RPM INTERNATIONAL INC. 2.25% Convertible Senior Notes due 2020 UNDERWRITING AGREEMENT December 3, 2013 Wells Fargo Securities, LLC Goldman, Sachs & Co.Underwriting Agreement • December 9th, 2013 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that has been entered into by the undersigned prior to the date of this Letter Agreement or any amendment or replacement of any such contract, instruction or plan, so long as the number of shares of Common Stock subject to such contract, instruction or plan is not increased, (ii) the entering into of any contract, instruction or plan complying with Rule 10b5-1 of the Regulations of the Exchange Act, provided that such contract, instruction or plan does not provide for the sale or disposition of Common Stock during the period ending sixty (60) days after the date of the Prospectus, or (iii) transfers of Common Stock by gift, will or intestacy, including without limitation transfers by gift, will or intestacy to family members of the undersigned or to a settlement or trust established under the laws of any jurisdiction, provided that in the case of any transfer pursuant to this clause (iii), (A) each donee shall sign a
