Common use of EXECUTION VERSION Clause in Contracts

EXECUTION VERSION. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, GOLDCORP INC. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President, Treasurer Signature Page to the Underwriting Agreement Accepted: June 4, 2014 HSBC SECURITIES (USA) INC. XXXXXX XXXXXXX & CO. LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. By: HSBC Securities (USA) Inc. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Signature Page to the Underwriting Agreement Underwriter Principal Amount of 2021 Notes Principal Amount of 2044 Notes HSBC Securities (USA) Inc. US$ 176,000,000 US$ 144,000,000 Xxxxxx Xxxxxxx & Co. LLC 176,000,000 144,000,000 CIBC World Markets Corp. 46,200,000 37,800,000 Scotia Capital (USA) Inc. 46,200,000 37,800,000 RBC Capital Markets, LLC 33,000,000 27,000,000 Credit Suisse Securities (USA) LLC 18,150,000 14,850,000 Mitsubishi UFJ Securities (USA), Inc. 18,150,000 14,850,000 RBS Securities Inc. 18,150,000 14,850,000 SMBC Nikko Securities America, Inc. 18,150,000 14,850,000 Total US$ 550,000,000 US$ 450,000,000 Schedule 2 List of Material Subsidiaries of the Company Oroplata SA (Argentina) Desarrollos Mineraros San Xxxx S.A. de C.V. (Mexico) Minera Peñasquito, S.A. de C.V. (Mexico) Goldcorp Canada Ltd. (Canada) Pueblo Viejo Dominicana Corporation (Barbados) Les Mines Opinaca Ltée (Canada) Annex A-1 [Form of Opinion and 10b-5 Statement of U.S. Counsel for the Company]

EXECUTION VERSION. If the foregoing is in accordance with your understanding, please indicate sign and return to us counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement by signing in among Underwriters, the space provided belowform of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, GOLDCORP INC. SCHERING-PLOUGH CORPORATION By: /s/ Xxxxx Xxxxx Rxxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxx Rxxxxx X. Xxxxxxxxx Title: Executive Vice President, Treasurer Signature Page to the Underwriting Agreement Accepted: June 4, 2014 HSBC SECURITIES (USA) INC. XXXXXX XXXXXXX & CO. LLC For themselves President and on behalf Chief Financial Officer Accepted as of the several Underwriters listed in Schedule 1 hereto. Bydate hereof: HSBC Gxxxxxx, Sxxxx & Co. Banc of America Securities (USA) LLC Bear, Sxxxxxx & Co. Inc. Citigroup Global Markets Inc. Mxxxxx Sxxxxxx & Co. Incorporated By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President By: Xxxxxx Xxxxxxx Gxxxxxx, Sachs & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Signature Page (Gxxxxxx, Sxxxx & Co.) SCHEDULE I Optional Preferred Stock to the Underwriting Agreement be Total Preferred Purchased if Stock Maximum Option Underwriter Principal Amount of 2021 Notes Principal Amount of 2044 Notes HSBC Securities (USA) Inc. US$ 176,000,000 US$ 144,000,000 Xxxxxx Xxxxxxx to be Purchased Exercised Gxxxxxx, Sachs & Co. 2,172,500 325,875 Banc of America Securities LLC 176,000,000 144,000,000 CIBC World 1,481,250 222,188 Bear, Sxxxxxx & Co. Inc. 1,481,250 222,188 Citigroup Global Markets Inc. 1,481,250 222,187 Mxxxxx Sxxxxxx & Co. Incorporated 1,481,250 222,187 BNP Paribas Securities Corp. 46,200,000 37,800,000 Scotia Capital (USA) 444,375 66,657 J.X. Xxxxxx Securities Inc. 46,200,000 37,800,000 RBC Capital Markets, LLC 33,000,000 27,000,000 444,375 66,656 Credit Suisse Securities (USA) LLC 18,150,000 14,850,000 Mitsubishi UFJ 444,375 66,656 Daiwa Securities (USA)America Inc. 148,125 22,219 Santander Investment Securities Inc. 148,125 22,218 The Wxxxxxxx Capital Group, L.P. 99,063 14,860 Uxxxxxxx Capital Partners, L.P. 74,062 11,109 ABN AMRO Rothschild LLC 25,000 3,750 BNY Capital Markets, Inc. 18,150,000 14,850,000 RBS 25,000 3,750 ING Financial Markets LLC 25,000 3,750 Mizuho Securities USA Inc. 18,150,000 14,850,000 SMBC Nikko Securities America, Inc. 18,150,000 14,850,000 25,000 3,750 Total US$ 550,000,000 US$ 450,000,000 Schedule 2 List of Material Subsidiaries of the Company Oroplata SA (Argentina) Desarrollos Mineraros San Xxxx S.A. de C.V. (Mexico) Minera Peñasquito, S.A. de C.V. (Mexico) Goldcorp Canada Ltd. (Canada) Pueblo Viejo Dominicana Corporation (Barbados) Les Mines Opinaca Ltée (Canada) Annex A-1 [Form of Opinion and 10b-5 Statement of U.S. Counsel for the Company]10,000,000 1,500,000 SCHEDULE II

EXECUTION VERSION. If the foregoing is in accordance with correctly sets forth your understanding, please so indicate your acceptance of this Agreement by signing in the space provided belowbelow for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, GOLDCORP SOLENO THERAPEUTICS, INC. By: /s/ Xxxxx Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxxx Title: Vice President, Treasurer Signature Page to Chief Financial Officer Accepted as of the Underwriting Agreement Accepted: June 4, 2014 HSBC SECURITIES (USA) INC. XXXXXX date first above written XXXXX XXXXXXX & CO. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director GUGGENHEIM SECURITIES, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Managing Director On behalf of itself and the other Underwriters named in Schedule I hereto. SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Option is Fully Exercised Xxxxx Xxxxxxx & Co. 1,020,000 153,000 Guggenheim Securities, LLC For themselves 1,020,000 153,000 Cantor Xxxxxxxxxx & Co. 540,000 81,000 Xxxxxxxxxxx & Co. Inc. 390,000 58,500 Xxxxxxx & Company (UK) Ltd. 30,000 4,500 Total 3,000,000 450,000 SCHEDULE II None. SCHEDULE III Firm Shares offered: 3,000,000 Additional Shares offered: 450,000 Offering Price per Firm Share and on behalf Additional Share: $46.00 SCHEDULE IV Stockholders Executing Lock-Up Agreements Xxxxxx Xxxxx, Ph.D. Xxxxx Xxxxxxxxx, M.D. Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxx Xxxxx, XX, M.B.A. Xxxxxx Xxxxxxxx, Ph.D. Xxxxxxxx Xxxxx MD, Ph.D. Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx Xxx Entities associated with The Carlyle Group, Inc. EXHIBIT A Subsidiaries Soleno Therapeutics UK Ltd. (United Kingdom) Soleno Therapeutics Europe Ltd. (Ireland) Essentialis, Inc. (Delaware) EXHIBIT B Form of Lock-Up Agreement Xxxxx Xxxxxxx & Co. Guggenheim Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto. By: HSBC Securities (USA) Inc. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President By: Xxxxxx referred to below c/o Xxxxx Xxxxxxx & Co. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10154 c/o Guggenheim Securities, LLC By000 Xxxxxxx Xxxxxx New York, New York 10017 Soleno Therapeutics, Inc. - Lock-Up Agreement ______________, 2024 Ladies and Gentlemen: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Signature Page This letter agreement (this “Agreement”) relates to the proposed offering (the “Offering”) by Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), of its common stock, $0.001 par value per share (the “Stock”) and/or pre-funded warrants to purchase Stock (together, the “Securities”), pursuant to an Underwriting Agreement Underwriter Principal Amount of 2021 Notes Principal Amount of 2044 Notes HSBC Securities (USAthe “Underwriting Agreement”) Inc. US$ 176,000,000 US$ 144,000,000 Xxxxxx to be entered into between the Company and Xxxxx Xxxxxxx & Co. LLC 176,000,000 144,000,000 CIBC World Markets Corp. 46,200,000 37,800,000 Scotia Capital and Guggenheim Securities, LLC, as representatives (USAthe “Representatives”) Inc. 46,200,000 37,800,000 RBC Capital Marketsof the several underwriters named therein (the “Underwriters”). In order to induce you and the other Underwriters to underwrite the Offering, LLC 33,000,000 27,000,000 Credit Suisse Securities the undersigned hereby agrees that, without the prior written consent of the Representatives, during the period from the date hereof until 90 days from the date of the final prospectus supplement for the Offering (USA) LLC 18,150,000 14,850,000 Mitsubishi UFJ Securities (USAthe “Lock-Up Period”), Inc. 18,150,000 14,850,000 RBS the undersigned (a) will not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of, any Relevant Security (as defined below), and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Inc. 18,150,000 14,850,000 SMBC Nikko Securities AmericaExchange Act of 1934, Inc. 18,150,000 14,850,000 Total US$ 550,000,000 US$ 450,000,000 Schedule 2 List as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of Material Subsidiaries ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration. As used herein “Relevant Security” means the Securities, any other equity security of the Company Oroplata SA (Argentina) Desarrollos Mineraros San Xxxx S.A. de C.V. (Mexico) Minera Peñasquitoor any of its subsidiaries and any security convertible into, S.A. de C.V. (Mexico) Goldcorp Canada Ltd. (Canada) Pueblo Viejo Dominicana Corporation (Barbados) Les Mines Opinaca Ltée (Canada) Annex A-1 [Form of Opinion and 10b-5 Statement of U.S. Counsel for the Company]or exercisable or exchangeable for, any Stock or other such equity security. The foregoing restrictions in this Agreement shall not apply to:

EXECUTION VERSION. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate your acceptance of kindly sign and return to the Company the enclosed copies hereof, whereupon this Agreement by signing instrument, along with all counterparts hereof, shall become a binding agreement in the space provided belowaccordance with its terms. Very truly yours, GOLDCORP NEUROCRINE BIOSCIENCES, INC. By: /s/ Xxxxx Xxxxx Xxx Xxxxxxxx Name: Xxxxx Xxxxx Xxx Xxxxxxxx Title: Vice President, Treasurer Signature Page to the Chief Financial Officer The foregoing Underwriting Agreement Accepted: June 4is hereby confirmed and accepted by the Representatives in New York, 2014 HSBC New York as of the date first above written. X.X. XXXXXX SECURITIES (USA) LLC DEUTSCHE BANK SECURITIES INC. XXXXXX XXXXXXX & CO. LLC For themselves and on behalf Acting as Representatives of the several Underwriters listed named in the attached Schedule 1 hereto. A. X.X. XXXXXX SECURITIES LLC By: HSBC Securities (USA) Inc. /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Executive Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxx Xxxx Name: Xxxx X. Xxxx Title: Vice President ByDirector SCHEDULE A Underwriters Number of Firm Shares to be Purchased X.X. Xxxxxx Securities LLC 2,430,400 Deutsche Bank Securities Inc. 2,083,200 Xxxxxxxxx LLC. 798,560 Barclays Capital Inc. 798,560 Xxxxx and Company, LLC 520,800 Nomura Securities International, Inc. 312,480 Total 6,944,000 SCHEDULE B Schedule of Free Writing Prospectuses included in the Time of Sale Prospectus None SCHEDULE C Number of Shares being offered: 6,944,000 Underwriters’ option to purchase additional shares: 1,041,600 Price per Share to the public: $ 36.00 Gross proceeds to the Company: $ 249,984,000 EXHIBIT B List of Persons Executing Lock-Ups Xxxxx X. Xxxxxx, Ph.D. Xxxxxxx X. Xxxxxxxx Xxxxxxxxxxx X. X’Xxxxx, M.D. Xxxx X. Xxxxxxxx, Ph.D. Xxxxxxx X. Xxxxxxxxxxx, Ph.D. Xxxx Xxxx, Ph.X. Xxxxxxx Xxxxx Xxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxx Xxxxxx X. Xxxxxxx, Ph.D. Xxxx X. Xxxxx Xxxxxxx X. Xxxxxxx W. Xxxxxx Xxxxxxxx Xxxxxxx X. Pops Xxxxxxx X. Xxxxxxx, M.D. Xxxxxxx X. Xxxxxxxxx, Ph.D. EXHIBIT C Form of Lock-Up Agreement , 2015 X.X. XXXXXX SECURITIES LLC DEUTSCHE BANK SECURITIES INC. as Representatives of the several Underwriters, c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Deutsche Bank Securities Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 RE: Neurocrine Biosciences, Inc. (the “Company”) Ladies & Co. Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $0.001 per share, of the Company (“Shares”) or securities convertible into or exchangeable or exercisable for Shares. The Company proposes to carry out a public offering of Shares (the “Offering”) for which X.X. Xxxxxx Securities LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Signature Page (“X.X. Xxxxxx”) and Deutsche Bank Securities Inc. (“Deutsche Bank”) will act as the representatives of the several underwriters (the “Underwriters”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and any other underwriter are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the undersigned’s household not to), without the prior written consent of X.X. Xxxxxx and Deutsche Bank (which consent may be withheld in their sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of the Prospectus (as defined in the Underwriting Agreement Underwriter Principal Amount relating to the Offering to which the Company is a party) (the “Lock-up Period”); provided, that if (i) during the last 17 days of 2021 Notes Principal Amount the Lock-up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (ii) prior to the expiration of 2044 Notes HSBC Securities the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless X.X. Xxxxxx and Deutsche Bank waive, in writing, such extension, except that such extension will not apply if (USAi) Inc. US$ 176,000,000 US$ 144,000,000 Xxxxxx Xxxxxxx & Co. LLC 176,000,000 144,000,000 CIBC World Markets Corp. 46,200,000 37,800,000 Scotia Capital the Shares are “actively traded securities” (USA) Inc. 46,200,000 37,800,000 RBC Capital Markets, LLC 33,000,000 27,000,000 Credit Suisse Securities (USA) LLC 18,150,000 14,850,000 Mitsubishi UFJ Securities (USAas defined in Regulation M of the Exchange Act), Inc. 18,150,000 14,850,000 RBS (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Inc. 18,150,000 14,850,000 SMBC Nikko Act of 1933, as amended, (the “Securities AmericaAct”) in the manner contemplated by NASD Conduct Rule 2711(f)(4), Inc. 18,150,000 14,850,000 Total US$ 550,000,000 US$ 450,000,000 Schedule 2 List and (iii) the provisions of Material Subsidiaries NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension); provided, further, that the foregoing restrictions shall not apply to (1) transactions relating to Shares or other securities acquired in open market transactions after completion of the Offering, (2) the transfer of any or all of the Shares owned by the undersigned, either during the undersigned’s lifetime or on death, by gift, will or intestate succession to any immediate family member of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family and (3) the transfer or sale of any Shares or other securities solely to satisfy tax obligations related to the delivery of Shares pursuant to the vesting of restricted stock units granted to the undersigned; provided, however, that in the case of a transfer under subsection (2) above, it shall be a condition to such transfer that (y) the transferee executes and delivers to X.X. Xxxxxx and Deutsche Bank an agreement stating that the transferee is receiving and holding the Shares subject to the provisions of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (z) no filing by any party under the Exchange Act or other public announcement reporting a reduction in the beneficial ownership of Shares held by the undersigned shall be required or shall be made voluntarily in connection with such transfer or disposition, and provided, further, that in the case of any transfer pursuant to subsection (3) above, any filing made under the Exchange Act or other public announcement shall indicate (in the notes thereto or otherwise) that the filing or announcement relates to the circumstances described in subsection (3). The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-up Period pursuant to the preceding sentence will be delivered by X.X. Xxxxxx and Deutsche Bank to the Company Oroplata SA and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. For the purposes of this paragraph, “immediate family” shall mean the spouse, domestic partner, lineal descendant (Argentinaincluding adopted children), father, mother, brother or sister of the transferor. In addition, notwithstanding the lock-up restrictions described herein, the undersigned may at any time after the date hereof (A) Desarrollos Mineraros San Xxxx S.A. de C.V. exercise any options or warrants to purchase Shares (Mexicoincluding by cashless exercise to the extent permitted by the instruments representing such options or warrants); provided, however, that in any such case the Shares issued upon exercise shall remain subject to the provisions of this letter agreement, (B) Minera Peñasquitoenter into a trading plan (a “New Plan”) meeting the requirements of Rule 10b5-1 under the Exchange Act, S.A. de C.V. relating to the sale of Shares, if then permitted by the Company and applicable law; provided that the Shares subject to such New Plan may not be sold during the Lock-Up Period and that no filing with the Commission or other public announcement shall be required or voluntarily made by the undersigned or any other person in connection therewith or (MexicoC) Goldcorp Canada Ltd. (Canadasell Shares pursuant to a written plan, existing as of the date hereof, meeting the requirements of Rule 10b5-1(c) Pueblo Viejo Dominicana Corporation (Barbadosunder the Exchange Act, if then permitted by the Company and applicable law; provided that any filing made under the Exchange Act in connection therewith shall state that such sales were made pursuant to a written plan meeting the requirements of Rule 10b5-1(c) Les Mines Opinaca Ltée (Canada) Annex A-1 [Form under the Exchange Act. The undersigned also agrees and consents to the entry of Opinion and 10b-5 Statement of U.S. Counsel for stop transfer instructions with the Company]’s transfer agent and registrar against the transfer of Shares or securities convertible into or exchangeable or exercisable for Shares held by the undersigned except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Shares owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. It is understood that, if (i) the Company notifies X.X. Xxxxxx and Deutsche Bank in writing that it does not intend to proceed with the Offering, (ii) if the Underwriting Agreement is not executed by April 30, 2015, or (iii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Shares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement. This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, Signature: Printed Name: Capacity: (and indicate capacity of person signing ifsigning as custodian, trustee, or on behalfof an entity)

EXECUTION VERSION. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance of this Agreement by signing in shall represent a binding agreement between the space provided belowCompany and the several Underwriters. Very truly yours, GOLDCORP GATX CORPORATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President, Treasurer and Chief Risk Officer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxx X. Xxxxxxxxx Name: Xxxxx Xxxxx X. Xxxxxxxxx Title: Vice PresidentManaging Director XXXXXXX LYNCH, Treasurer Signature Page to the Underwriting Agreement AcceptedPIERCE, XXXXXX & XXXXX INCORPORATED By: June 4, 2014 HSBC SECURITIES (USA) INC. /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. By: HSBC Securities (USA) Inc. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Vice President By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. Signature Page to the Underwriting Agreement SCHEDULE I Underwriter Principal Amount of 2021 2.600% Senior Notes Principal Amount of 2044 Notes HSBC Securities (USA) due 2020 Citigroup Global Markets Inc. US$ 176,000,000 US$ 144,000,000 $ 62,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 62,500,000 Xxxxxx Xxxxxxx & Co. LLC 176,000,000 144,000,000 CIBC World $ 62,500,000 BMO Capital Markets Corp. 46,200,000 37,800,000 Scotia $ 12,500,000 U.S. Bancorp Investments, Inc. $ 12,500,000 KeyBanc Capital (USA) Markets Inc. 46,200,000 37,800,000 RBC $ 7,500,000 Mizuho Securities USA Inc. $ 7,500,000 PNC Capital MarketsMarkets LLC $ 7,500,000 The Xxxxxxxx Capital Group, L.P. $ 7,500,000 Xxxxx Fargo Securities, LLC 33,000,000 27,000,000 Credit Suisse Securities $ 7,500,000 Total $ 250,000,000 Schedule II Issuer Free Writing Prospectuses None. Schedule III Form of Final Term Sheet PRICING TERM SHEET GATX Corporation 2.600% Senior Notes due 2020 Issuer: GATX Corporation Security: 2.600% Senior Notes due 2020 Size: $250,000,000 Maturity Date: Xxxxx 00, 0000 Xxxxxx: 2.600% Interest Payment Dates: March 30 and September 30, commencing March 30, 2015. Price to Investors: 99.500% Benchmark Treasury: UST 1.750% due September 30, 2019 Benchmark Treasury Price and Yield: 101-05 3⁄4; 1.500% Spread to Benchmark Treasury: T+120 bps Yield to Maturity: 2.700% Redemption: At any time prior to February 29, 2020, at a make whole price equal to the greater of (USAa) 100% of the principal amount or (b) discounted present value at Treasury rate plus 20 basis points; and on or after February 29, 2020, at 100% of the principal; plus, in each case, accrued interest to but excluding the redemption date. Expected Settlement Date: October 31, 2014 (T+3) CUSIP/ISIN: 361448 AV5 / US361448AV58 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC 18,150,000 14,850,000 Mitsubishi UFJ Securities (USA)Co-Managers: BMO Capital Markets Corp. U.S. Bancorp Investments, Inc. 18,150,000 14,850,000 RBS KeyBanc Capital Markets Inc. Mizuho Securities USA Inc. 18,150,000 14,850,000 SMBC Nikko Securities AmericaPNC Capital Markets LLC The Xxxxxxxx Capital Group, X.X. Xxxxx Fargo Securities, LLC The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. 18,150,000 14,850,000 Total US$ 550,000,000 US$ 450,000,000 toll free at 1-800-831-9146, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322 or Xxxxxx Xxxxxxx & Co. LLC at 0-000-000-0000. Schedule 2 List IV Free Writing Prospectuses None. Exhibit A Opinion of Material Subsidiaries Xxxxx X. Xxxxxxxx, Associate General Counsel of GATX Corporation Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of the Company Oroplata SA (Argentina) Desarrollos Mineraros San Xxxx S.A. de C.V. (Mexico) Minera Peñasquito, S.A. de C.V. (Mexico) Goldcorp Canada Ltd. (Canada) Pueblo Viejo Dominicana Corporation (Barbados) Les Mines Opinaca Ltée (Canada) Annex A-1 [Form of Opinion and 10b-5 Statement of U.S. Counsel for Underwriters Listed in Schedule I to the Company]Underwriting Agreement referred to below Re: GATX Corporation

EXECUTION VERSION. If the foregoing is in accordance with your understandingunderstanding of the agreement between the Company and the Underwriters, please kindly indicate your acceptance of this Agreement by signing in the space provided for that purpose below. Very truly yours, GOLDCORP SUNESIS PHARMACEUTICALS, INC. By: /s/ Xxxxx Xxxxx Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxx Xxxxx Xxxxxx X. Xxxxxxx, Xx. Title: Vice PresidentCEO and President Accepted as of the date first above written: XXXXX AND COMPANY, Treasurer Signature Page to the Underwriting Agreement Accepted: June 4, 2014 HSBC SECURITIES (USA) INC. XXXXXX XXXXXXX & CO. LLC For themselves Acting on its own behalf and on behalf as Representative of the several Underwriters listed referred to in Schedule 1 heretothe foregoing Agreement. By: HSBC Securities (USA) Inc. By: /s/ Xxxx X. Xxxx Xxxxxx Name: Xxxx X. Xxxx Xxxxxx Title: Vice President By: Xxxxxx Xxxxxxx & Co. Managing Director XXXXX FARGO SECURITIES, LLC Acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement. By: /s/ Yurij Slyz Xxxxx Xxxxxx Name: Yurij Slyz Xxxxx Xxxxxx Title: Executive Director Signature Page Schedule A Underwriters Name Number of Shares of Stock to be Purchased Number of Warrants to be Purchased Xxxxx and Company, LLC 3,150,000 1,575,000 Xxxxx Fargo Securities, LLC 2,850,000 1,425,000 Xxxxxxxxxxx & Co. Inc. 1,500,000 750,000 Total: 7,500,000 3,750,000 SCHEDULE B General Use Free Writing Prospectuses None. SCHEDULE C Pricing Information Common Stock to be Sold: 7,500,000 Shares Warrants to be Sold: Warrants to purchase 3,750,000 shares of Common Stock Offering Price: $2.00 per share of Common Stock and accompanying Warrant to purchase 0.5 shares of Common Stock Warrant Exercise Price: $3.00 per whole share Underwriting Discounts and Commissions: 5.0% Simultaneous Public Offering of Preferred Stock/Warrants: $5.0 million gross proceeds EXHIBIT A Form of Lock-Up Agreement XXXXX AND COMPANY, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Fargo Securities, LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Sunesis Pharmaceuticals, Inc. Dear Sirs: This Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between Sunesis Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Xxxxx and Company, LLC and Xxxxx Fargo Securities, LLC (the “Representatives”), relating to the proposed public offering of shares of the common stock, par value $0.0001 per share (the “Common Stock”) of the Company and warrants to purchase shares of Common Stock. In order to induce you to enter into the Underwriting Agreement, and in light of the benefits that the offering of the Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with you that, during the period beginning on and including the date hereof through and including the date that is the 60th day after the date of the Underwriting Agreement Underwriter Principal Amount of 2021 Notes Principal Amount of 2044 Notes HSBC Securities (USA) Inc. US$ 176,000,000 US$ 144,000,000 Xxxxxx Xxxxxxx & Co. LLC 176,000,000 144,000,000 CIBC World Markets Corp. 46,200,000 37,800,000 Scotia Capital (USA) Inc. 46,200,000 37,800,000 RBC Capital Markets, LLC 33,000,000 27,000,000 Credit Suisse Securities (USA) LLC 18,150,000 14,850,000 Mitsubishi UFJ Securities (USAthe “Lock-Up Period”), Inc. 18,150,000 14,850,000 RBS Securities Inc. 18,150,000 14,850,000 SMBC Nikko Securities Americathe undersigned will not, Inc. 18,150,000 14,850,000 Total US$ 550,000,000 US$ 450,000,000 Schedule 2 List of Material Subsidiaries without the prior written consent of the Company Oroplata SA Representatives, directly or indirectly, (Argentinai) Desarrollos Mineraros San Xxxx S.A. de C.V. offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock (Mexicoincluding, without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (such shares, the “Beneficially Owned Shares”)) Minera Peñasquitoor securities convertible into or exercisable or exchangeable for Common Stock, S.A. de C.V. (Mexicoii) Goldcorp Canada Ltd. enter into any swap, hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (Canadaiii) Pueblo Viejo Dominicana Corporation (Barbados) Les Mines Opinaca Ltée (Canada) Annex A-1 [Form engage in any short selling of Opinion and 10b-5 Statement of U.S. Counsel the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. The restrictions set forth in the Company]immediately preceding paragraph shall not apply to:

EXECUTION VERSION. If the foregoing is in accordance with your understandingunderstanding of our agreement, please indicate sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance of this Agreement by signing in shall represent a binding agreement among the space provided belowCompany and the several Underwriters. Very truly yours, GOLDCORP INCGenocea Biosciences, Inc. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: CFO [Signature Page to Preferred Stock Underwriting Agreement] The foregoing Agreement is hereby confirmed and accepted as of the DATE FIRST ABOVE WRITTEN. CANTOR XXXXXXXXXX & CO. Cantor Xxxxxxxxxx & Co. By: /s/ Xxxxx Xxxxx Xxxxxxxx Name: Xxxxx Xxxxx Xxxxxxxx Title: Vice PresidentChief Executive Officer, Treasurer CF & Co For itself and the other several Underwriters named in Schedule I to the foregoing Agreement [Signature Page to Preferred Stock Underwriting Agreement] SCHEDULE I Underwriters Number of Shares to be Purchased Number of Warrants to be Purchased Number of Shares of Common Stock Underlying Warrants Cantor Xxxxxxxxxx & Co. 981.0 981,000 490,500 Xxxxxxx & Company, LLC 261.6 261,600 130,800 Xxxxxx X. Xxxxx & Co. 261.6 261,600 130,800 X.X. Xxxxxxxxxx & Co., LLC 130.8 130,800 65,400 Total 1,635.0 1,635,000 817,500 SCHEDULE II Schedule of Free Writing Prospectuses included in the Underwriting Agreement Accepted: June 4Disclosure Package Free Writing Prospectus, 2014 HSBC SECURITIES (USA) INC. XXXXXX XXXXXXX & CO. LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. By: HSBC Securities (USA) Inc. By: /s/ dated January 17, 2018 SCHEDULE III LOCK-UP AGREEMENTS Officers Xxxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxx X. Xxxxxxxxxxxx Xxxx Name: Xxxxxxx Xxxxxxxx Xxxxx Directors Xxxxxxx Xxxx X. Xxxx Title: Vice President By: Xxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director Signature Page to the Underwriting Agreement Underwriter Principal Amount of 2021 Notes Principal Amount of 2044 Notes HSBC Securities (USA) Inc. US$ 176,000,000 US$ 144,000,000 Xxxxxxx Xxxxxx Xxxxxxx & Co. LLC 176,000,000 144,000,000 CIBC World Markets Corp. 46,200,000 37,800,000 Scotia Capital (USA) Inc. 46,200,000 37,800,000 RBC Capital Markets, LLC 33,000,000 27,000,000 Credit Suisse Securities (USA) LLC 18,150,000 14,850,000 Mitsubishi UFJ Securities (USA), Inc. 18,150,000 14,850,000 RBS Securities Inc. 18,150,000 14,850,000 SMBC Nikko Securities America, Inc. 18,150,000 14,850,000 Total US$ 550,000,000 US$ 450,000,000 Schedule 2 List of Material Subsidiaries of the Company Oroplata SA (Argentina) Desarrollos Mineraros San Xxxx S.A. de C.V. (Mexico) Minera Peñasquito, S.A. de C.V. (Mexico) Goldcorp Canada Ltd. (Canada) Pueblo Viejo Dominicana Corporation (Barbados) Les Mines Opinaca Ltée (Canada) Annex A-1 [Form of Opinion and 10b-5 Statement of U.S. Counsel for the Company]Xxxxx

EXECUTION VERSION. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided belowsign and return to us ten counterparts hereof. Very truly yours, GOLDCORP INC. SLM Funding LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President, Treasurer Signature Page to the Underwriting Agreement Accepted: June 4, 2014 HSBC SECURITIES (USA) INC. XXXXXX XXXXXXX & CO. LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. By: HSBC Securities (USA) Inc. By: /s/ Xxxx Mxxx X. Xxxx Name: Xxxx Mxxx X. Xxxx Title: Vice President SLM Education Credit Finance Corporation By: Xxxxxx Xxxxxxx & Co. /s/ Mxxx X. Xxxx Name: Mxxx X. Xxxx Title: Vice President Accepted and agreed with respect to Sections 2(h), 5(g), 6(b), 9, 11, 12 and 14 of this Agreement: SLM Corporation By: /s/ Sxxxxxx X’Xxxxxxx Name: Sxxxxxx X’Xxxxxxx Title: Senior Vice President Accepted as of the date hereof: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Yurij Slyz Jxxx Xxxxxxxxx Name: Yurij Slyz Jxxx Xxxxxxxxx Title: Managing Director J.X. XXXXXX SECURITIES LLC By: /s/ Bxxxxxxx X. Xxxxxxx Name: Bxxxxxxx X. Xxxxxxx Title: Executive Director Signature Page MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED By: /s/ Bxxxxxxx X. Xxxxxxx Name: Bxxxxxxx X. Xxxxxxx Title: Director ANNEX I Pricing Agreement ______________________ c/o____________________ _______________________ _______________________ , 20_ Ladies and Gentlemen: SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated __________, 20__ (the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and _____________ and _________________, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of _______, 20__ between the Company, ________ as Delaware trustee (the “Delaware trustee”) and _______, as eligible lender trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___________ (the “Indenture”), between the Trust, the Eligible Lender Trustee and ____________, as trustee (the “Indenture Trustee”). Each of the provisions of the Underwriting Agreement Underwriter Principal Amount is incorporated herein by reference in its entirety, and shall be deemed to be a part of 2021 Notes Principal Amount this Agreement to the same extent as if such provisions had been set forth in full herein; and each of 2044 Notes HSBC Securities the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (USA) Inc. US$ 176,000,000 US$ 144,000,000 Xxxxxx Xxxxxxx & Co. LLC 176,000,000 144,000,000 CIBC World Markets Corp. 46,200,000 37,800,000 Scotia Capital (USA) Inc. 46,200,000 37,800,000 RBC Capital Markets, LLC 33,000,000 27,000,000 Credit Suisse Securities (USA) LLC 18,150,000 14,850,000 Mitsubishi UFJ Securities (USAas therein defined), Inc. 18,150,000 14,850,000 RBS Securities Inc. 18,150,000 14,850,000 SMBC Nikko Securities America, Inc. 18,150,000 14,850,000 Total US$ 550,000,000 US$ 450,000,000 Schedule 2 List of Material Subsidiaries and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company Oroplata SA (Argentina) Desarrollos Mineraros San Xxxx S.A. de C.V. (Mexico) Minera Peñasquitoagrees to cause the Trust to issue and sell to each of the Underwriters, S.A. de C.V. (Mexico) Goldcorp Canada Ltd. (Canada) Pueblo Viejo Dominicana Corporation (Barbados) Les Mines Opinaca Ltée (Canada) Annex A-1 [Form and each of Opinion the Underwriters agrees, severally and 10b-5 Statement not jointly, to purchase from the Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of U.S. Counsel Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in Schedule II. During the period beginning from the date of this Pricing Agreement for the Designated Securities and continuing to and including the Closing Date, the Company agrees, and SLM ECFC agrees that it will cause the Company], not to, and not to permit any affiliated entity to, offer, sell, contract to sell or otherwise dispose of, any securities (other than the Designated Securities) collateralized by, or any securities evidencing an ownership in, Student Loans, without the prior written consent of the Representatives. Each Underwriter represents and agrees that: