Royal Bank of Canada Sample Contracts

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EXHIBIT B AGREEMENT AND PLAN OF MERGER dated August 1, 2001
Merger Agreement • August 13th, 2001 • Royal Bank of Canada \ • Commercial banks, nec • Delaware
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Merger Agreement • February 5th, 2001 • Royal Bank of Canada \ • Commercial banks, nec • North Carolina
Exhibit 1.1 ROYAL BANK OF CANADA DEBT SECURITIES UNDERWRITING AGREEMENT STANDARD PROVISIONS
Underwriting Agreement • December 14th, 2006 • Royal Bank of Canada \ • Commercial banks, nec • Ontario
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Indenture • October 2nd, 2003 • Royal Bank of Canada \ • Commercial banks, nec • Ontario
TO JPMORGAN CHASE BANK Trustee INDENTURE
Indenture • December 14th, 2005 • Royal Bank of Canada \ • Commercial banks, nec • Ontario
EXHIBIT C AGREEMENT AND PLAN OF MERGER dated as of August 29, 2002
Merger Agreement • October 16th, 2002 • Royal Bank of Canada \ • Commercial banks, nec • New York
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Indenture • December 14th, 2006 • Royal Bank of Canada \ • Commercial banks, nec • Ontario
CALCULATION AGENCY AGREEMENT BETWEEN ROYAL BANK OF CANADA AND JPMORGAN CHASE BANK, N.A.
Calculation Agency Agreement • December 21st, 2005 • Royal Bank of Canada \ • Commercial banks, nec • New York
VOTING TRUST AGREEMENT
Voting Trust Agreement • May 25th, 2012 • Royal Bank of Canada • Commercial banks, nec • New York

THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of May 10, 2012 by and among Lord Securities Corporation, as trustee (the “Trustee” or any successor thereto), RBC Capital Markets, LLC, a Minnesota limited liability company, including its successors and assigns by operation of law (“RBC” or the “Purchaser”) and Institutional Shareholder Services Inc. (the “Voting Consultant” or any successor thereto).

RECITALS
Stock Option Agreement • February 5th, 2001 • Royal Bank of Canada \ • Commercial banks, nec • North Carolina
ARTICLE I VOTING
Voting and Support Agreement • August 13th, 2001 • Royal Bank of Canada \ • Commercial banks, nec • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 5th, 2017 • Royal Bank of Canada • Commercial banks, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), executed as of June 1, 2017, is made by and between (i) Invesco Pennsylvania Value Municipal Income Trust, a closed-end fund organized as a Delaware statutory trust, including its successors and assigns by operation of law or merger (the "Fund") and (ii) RBC Capital Markets, LLC, a Minnesota limited liability company, including its successors and assigns by operation of law ("RBC", or the "Shareholder").

AMENDED AND RESTATED AGENCY AGREEMENT
Agency Agreement • September 8th, 2015 • Royal Bank of Canada • Commercial banks, nec • Ontario

Page No. Section 1. Interpretation 4 Section 2. Appointment of Agents 9 Section 3. Issuance of Covered Bonds 13 Section 4. Replacement Covered Bonds 21 Section 5. Determination of End of Distribution Compliance Period 22 Section 6. Payments to the Issuing and Paying Agent or the Registrar 23 Section 7. Payments to Holders of Bearer Covered Bonds 25 Section 8. Payments to Holders of Registered Covered Bonds 29 Section 9. Miscellaneous Duties of the Issuing and Paying Agent and the Paying Agents 31 Section 10. Early Redemption and Exercise of Options 36 Section 11. The Register and Miscellaneous Duties of the Registrar 37 Section 12. Other Duties of the Transfer Agents and the Exchange Agent 39 Section 13. Appointment and Duties of the Calculation Agent 41 Section 14. Fees and Expenses 42 Section 15. Terms of Appointment 43 Section 16. Changes in Agents 45 Section 17. The Bond Trustee 49 Section 18. Notices 49 Section 19. Governing Law 52 Section 20. Waiver of Jury Trial 52 Section 21. V

RECITALS
Stock Option Agreement • August 13th, 2001 • Royal Bank of Canada \ • Commercial banks, nec • Delaware
ROYAL BANK OF CANADA SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES J EXCHANGE RATE AGENCY AGREEMENT BETWEEN ROYAL BANK OF CANADA AND RBC CAPITAL MARKETS, LLC DECEMBER 20, 2023
Exchange Rate Agency Agreement • December 20th, 2023 • Royal Bank of Canada • Commercial banks, nec

This Exchange Rate Agency Agreement (this “Agreement”) is entered into as of December 20, 2023 by and between Royal Bank of Canada (the “Bank”) and RBC Capital Markets, LLC (the “Exchange Rate Agent”, which term shall, unless the context otherwise requires, include its successors and assigns).

ROYAL BANK OF CANADA U.S.$40,000,000,000 Senior Global Medium-Term Notes, Series G Distribution Agreement
Distribution Agreement • April 30th, 2015 • Royal Bank of Canada • Commercial banks, nec • New York
AMENDED AND RESTATED INTERCOMPANY LOAN AGREEMENT between RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP as the Guarantor LP and ROYAL BANK OF CANADA as the Issuer and as Cash Manager July 24, 2015
Intercompany Loan Agreement • September 8th, 2015 • Royal Bank of Canada • Commercial banks, nec • Ontario

Subject to the terms of this Agreement, the Issuer agrees to make available to the Guarantor LP an Intercompany Loan (the Intercompany Loan) in an aggregate amount equal to the Total Credit Commitment. On any Business Day, the Guarantor LP may request that advances (each an Advance and collectively Advances) denominated in Canadian Dollars under the Intercompany Loan be made available to it, subject to the terms of this Agreement, on such Business Day (each such date, a Drawdown Date).

AGREEMENT AND PLAN OF MERGER by and among ROYAL BANK OF CANADA, CITY NATIONAL CORPORATION and RBC USA HOLDCO CORPORATION Dated as of January 22, 2015
Merger Agreement • January 23rd, 2015 • Royal Bank of Canada • Commercial banks, nec • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of January 22, 2015 (this “Agreement”), by and among Royal Bank of Canada, a Canadian chartered bank (“Parent”), City National Corporation, a Delaware corporation (“Company”), and RBC USA Holdco Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Holdco”).

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VOTING TRUST AGREEMENT
Voting Trust Agreement • May 25th, 2012 • Royal Bank of Canada • Commercial banks, nec • New York

THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of May 10, 2012 by and among Lord Securities Corporation, as trustee (the “Trustee” or any successor thereto), RBC Capital Markets, LLC, a Minnesota limited liability company, including its successors and assigns by operation of law (“RBC” or the “Purchaser”) and Institutional Shareholder Services Inc. (the “Voting Consultant” or any successor thereto).

VOTING TRUST AGREEMENT
Voting Trust Agreement • May 25th, 2012 • Royal Bank of Canada • Commercial banks, nec • New York

THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of May 10, 2012 by and among Lord Securities Corporation, as trustee (the “Trustee” or any successor thereto), RBC Capital Markets, LLC, a Minnesota limited liability company, including its successors and assigns by operation of law (“RBC” or the “Purchaser”) and Institutional Shareholder Services Inc. (the “Voting Consultant” or any successor thereto).

ROYAL BANK OF CANADA SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES H CALCULATION AGENCY AGREEMENT BETWEEN ROYAL BANK OF CANADA AND RBC Capital Markets, LLC September 7, 2018
Calculation Agency Agreement • September 7th, 2018 • Royal Bank of Canada • Commercial banks, nec • New York

This Calculation Agency Agreement (this “Agreement”) is entered into as of September 7, 2018 by and between Royal Bank of Canada (the “Bank”) and RBC Capital Markets, LLC. The Bank proposes to issue and sell certain of its securities designated as Senior Global Medium-Term Notes, Series H (the “Notes”). The Notes are to be issued under the Indenture, dated as of October 23, 2003, as supplemented by the First Supplemental Indenture, dated as of July 21, 2006, the Second Supplemental Indenture, dated as of February 28, 2007, and the Third Supplemental Indenture, dated as of September 7, 2018 (together, the “Indenture”), in each case between the Bank and The Bank of New York Mellon (as successor to the corporate trust business of JPMorgan Chase Bank, N.A.), as Trustee (the “Trustee”). The Notes are to be distributed pursuant to the terms of the Distribution Agreement, dated September 7, 2018 (the “Distribution Agreement”), among the Bank, RBC Capital Markets, LLC, Barclays Capital Inc., C

JOINT FILING AGREEMENT
Joint Filing Agreement • August 28th, 2017 • Royal Bank of Canada • Commercial banks, nec

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

ROYAL BANK OF CANADA US$8,000,000,000 SENIOR GLOBAL MEDIUM-TERM NOTES, SERIES C EXCHANGE RATE AGENCY AGREEMENT BETWEEN ROYAL BANK OF CANADA AND THE BANK OF NEW YORK JANUARY 5, 2007
Exchange Rate Agency Agreement • January 9th, 2007 • Royal Bank of Canada \ • Commercial banks, nec • New York

AGREEMENT made as of January 5, 2007 between Royal Bank of Canada (the “Bank”) and The Bank of New York (the “Exchange Rate Agent”, which term shall, unless the context otherwise requires, include its successors and assigns).

AMENDED AND RESTATED DEPOSIT AGREEMENT among ROYAL BANK OF CANADA, COMPUTERSHARE TRUST COMPANY, N.A., as Depositary, COMPUTERSHARE INC., and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS WITH RESPECT TO THE PREFERRED SHARES SERIES C-1...
Deposit Agreement • October 30th, 2015 • Royal Bank of Canada • Commercial banks, nec • Delaware

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of [●], 2015, among (i) Royal Bank of Canada, a Canadian chartered bank, (ii) Computershare Trust Company, N.A., (iii) Computershare Inc., and (iv) the Holders from time to time of the Receipts described herein.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2011 • Royal Bank of Canada \ • Commercial banks, nec

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G/A with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G/A. In evidence thereof, the undersigned hereby execute this Agreement as of February 10, 2011.

EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • February 13th, 2013 • Royal Bank of Canada • Commercial banks, nec

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G/A with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G/A. In evidence thereof, the undersigned hereby execute this Agreement as of February 7, 2013.

JOINT FILING AGREEMENT
Joint Filing Agreement • April 10th, 2013 • Royal Bank of Canada • Commercial banks, nec

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G/A with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G/A. In evidence thereof, the undersigned hereby execute this Agreement as of April 9, 2013.

JOINT FILING AGREEMENT
Joint Filing Agreement • May 25th, 2012 • Royal Bank of Canada • Commercial banks, nec

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

MASTER TERMS OF TRUST AGREEMENT dated as of August 1, 2006 with respect to RBC Municipal Floater Certificates (“Floater Certificates”) and RBC Municipal Residual Certificates (“Residual Certificates”)
Master Terms of Trust Agreement • May 25th, 2012 • Royal Bank of Canada • Commercial banks, nec • New York

This document constitutes the Master Terms of Trust Agreement, dated as of August 1, 2006, which is to be incorporated by reference in, and attached as Exhibit A to, one or more Series Trust Agreements (each, a “Series Trust Agreement”) by and between the entity identified as the Trustor in the related Series Trust Agreement (together with its successors and assigns, the “Trustor”) and the entity identified as the Trustee and Tender Agent in the related Series Trust Agreement (together with its successors and assigns, the “Trustee” or the “Tender Agent”).

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