0001104659-15-045784 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • June 17th, 2015 • Tahoe Resources Inc. • Gold and silver ores • British Columbia

The undersigned, GMP Securities L.P. (“GMP”) and BMO Nesbitt Burns Inc. (together with GMP the “Joint Book-Runners”), as co-lead underwriters and joint book-runners, and CIBC World Markets Inc., HSBC Securities (Canada) Inc., RBC Dominion Securities Inc., Scotia Capital Inc., TD Securities Inc., Citigroup Global Markets Canada Inc., Credit Suisse Securities (Canada), Inc., Goldman Sachs Canada Inc., Laurentian Bank Securities Inc., Merrill Lynch Canada Inc., Morgan Stanley Canada Ltd., Beacon Securities Limited, Canaccord Genuity Corp., Cormark Securities Inc., Dundee Securities Ltd., Macquarie Capital Markets Canada Ltd., Paradigm Capital Inc. and Raymond James Ltd. (collectively, together with the Joint Book-Runners, the “Underwriters” and each individually an “Underwriter”) understand that Goldcorp Inc. and its wholly-owned subsidiary Les Mines Opinaca Ltée (together, “Goldcorp”) proposes to sell to the Underwriters an aggregate of 58,051,692 common shares (the “Purchased Shares”) o

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