx, Inc. 200 Xxxx Xxxxxx New YorkXX 00000, NY 10172 Attention: Debt Capital Markets Toll FreeXxxxx X. Xxxxxxxx, Esq., Facsimile: 1-(000) 000-000-0000 E-mail0000, email: pxxxxxxxxx@xxxxxxxxx-xx.xxx Titlexxxxxxxxxx@xxxxxx.xxx Maxim Group LLC $ Total $ [ ] (a) $ [ ] (a) [ ] (a) Total $ (a) This Selling Stockholder is represented by [Xxxxxx & Xxxxxx], Purchase Price and Description has appointed [●] and [●], and each of Securities: Title: 2.200% Notes due 2027 (them, as the “2027 Notes”)Attorneys in Fact for such Selling Stockholder.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx 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 CAPITAL INC. BOFA BANK PLC BNP PARIBAS HSBC BANK PLC RBC EUROPE LIMITED ING BANK N.V., BELGIAN BRANCH SOCIÉTÉ GÉNÉRALE XXXXX FARGO 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 X. Xxxx Xxxxxxxxx III Name: Mxxx Xxxxxx X. Xxxx Xxxxxxxxx III Title: Managing Director By: BOFA SECURITIES, INC. /s/ Xxxx Xxxxx Xxxxxx Name: Xxxx Xxxxx Xxxxxx Title: Duly Authorised Signatory By: /s/ Lxxxxx Xxxxxxxx Xxxxxx Name: Lxxxxx Xxxxxxxx Xxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. Authorised Signatory 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. Xxxxxxxx Xxxxx Name: Jxxxxx X. Xxxxxxxx Xxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Duly Authorised Signatory By: /s/ Oxxx X. Xxxxx Xxxxxxx Xxxxxxx Name: Oxxx X. Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director Head High Grade Syndicate By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director Underwriting Agreement dated February 24, 2022 2020 Registration No. 333-230099 Representatives: Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New York, NY 10019 AttnBank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Tel: Syndicate Registration Fax: 600-000-000 BofA Securities, Inc. 1000 Xxxxxxxx, XX0-540-26-02 New York, NY 10036 +00 (0) 00 0000 0000 Attention: High Grade Debt Capital Markets Transaction Management/Legal FaxSyndicate BNP Paribas 00 Xxxxxxxx Xxxxxx London NW1 6AA United Kingdom Telephone: 200-000-+00 (0) 00 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-+00 (0) 00 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 0000 Attention: Debt Capital Markets Toll FreeFixed Income Syndicate HSBC Bank plc 0 Xxxxxx Xxxxxx London E14 5HQ, United Kingdom Telephone: 1-000-000-+00 (0) 00 0000 E-mail0000 Fax: pxxxxxxxxx@xxxxxxxxx-xx.xxx +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: 2.2000.300% Notes due 2027 2028 (the “2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriters also agree to abide by the following offering restrictions: Each Underwriter represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the EEA or in the UK. For the purposes of this provision: (a) the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of XxXXX XX; or (iii) not a qualified investor as defined in Regulation (EU) No. 2017/1129; and (b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Arm’s Length Transaction. The Company company acknowledges and agrees that (i) the purchase and sale each 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 Underwriters is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or any agent of, the Company or any other person. Additionally, no Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising the Company Underwriters and shall not be on other matters) or any other obligation to the Company except the 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 behalf 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 HEWLETT-PACKARD COMPANY By: Name: Sxxxx /s/ Xxxx X. Xxxxxxxx Title: 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. 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. BARCLAYS CAPITAL INC. BOFA SECURITIESUnderwriting Agreement: Dated February 23, INC. CITIGROUP GLOBAL MARKETS INC. HSBC SECURITIES 2009 Registration Statement No.: 333-134327 Representatives: Banc of America Securities LLC 0 Xxxxxx Xxxx Xxx Xxxx, XX 00000 Credit Suisse Securities (USA) INCLLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Deutsche Bank Securities Inc. 00 Xxxx Xx. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICAXxx Xxxx, INC. By: BARCLAYS CAPITAL INC. By: /s/ Mxxx XX 00000 Greenwich Capital Markets, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xx 00000 Xxxxxx Name: Mxxx Xxxxxx Title: Managing Director By: BOFA SECURITIESXxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, 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 Underwriting Agreement dated February 2, 2022 Registration No. 333XX 00000 Co-230099 RepresentativesManagers: 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 BNP Paribas Securities Corp. HSBC Securities (USA) Inc. 400 Mitsubishi UFJ Securities International plc Xxxxx Xxxxxx New YorkFargo Securities, 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 Title of Securities: Title: 2.200% Floating Rate Global Notes due 2027 February 24, 2011 Ranking: Senior unsecured obligations ranking equally with all other senior 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. Purchase Price: 99.85% Offering Price: 100% Interest Payment Dates: Quarterly; February 24, May 24, August 24 and November 24 of each year, commencing May 2, 2009 (subject to the “2027 Notes”modified following business day convention). Interest Reset Dates: Quarterly; February 24, May 24, August 24 and November 24 of each year, commencing May 24, 2009 (subject to the modified following business day convention).

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm'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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: CORPORATION, By /s/ Mxxxxx Xxxxxxxxx Name: Sxxxx X. Xxxxxxxx Mxxxxx Xxxxxxxxx Title: Vice President and 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 Schedule Scheduled 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 Underwriting Agreement dated February 2July 23, 2022 2008 Registration No. 333-230099 145104 Representatives: Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New YorkLxxxxx Brothers Inc. Mxxxxxx Xxxxx, NY 10019 Attn: Syndicate Registration Fax: 600-000-000 BofA SecuritiesXxxxxx, 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 Securities: Fxxxxx & Sxxxx. Incorporated Mxxxxx Sxxxxxx & Co. Incorporated Title: 2.200% Floating Rate Notes due 2027 (2011 Principal amount: $1,000,000,000 Purchase price: 99.850% of the “2027 Notes”)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 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 Company's press release dated July 17, 2008 included in the Company's Form 8-K dated July 17, 2008.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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: Sxxxx Sxxxxxx X. Xxxxxxxx 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. BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS INC. HSBC J. X. XXXXXX 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 Rxxxxx Xxxxxxxxx Name: Jxxxxx X. Xxxxx Rxxxxx Xxxxxxxxx Title: Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Oxxx X. Xxxxx Name: Oxxx X. Xxxxx Title: Managing Director Vice President Underwriting Agreement dated February 2October 31, 2022 2014 Registration No. 333-230099 190160 Representatives: Barclays Capital Inc. 700 Xxxxxxx J. X. 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 Securities: Title: 2.200% Floating Rate Notes due 2027 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 letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. The Underwriter agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriter’s knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The Underwriter also agrees to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), the Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “2027 NotesRelevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. The Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Axx 0000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) 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 Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the 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 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/ Mxxx Xxxxxxx Name: Sxxxx X. Xxxxxxxx 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. HSBC GXXXXXX SXXXX & CO. LLC J.X. XXXXXX SECURITIES LLC MIZUHO SECURITIES USA LLC MUFG SECURITIES AMERICAS INC. TD SECURITIES (USA) INC. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: BARCLAYS CAPITAL INC. 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) INCGXXXXXX SXXXX & CO. LLC By: /s/ Pxxxxxx Xxxxxxx Mxxxxxx Xxxxxxxxx Name: Pxxxxxx Xxxxxxx 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: SMBC NIKKO MUFG SECURITIES AMERICA, AMERICAS INC. By: /s/ Oxxx X. Rxxxxxx Xxxxx Name: Oxxx X. Rxxxxxx Xxxxx Title: Managing Director By: TD SECURITIES (USA) LLC By: /s/ Lxxx Xxxxxxxx Name: Lxxx Xxxxxxxx Title: Director Underwriting Agreement dated February 2January 30, 2022 2023 Registration No. 333-230099 262911 Representatives: Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New York, NY New York 10019 Attn: Syndicate Registration Fax: 600-000-000 0000 BofA Securities, Inc. 1000 Xxxxxxxx100 Xxxx 00xx Xxxxxx, XX0-540114-2607-02 01 New York, NY 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, NY New York 10013 Fax: (000) 000-0000 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 Gxxxxxx Sxxxx & Co. LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, NY 10020 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, NY 10172 New York 10282-2198 Attention: Debt Capital Markets Toll Free: 1-000-000-0000 E-mail: pxxxxxxxxx@xxxxxxxxx-xx.xxx Title, Purchase Price and Description of Securities: Title: 2.200% Notes due 2027 (the “2027 Notes”)Registration Department