DISTRIBUTION AGREEMENTDistribution Agreement • May 18th, 2016 • Noble Corp • Drilling oil & gas wells • New York
Freeport-McMoRan Inc., a Delaware corporation (the “Company”), and Noble Drilling (U.S.) LLC, a Delaware limited liability company (the “Selling Stockholder”), confirm their agreement with each of J.P. Morgan Securities LLC and HSBC Securities (USA) Inc., as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (each, an “Agent”, and, collectively, the “Agents”), with respect to the sale from time to time by the Selling Stockholder, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this “Agreement”), of shares (the “Shares”) of common stock, $0.10 par value per share (the “Common Stock”), of the Company having an aggregate Gross Sales Price (as defined in Section 1(a) below) of up to $540,000,000 (the “Maximum Amount”) on the terms set forth in Section 1 of this Agreement. The Shares are described in the Prospectus referred to below. The Company, Freeport-McMoRan Oil & Gas LLC and the Selling Stockholder
