Silver North Resources Ltd. - Capital/Financing Update 2020

DEALER AGREEMENT

February 27, 2020

Royal Bank of Canada Royal Bank Plaza 2[nd] Floor, South Tower Toronto, Ontario M5J 2J5

Ladies and Gentlemen:

We understand that Royal Bank of Canada (the " Bank ") proposes to create, issue and offer for sale up to Cdn.$6,300,000,000 aggregate initial offering price, or the equivalent thereof in one or more non-Canadian currencies or currency units, of securities constituting unsubordinated indebtedness (collectively, the " Securities " or, individually, a " Security ") as described in the Base Shelf Prospectus (defined below) and the Program Supplement (defined below) establishing the Bank's Senior Note Program (defined below).

The Securities will be issued pursuant to the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement (defined below) and will be direct, unsecured and unsubordinated senior indebtedness of the Bank ranking pari passu with all other unsubordinated indebtedness, including deposit liabilities, of the Bank other than certain governmental claims in accordance with applicable law.

Subject to the terms and conditions hereof, the Bank hereby appoints RBC Dominion Securities Inc., Desjardins Securities Inc., Laurentian Bank Securities Inc., National Bank Financial Inc., Raymond James Ltd. and Richardson GMP Limited and such other investment dealer or dealers as the Bank may from time to time appoint as hereinafter provided (collectively, the " Dealers " or, individually, a " Dealer "), acting severally, as its exclusive agents to solicit, from time to time, offers to purchase Securities, with such solicitations to be made directly or through other duly registered investment dealers approved by the Bank (together with the Dealers, referred to herein as the " Selling Firms ") in the Qualifying Jurisdictions (defined below). The Bank may appoint additional or alternate agents hereunder by delivering to the then-existing Dealers a counterpart in the form attached as Schedule A signed by each such additional or alternate agent, whereupon that agent will become one of the Dealers hereunder.

The Bank agrees that during the term of this Agreement, it will not appoint any other agent to solicit offers to purchase Securities under its Senior Note Program other than as provided above. The Bank may, from time to time, terminate its relationship with any Dealer in accordance with the provisions of this Agreement. For greater certainty, the Bank is entitled, subject to applicable Canadian Securities Laws (defined below) to: (i) accept unsolicited offers received from an investment dealer other than a Dealer to purchase debt securities, other than the Securities; (ii) appoint an investment dealer other than a Dealer to solicit offers to purchase debt securities, other than the Securities; and (iii) sell debt securities, other than the Securities, to an investment dealer other than a Dealer as principal or underwriter for resale to the public, in each case other than pursuant to the provisions of this Agreement. No commission will be payable to the Dealers for sales made by the Bank to an investment dealer other than a Dealer.

A Dealer, either alone or severally and not jointly with one or more of the other Dealers, may from time to time purchase, as an underwriter or dealer purchasing as principal for resale to the public in the Qualifying Jurisdictions at prices to be negotiated with purchasers, Securities from the Bank at prices and with such fees or commissions, if any, as may from time to time be agreed upon between the Bank and such Dealer or Dealers. Any purchase as underwriter or principal will be deemed to have been made on the basis of the representations and warranties of the Bank herein contained and shall be subject to the terms and conditions herein set forth.

The Bank may also offer Securities, from time to time, pursuant to any applicable statutory registration exemptions, directly to the public at prices and upon terms and conditions agreed to between the Bank and the purchasers of the Securities. No commission shall be payable to the Dealers for sales made directly by the Bank.

For each Security sold under this Agreement by one or more of the Dealers, the Bank will pay to such Dealer, or to such Dealers collectively, acting either as agent or agents of the Bank or as underwriter, a commission or fee as determined from time to time by mutual agreement of the Bank and the Dealers. The commission in respect of any particular Security will be payable in the same currency as the principal of the Security and will be paid in accordance with the Operating Procedures (defined below) set out in Schedule B.

ARTICLE 1 INTERPRETATION

1.1 Definitions.

For the purposes of this Agreement, including the Schedules, the terms set out below have meanings ascribed thereto below.

" Agreement " means this agreement resulting from the acceptance hereof by the Bank, as it may be amended from time to time by written agreement of the parties.

" Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement " means the amended and restated fiscal agency, calculation agency and Fundserv depository agreement between the Bank and RBC DS dated April 28, 2017, as amended by an amending agreement dated September 10, 2018 and as further amended, restated or supplemented from time to time.

" Bank " has the meaning set out in the first Paragraph.

" Base Shelf Prospectus " means the short form base shelf prospectus of the Bank, in either or both English and French, dated February 27, 2020, including at any time the documents or information incorporated or deemed to be incorporated by reference therein.

" Business Day " means a day which is not a Saturday, Sunday or a day on which banking institutions are authorized or required by law or regulation to be closed in the City of Toronto.

" Canadian Securities Laws " means all applicable securities laws in each of the Qualifying Jurisdictions and the respective regulations made thereunder, together with applicable published

policy statements, rules and orders of the securities regulators in each of the Qualifying Jurisdictions.

" Closing Time " means 2:00 p.m. (Toronto time) in respect of each Security Closing Date, or such other time as determined by the Bank and the Dealers from time to time.

" Current Prospectus " has the meaning set out in Subsection 3.2(b).

" Dealer " and " Dealers " have the meanings set out in the third Paragraph.

" Eligible Investment " means an investment that, as at the applicable time, would be qualified as an investment under the ITA and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered disability savings plans, registered education savings plans, tax-free savings accounts and deferred profit sharing plans, each within the meaning of the ITA (other than a deferred profit-sharing plan to which payments are made by the Bank or a corporation or partnership with which the Bank does not deal at arm's length within the meaning of the ITA).

" Indemnified Party " and " Indemnified Parties " have the meanings set out in Subsection 8.1(a).

" ITA " has the meaning set out in Subsection 4.2(d)(ii)(A).

" Marketing Materials " has the meaning ascribed thereto in NI 41-101.

" misrepresentation ", " material fact ", " material change " and " distribution " have the respective meanings set out in the Securities Act (Ontario), except as otherwise expressly provided herein.

" NI 33-105 " means National Instrument 33-105 – Underwriting Conflicts of the Canadian Securities Administrators, as amended or replaced.

" NI 41-101 " means National Instrument 41-101 – General Prospectus Requirements of the Canadian Securities Administrators, as amended or replaced.

" NI 44-101 " means National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators, as amended or replaced.

" NI 44-102 " means National Instrument 44-102 – Shelf Distributions of the Canadian Securities Administrators, as amended or replaced.

" No Trading Period " has the meaning set out in Section 3.2.

" Operating Procedures " means the operating procedures set out in Schedule B or as determined by the Bank and the Dealers from time to time.

" Out of the Market Period " has the meaning set out in Section 3.1.

" Pricing Supplement " means a pricing supplement to the Base Shelf Prospectus, in either or both English and French, which describes the specific terms (including pricing information) of a

particular issue of Securities under the Senior Note Program incorporated by reference into the Base Shelf Prospectus for the purpose of distributing Securities under the Senior Note Program, as contemplated by NI 44-102.

" Product Supplement " means a prospectus supplement to the Base Shelf Prospectus (other than the Program Supplement or a Pricing Supplement), in either or both English and French, which generally describes a particular type of Securities that may be issued under the Senior Note Program incorporated by reference into the Base Shelf Prospectus for the purpose of distributing Securities under the Senior Note Program, as contemplated by NI 44-102.

" Program Launch Date " has the meaning set out in Section 2.1.

" Program Supplement " means the prospectus supplement to the Base Shelf Prospectus, in either or both English and French, which provides for a continuous offering of Securities under the Senior Note Program during the period that the Base Shelf Prospectus remains effective in accordance with NI 44-102.

" Prospectus " means the Base Shelf Prospectus and the Program Supplement, together with any Prospectus Amendments, and the applicable Product Supplement and Pricing Supplement which collectively shall contain all terms and conditions for any particular offering of Securities under the Senior Note Program;

" Prospectus Amendment " means any amendment to the Base Shelf Prospectus or the Program Supplement, in either or both English and French, unless the context indicates otherwise and includes an amendment by way of a material change report as contemplated by the Shelf Requirements.

" Purchasers " means the persons who acquire Securities from the Bank or any Dealer (where such Dealer is acting as principal hereunder) and the permitted assignees or transferees of such persons from time to time.

" Qualifying Jurisdictions " means all of the provinces and territories of Canada.

" RBC DS " means RBC Dominion Securities Inc.

" Security " and " Securities " have the meanings set out in the first Paragraph.

" Security Closing " means the completion of the issuance and sale by the Bank of any offering of Securities pursuant to this Agreement.

" Security Closing Date " means a date on which a Security Closing occurs.

" SEDAR " has the meaning set out in National Instrument 13-101 – System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators, as may be replaced.

" Selling Firms " has the meaning set out in the third Paragraph.

" Senior Note Program " means the senior note program established by the Bank pursuant to which the Securities may be issued and sold in the Qualifying Jurisdictions as described in the Program Supplement.

" Senior Note Prospectus " has the meaning set out in Section 2.1.

" Shelf Requirements " means, together, NI 44-101 and NI 44-102.

" Standard Term Sheet " has the meaning ascribed thereto in NI 41-101.

" Supplementary Material " means, individually or collectively (as the context indicates), any Prospectus Amendment, prospectus supplement or other supplementary or amending document to the Base Shelf Prospectus or the Program Supplement filed by the Bank under Canadian Securities Laws.

" Template Version " of marketing materials has the meaning ascribed thereto under NI 41-101 and includes any revised template version of marketing materials as contemplated by NI 44-102.

" Trade Day " means a day on which the Bank accepts orders for Securities.

1.2 Interpretation.
(a) Unless otherwise specified, all references in this Agreement to money amounts are to the lawful money of Canada.
(b) The headings contained in this Agreement are for convenience only and will not affect the meaning or interpretation hereof. Unless otherwise indicated, any reference in this Agreement to an Article, Section, Paragraph or Schedule refers to the specific Article, Section, Paragraph or Schedule of this Agreement.
(c) Where the context so requires, words importing the singular number include the plural and vice versa , words importing gender will include the masculine, feminine and neuter genders, and the words " include ", " includes " and " including " mean, in each case, " without limitation ".
(d) The terms " party " and " the parties " refer to a party or the parties to this Agreement.

1.3 Schedules.

The following are the Schedules attached to and forming part of this Agreement:

Schedule A Form of Counterpart Schedule B Operating Procedures Schedule C Due Diligence

ARTICLE 2 DISTRIBUTION OF SECURITIES

2.1 Qualified Securities.

The offering of Securities hereunder will be made pursuant to the Bank's Senior Note Program established upon the filing by the Bank of the Program Supplement with securities regulators in each of the Qualifying Jurisdictions pursuant to the Shelf Requirements (the day on which such

filing is made, the " Program Launch Date "). The specific terms of particular Securities to be offered, which will be established at the time of the offering and sale of such Securities, will be described in a Product Supplement together with a Pricing Supplement. In respect of any particular Securities to be offered and sold under the Senior Note Program, the Base Shelf Prospectus and the Program Supplement (including any Prospectus Amendment thereto) together with the applicable Product Supplement and Pricing Supplement will collectively constitute the " Senior Note Prospectus " for such Securities.

2.2 Marketing Materials.

(a) RBC DS may prepare, in consultation with the Bank, any Marketing Materials reasonably required to be provided by the Dealers to any potential investor of Securities. The Template Version of such Marketing Materials shall be subject to the approval in writing of the Bank and RBC DS as contemplated by Canadian Securities Laws prior to the time such Marketing Materials are provided to potential investors.
(b) The Bank shall file any Marketing Materials (or any Template Version thereof) with the securities regulators in each of the Qualifying Jurisdictions where such filing is required on or before the day such Marketing Materials are first provided to any potential investor of Securities. Any comparables and disclosure relating to such comparables shall be removed by the Bank from the Template Version (if any) of such Marketing Materials in accordance with NI 44-102 prior to filing such Template Version with the securities regulators in each of the Qualifying Jurisdictions where such filing is required and a complete Template Version of such Marketing Materials containing such comparables and disclosure relating to such comparables shall be delivered to the securities regulators in each of the Qualifying Jurisdictions where such filing is required by the Bank.
(c) The Dealers, on a several basis, covenant and agree, during the period of distribution of the Securities:
(i) not to provide any prospective purchaser of Securities with any materials or information in relation to the distribution of the Securities or the Bank other than: (A) Marketing Materials that have been approved and filed in accordance with Subsections 2.2(a) and 2.2(b); (B) any Standard Term Sheets (provided they are in compliance with Canadian Securities Laws); and (C) the Prospectus in accordance with this Agreement; and
(ii) that any Marketing Materials approved and filed in accordance with Subsections 2.2(a) and 2.2(b) and any Standard Term Sheets shall only be provided to potential investors in the Qualifying Jurisdictions and, in the case of Marketing Materials, shall be accompanied by a copy of the Prospectus.
(d) Notwithstanding Subsections 2.2(b) and 2.2(c), following the approval and filing of a Template Version in accordance with Subsections 2.2(a) and 2.2(b), the Dealers may provide a limited-use version (as defined in NI 41-101) of such

Marketing Materials to potential investors in accordance with Canadian Securities Laws.

(e) The Bank consents to the Dealers' use of the Marketing Materials, any Standard Term Sheets, the Base Shelf Prospectus, the Program Supplement, any Prospectus Amendment, any Product Supplement and any Pricing Supplement for the offering and distribution of the Securities in compliance with the provisions of this Agreement and Part 9A of NI 44-102 and other applicable Canadian Securities Laws. For greater certainty, the foregoing shall not apply to any offering of Securities by the Bank directly to the public.

2.3 Best Efforts.

The Dealers will, on such dates the Bank has notified the Dealers in accordance with the Operating Procedures that it wishes to offer Securities, use their best efforts to solicit offers to purchase the Securities from members of the public in the Qualifying Jurisdictions, only as permitted by and in compliance with Canadian Securities Laws and the terms and conditions of this Agreement and the Base Shelf Prospectus, the Program Supplement and any Supplementary Material.

2.4 Solicitation of Offers.

The Dealers or their affiliates may solicit offers to purchase or sell Securities outside of Canada only with the prior consent of the Bank and in accordance with applicable law and only where the Securities may be lawfully sold on a basis exempt from the prospectus and registration requirements or similar requirements of any such jurisdictions. In any event, the Dealers will not solicit offers to purchase or sell the Securities so as to require registration of the Securities or the filing of a prospectus, registration statement or other notice or document with respect to the distribution of the Securities under the laws of any jurisdiction other than the Qualifying Jurisdictions, including, the United States; and will require each of the Selling Firms to agree with the Dealers not to so solicit or sell. For purposes of this Section 2.4, the Dealers will be entitled to assume that the Securities are qualified for distribution in all of the Qualifying Jurisdictions.

2.5 Terms of Securities.

The Securities will be issued pursuant to the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement and each issue of Securities will, in all material respects, have the attributes and characteristics described in the applicable Senior Note Prospectus. Each Security will be in the form agreed to from time to time by the Bank and the Dealers. Subject to the foregoing, all terms and conditions of Securities issued by the Bank from time to time will be determined by the Bank in its sole discretion (after consultation with the Dealers on a basis consistent with the Operating Procedures).

2.6 Breakdown of Distribution.

The Dealers will, as soon as is practicable, and in any event not later than the tenth day following a day on which the Dealers have distributed Securities, provide the Bank with a comprehensive breakdown of the Securities distributed by the Dealers and, for the Province of Québec, the

Selling Firms, in the aggregate, both through agency sales and principal sales (separately enumerated), in each of the Qualifying Jurisdictions where a breakdown is required for the purpose of calculating fees payable by the Bank to a securities regulator in each such Qualifying Jurisdiction.

ARTICLE 3 CHANGES DURING DISTRIBUTION

3.1 Out of the Market Period

At any time during the term of this Agreement, and for any reason, the Bank may designate a time period (an " Out of the Market Period ") during which the Bank will not distribute any Securities. Any such designation shall be made by written notice to the Dealers specifying the approximate expected duration of the Out of the Market Period given to the Dealers at least one Business Day in advance of the commencement thereof.

3.2 Material Changes During Distribution.

During the period of distribution of Securities under any Senior Note Prospectus, the Bank will not, during any No Trading Period, continue the distribution of such Securities until such No Trading Period ends, either as a result of a change in circumstances or a public announcement of the change. For the purposes hereof, " No Trading Period " means any time period in which the Bank reasonably believes that a change described in the following Paragraphs (a) through (c) is sufficiently imminent and probable that a reasonably prudent reporting issuer would not trade in its own securities:

(a) any material change in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Bank and its subsidiaries and affiliates (taken as a whole);
(b) any change in any material fact contained in a Senior Note Prospectus being used to offer Securities under the Senior Note Program (a " Current Prospectus "), which change is or may be of such a nature as to render any statement in such Current Prospectus misleading or untrue or result in a misrepresentation or which would result in such Current Prospectus not complying (to the extent that such compliance is required) with any Canadian Securities Laws; or
(c) any material fact that arises which would have been required to be stated in the Current Prospectus had such fact arisen on or prior to the date of the most recent amendment or supplement to the Current Prospectus.

The Bank will promptly and, in any event, within any applicable time limitation, comply with all applicable filing and other requirements under Canadian Securities Laws as a result of such change; provided that the Bank will not file any Supplementary Material without first obtaining the approval of the Dealers, which approval will not be unreasonably withheld. The Bank will in good faith discuss with the Dealers any change in circumstances which may reasonably give rise to a question of whether notice need be given to the Dealers under this Section 3.2.

3.3 Change in Canadian Securities Laws.

If, during the period of distribution of any Securities, there is any change in Canadian Securities Laws which, in the opinion of the Bank's counsel or the Dealers' counsel, requires the filing of Supplementary Material, the Bank will, to the reasonable satisfaction of its counsel and the Dealers' counsel, promptly prepare and file such Supplementary Material with the securities regulator in each of the Qualifying Jurisdictions where such filing is required.

ARTICLE 4 PROGRAM LAUNCH AND SECURITY CLOSINGS

4.1 Filing and Delivery of Documents during the Term of Agreement.

(a) The Bank will as soon as possible fulfil, and will continue to fulfil during the term of this Agreement, to the reasonable satisfaction of Dealers' counsel, all legal requirements to be fulfilled by the Bank (including, from time to time, any filings, proceedings and legal requirements set forth in the Shelf Requirements) to enable the Securities to be continuously offered for sale and sold to the public in each of the Qualifying Jurisdictions under the Shelf Requirements in compliance with Canadian Securities Laws by or through the Dealers.
(b) The Bank will deliver to the Dealers, as soon as they are available:
(i) copies of any Supplementary Material, signed if required by Canadian Securities Laws and in form and substance satisfactory to the Dealers, acting reasonably, including copies of any documents or information incorporated by reference therein and not previously delivered to the Dealers (provided that delivery of documents or information incorporated by reference will be considered satisfied if such documents and information are at such time accessible on SEDAR); and
(ii) copies of all receipts, decision documents, exemption orders or similar documents received by the Bank from any securities regulator in any of the Qualifying Jurisdictions in respect of the filing of the Base Shelf Prospectus, the Program Supplement, any Product Supplement or any Pricing Supplement.
(c) At the time of the delivery of any Supplementary Material which is in the French language, the Bank will deliver to the Dealers an opinion of one or more translators in form and substance satisfactory to the Bank and the Dealers, acting reasonably, to the effect that such Supplementary Material in the French language and any document or information in the French language incorporated by reference therein is, in all material respects, a complete and proper translation of the English language version thereof.

4.2 Deliveries of the Bank On or Before Program Launch Date.

The Bank will deliver to the Dealers on or before the Program Launch Date the following:

(a) a copy of the Base Shelf Prospectus approved, signed and certified on behalf of the Bank as required by Canadian Securities Laws, and a copy of the Program Supplement, each in form and substance satisfactory to the Dealers, acting reasonably, including copies of all documents or information incorporated by reference therein (provided that delivery of documents or information incorporated by reference will be considered satisfied if such documents and information are at such time accessible on SEDAR);
(b) a comfort letter of the auditors of the Bank, addressed to the directors of the Bank and the Dealers, in form and substance satisfactory to the Dealers, acting reasonably, relating to the verification of the financial information and accounting data contained in the Base Shelf Prospectus and the Program Supplement, which letter will be in addition to any auditor's report contained in the Base Shelf Prospectus;
(c) an opinion of one or more translators, in form and substance satisfactory to the Bank and the Dealers, acting reasonably, to the effect that the Base Shelf Prospectus and the Program Supplement in the French language and any document or information in the French language incorporated by reference therein is, in all material respects, a complete and proper translation of the English language version thereof;
(d) one or more officer's certificates of the Bank dated the Program Launch Date:
(i) with respect to the by-laws of the Bank, the incumbency and signature of the Bank's signing officers, and resolutions of the Bank's board of directors relating to the Senior Note Program, the creation, issue and sale of Securities, the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement and such other matters as the Dealers and Dealers' counsel may reasonably request; and
(ii) certifying for and on behalf of the Bank, to the best of the knowledge, information and belief of the person so signing, after having made reasonable inquiries, that, as of the Program Launch Date:
- (A) (I) the Bank is a resident in Canada for purposes of the Income Tax Act (Canada) (the " ITA "); (II) a class of shares of the capital stock of the Bank is listed on a "designated stock exchange in Canada" for purposes of the ITA; (III) the Bank is not a "mortgage investment corporation" for purposes of the ITA; and (IV) there is no reason to believe or expect that any of the statements made in such certificate will change during the period of distribution of any Securities described in a Pricing Supplement; and
- (B) (I) there has been no material adverse change in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Bank, its subsidiaries and affiliates on a consolidated basis from that disclosed in the Senior Note Prospectus delivered in respect of any Securities to be sold on a Security Closing Date;

(II) no event has occurred which should have been set forth in a Prospectus Amendment or in a notice of material change which has not been set forth in a Prospectus Amendment or such a notice; and (III) the resolutions of the Bank's board of directors delivered to the Dealers in certified form pursuant to Section 4.2(d)(i) remain in full force and effect and unamended.

The Bank shall be deemed to certify that the matters set out in Subsection (ii) above shall continue to be true and correct as of each Security Closing Date unless the Bank delivers a notice to the Dealers on or before such Security Closing Date describing any such matter that is no longer true and correct; and

(e) an opinion from the Bank's legal counsel addressed to the Dealers and the Dealers' legal counsel in form and substance satisfactory to the Dealers' legal counsel, acting reasonably; provided that the Bank's counsel will be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the federal laws of Canada and the Provinces of Ontario and Québec and, as to matters of fact or expert matters not within the knowledge or professional competence of counsel, on certificates of public officials and officers of the Bank.

4.3 Deliveries of the Dealers On or Before Program Launch Date.

The Dealers will deliver to the Bank on or before the Program Launch Date a copy of an opinion from the Dealers' legal counsel addressed to the Dealers in form and substance satisfactory to the Dealers, acting reasonably; provided that the Dealers' counsel will be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the federal laws of Canada and the Province of Ontario and provided further that Dealers' counsel may rely upon the opinion of counsel for the Bank, with respect to matters specifically relating to the Bank and, as to matters of fact or expert matters not within the knowledge or professional competence of counsel, on certificates of public officials and officers of the Bank.

4.4 Closing Deliveries On or Before Security Closings.

The Bank will deliver to the Dealers the following documents at the respective times indicated:

(a) as soon as possible and, in any event, within one Business Day from the date of each Pricing Supplement in respect of which Dealers have agreed to offer Securities, that number of copies of the Senior Note Prospectus for such Securities, including the applicable Pricing Supplement and any Marketing Materials, as the Dealers may reasonably require without charge, in such numbers and in such cities in the Qualifying Jurisdictions as the Dealers may reasonably request;
(b) on each Security Closing Date, an officer's certificate dated as of the applicable Security Closing Date certifying for and on behalf of the Bank, to the best of the knowledge, information and belief of the person so signing, after having made reasonable inquiries, to certain matters of fact, if any, as the Dealers and Dealers' counsel may reasonably request; and

(c) an opinion of one or more translators, in form and substance satisfactory to the Bank and the Dealers, acting reasonably, dated the applicable Security Closing Date to the effect that the Senior Note Prospectus in respect of the Securities to be sold on such Security Closing Date in the French language and any document or information in the French language incorporated by reference therein is, in all material respects, a complete and proper translation of the English language version thereof.

4.5 Security Closing Conditions.

The Dealers' obligations under this Agreement will be conditional upon the (I) fulfilment of the deliveries set out in Sections 4.1, 4.2 and 4.3 having been made, to the extent required therein, on or before the times specified in such Sections, as applicable, and (II) matters set out in Subsection 4.2(d)(ii) being true and correct as of each Security Closing Date. Any breach or failure to comply with any of the foregoing deliveries will entitle any Dealer, in its discretion, acting reasonably, to terminate its obligations under this Agreement by written notice to that effect given to the Bank at or prior to the Program Launch Date or the Closing Time on the applicable Security Closing Date.

4.6 Consent to Documents Delivered.

Delivery of a Senior Note Prospectus or any Supplementary Material will constitute the Bank's consent to the Dealers' use of such documents and any other public documents supplied to the Dealers for the distribution of the Securities in the Qualifying Jurisdictions, or outside Canada if such sales are permitted, in compliance with this Agreement and Canadian Securities Laws and relevant foreign securities laws.

4.7 Due Diligence.

In connection with a sale of Securities, the Bank will allow the Dealers and the Dealers' counsel to carry out reasonable due diligence necessary to fulfil the Dealer's obligations under Canadian Securities Laws. Current procedures for such due diligence are outlined in Schedule C hereto and may be modified as necessary to fulfill such obligations, provided that such modifications are mutually acceptable to the Bank and the Dealers.

4.8 Condition to Dealers' Certification.

The obligation of the Dealers to execute any certificate or deliver any documents pertaining to the filing of the Program Supplement or any Prospectus Amendment will be conditional upon compliance by the Bank to the date of such execution and delivery with each of the covenants contained in Sections 4.2, 4.7 and 5.2 to be complied with prior to the filing of such documents.

4.9 Completion of Purchase and Sale of Securities.

The purchase and sale of any issue of Securities will be completed at such place as the Dealers and the Bank may agree. At or prior to the Closing Time in respect of a Security Closing, the Bank will deliver the Securities to the Dealers in accordance with the Operating Procedures, against payment to the Bank (or as the Bank may direct) of the aggregate subscription price therefor in the currency of the applicable Securities by certified cheque, banker's draft or

electronic wire transfer. The Bank will pay the aggregate applicable commissions or fees and RBC DS will direct the applicable portion of the aggregate funds to be paid to the respective Dealers on the Security Closing Date.

ARTICLE 5 REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS

5.1 Representations and Warranties of the Bank.

The Bank represents and warrants to the Dealers, and acknowledges that each of them is relying upon such representations and warranties in entering into this Agreement, which representations and warranties will be true and correct as of the Program Launch Date and each Security Closing Date with the same force and effect as if then made, that:

(a) the delivery by the Bank to the Dealers of the documents referred to in Sections 4.1, 4.2 and 4.4 will constitute the Bank's representation and warranty to the Dealers that each such document at the time of its filing complied in all material respects with the requirements of Canadian Securities Laws pursuant to which it was filed and that all the information and statements (except information or statements contained in or omitted from such document in reliance upon information provided by the Dealers or any of them, information relating solely to the Dealers and information and statements which are modified by or superseded by information or statements contained in or incorporated by reference in each Senior Note Prospectus or any Prospectus Amendment, as the case may be) contained in or incorporated by reference in such documents are, at the respective dates of delivery thereof, true and correct, and that such documents (including, the documents incorporated therein by reference) contain no misrepresentation (as defined under Canadian Securities Laws) and constitute full, true and plain disclosure of all material facts relating to the Bank, its material subsidiaries and affiliates, taken together, and to the Securities as required by Canadian Securities Laws and that no material fact has been omitted therefrom and no other information has been omitted therefrom which is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made; and
(b) each of the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement and this Agreement is a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms subject to bankruptcy, insolvency and similar laws affecting the rights of creditors generally, the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction and the qualification that the enforceability of rights of indemnity and contribution may be limited by applicable law.

5.2 Covenants of Bank.

The Bank will use its best efforts for so long as any Securities qualified for distribution by a Senior Note Prospectus remain outstanding:

(a) to remain a reporting issuer in the Qualifying Jurisdictions not in default of any requirements of the Canadian Securities Laws applicable therein; and
(b) to not take any action which would cause the Securities to cease to qualify as Eligible Investments if the Pricing Supplement in respect of such Securities represents that such Securities are Eligible Investments.

5.3 Representations and Warranties of the Dealers.

Each of the Dealers, severally on its own behalf and not jointly, hereby represents and warrants to the Bank, and acknowledges that the Bank is relying on such representations and warranties in entering into this Agreement, which representations and warranties will be true and correct as of the Program Launch Date and each Security Closing Date with the same force and effect as if then made, that:

(a) it holds and will ensure that its affiliates and each Selling Firm, as applicable, will hold, all necessary registrations, permits and licenses to offer for sale, to solicit offers to purchase or to sell Securities or to carry out any act that is necessary to be carried out in connection with the sale of Securities in each of the Qualifying Jurisdictions, in compliance with applicable Canadian Securities Laws or any other applicable laws, regulations or policies;
(b) neither it, its affiliates nor any persons acting on its or their behalf (i) has engaged or shall engage in any directed selling efforts (as defined in Regulation S under the U.S. Securities Act of 1993 , as amended) (" Regulation S ") in the United States (as defined in Regulation S) with respect to the Securities, or (ii) unless with the prior consent on the Bank provided in accordance with Section 2.4, shall offer, sell, resell or redeliver, directly or indirectly, any Securities in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S) or to any other person for offer, sale, resale or delivery, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Person;
(c) if offers of the Securities outside of Canada are permitted with the consent of the Bank in accordance with this Agreement, it holds and will ensure that its affiliates and each Selling Firm, as applicable, will hold, all necessary registrations, permits and licenses to offer for sale, to solicit offers to purchase or to sell Securities or to carry out any act that is necessary to be carried out in connection with the sale of Securities in such jurisdictions outside of Canada, in compliance with applicable securities laws or any other applicable laws, regulations or policies of such jurisdictions; and
(d) each Dealer, other than RBC DS, by signing this Agreement represents and warrants to the Bank that it is not a person in respect of which the Bank is a "related issuer" or a "connected issuer" within the meaning of NI 33-105.

5.4 Covenants of the Dealers.

(a) Each of the Dealers, severally on its own behalf and not jointly, hereby covenants to the Bank that:
(i) it will not offer the Securities outside Canada without the prior consent of the Bank;
(ii) it will not disclose or permit disclosure of any confidential information or facts relating to the Bank or any of its subsidiaries and affiliates which has not been publicly disclosed until such time as such information or fact is publicly disclosed by the Bank or any of its subsidiaries and affiliates or is required to be disclosed by law or a court or regulatory body of competent jurisdiction;
(iii) provided the Bank delivers the applicable Senior Note Prospectus to such Dealer as contemplated in Section 4.4(a), it will deliver such Senior Note Prospectus to the purchasers of Securities as soon as possible after receipt thereof and, to the extent practicable, by the close of business on the Business Day such documents are delivered by the Bank to such Dealer;
(iv) it will not, and will ensure that its affiliates and any Selling Firm, as applicable, do not, when offering for sale, soliciting offers to purchase, selling or carrying out any act in connection with the sale of Securities, breach any Canadian Securities Laws or any other applicable laws, regulations or policies;
(v) it will not, in connection with the offering of the Securities, make any representation or warranty with respect to the Securities except pursuant to the applicable Senior Note Prospectus except as will be expressly authorized in writing by the Bank; and
(vi) it will continue to be duly qualified under applicable Canadian Securities Laws in those Qualifying Jurisdictions in which it will act as agent of the Bank in connection with any offering of Securities.
(b) Each of the Dealers, severally on its own behalf and not jointly, will use all information provided to it in connection with this Agreement only for the purposes set out herein and for no competitive or other purposes whatsoever.
(c) If offers of the Securities outside Canada are permitted with the consent of the Bank in accordance with this Agreement, each of the Dealers, severally on its own behalf and not jointly, undertakes to the Bank that it will be bound by and will comply with such covenants or restrictions as the Bank may require, acting reasonably. In addition, if required by the Bank or otherwise as agreed by the Bank and the Dealers, the Dealers shall use a form of wrap setting out the applicable terms and conditions of such offers outside of Canada in addition to the applicable Senior Note Prospectus to solicit offers to purchase or sell Securities outside Canada, in form and substance acceptable to the Bank.

(d) No person or company, other than RBC DS, shall become a Dealer unless:
(i) RBC DS has received a representation from the person or company that the person or company is not one in respect of which the Bank is a "related issuer" within the meaning of NI 33-105 and that the Bank or any "related issuer" of the Bank does not have a relationship with, the person or company, a "related issuer" of the person or company or a director, officer or partner of the persons or company or of a "related issuer" of the person or company that may, in each case, lead a reasonable prospective purchaser of the Securities to question if the Dealer and the Bank are independent of each other for the purpose of distributing the Securities; or
(ii) RBC DS and the Bank have agreed that the person or company is not one in respect of which the Bank is a "related issuer" or a "connected issuer" within the meaning of NI 33-105.

5.5 Survival of Representations and Warranties.

All warranties, representations, covenants and agreements contained in this Agreement or any documents submitted pursuant to this Agreement and in connection with the transactions contemplated in this Agreement will survive the Program Launch Date and any Security Closing and continue in full force and effect for the benefit of the Purchasers, regardless of such Program Launch Date or any Security Closing and regardless of any investigation which may be carried out by the Purchasers or on their behalf.

ARTICLE 6 TERMINATION

6.1 Expiry.

Unless terminated earlier pursuant to the provisions of this Agreement, the term of the Dealers' appointment as agents under this Agreement will expire on the earlier of:

(a) the date that the Base Shelf Prospectus expires under applicable Canadian Securities Laws;
(b) the date upon which the Bank receives a receipt for a new (final) short form base shelf prospectus to replace or supersede the Base Shelf Prospectus for the purpose of continuing the Senior Note Program;
(c) the date upon which the aggregate principal amount of Securities qualified under the Program Supplement has been sold; or
(d) in respect of one or more of the Dealers to whom or by whom the notice referred to in this Subsection 6.1(d) is delivered, the date upon which:
(i) the Bank delivers written notice to one or more such Dealers that it does not wish to continue the agency arrangement specified herein in respect of such Dealer or Dealers; or

(ii) any such Dealer delivers written notice to the Bank that it does not wish to continue the agency arrangement specified herein.

6.2 Termination of Obligations of Dealers.

Each of the Dealers will be entitled to terminate its rights and obligations under this Agreement with respect to any particular Security Closing and its obligations to purchase as principal by written notice to that effect given to the Bank if after the date on which the Dealer has agreed to accept such obligations:

(a) any inquiry, investigation or other proceeding is commenced or any order is issued under or pursuant to any statute of Canada or of any province or territory of Canada preventing or restricting the distribution of or trading in the Securities in any of the Qualifying Jurisdictions;
(b) there shall occur any material change or change in a material fact or the Dealer becomes aware of a type of undisclosed material fact referred to in Subsection 3.2(c) which in the Dealer's opinion, acting reasonably, would be expected to have a significant adverse effect on the market price or value of the Securities;
(c) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation which in the Dealer's opinion seriously adversely affects, or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Bank and its subsidiaries taken as a whole; and
(d) the rating assigned to long-term debt securities of the Bank by any nationally recognized securities rating agency in Canada or the United States has been lowered since the Trade Day for such Security Closing or if any such rating agency has publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Bank's long-term debt securities and if in the Dealer's opinion, acting reasonably, such change in rating or announcement could be reasonably expected to have a significant adverse effect on the market price or value of the Securities.

Such notice must be given to the Bank prior to the Closing Time or the time for the completion of such purchase, as applicable.

6.3 Procedures Upon Termination.

(a) In the event of a termination by any Dealer pursuant to Section 6.2, such Dealer and the Bank shall have no further liability except any liability which may have arisen or may thereafter arise under Article 7 or Article 8.
(b) Any termination by the Bank pursuant to Section 6.1 or any Dealer pursuant to Section 6.1 or Section 6.2, as applicable, will be effected by notice in writing delivered to the affected party or parties. The right of the Bank or any Dealer to so terminate its obligations under this Agreement is in addition to any other

remedies that it may have in respect of any default, act or failure to act of another party in respect of any of the matters contemplated by this Agreement.

(c) Upon termination by a Dealer or Dealers pursuant to Section 6.1 or Section 6.2, the Bank and the remaining Dealers will promptly file a Prospectus Amendment, satisfactory to Dealers' counsel, acting reasonably, indicating that the Dealer has or Dealers have ceased to be a Dealer or Dealers under the Program Supplement or Pricing Supplement, as applicable, and in the case of an amendment to the Program Supplement, containing a new certificate page to the Program Supplement signed by the remaining Dealers, and any other document required under Canadian Securities Laws.

ARTICLE 7 EXPENSES

7.1 Expenses.

Unless otherwise agreed by the parties hereto in respect of any particular issue of Securities, whether or not any sale of the Securities will be completed, all reasonable expenses of or incidental to the issuance and delivery of such Securities and of or incidental to all matters in connection with the transactions set out herein will be borne by the Bank, including expenses in connection with the issuance and sale of the Securities, all fees required under Canadian Securities Laws, the qualification of the Securities for distribution in the Qualifying Jurisdictions, all costs (including hotel, meal and transportation expenses) of any marketing or information meetings conducted by the Bank or the Dealers, as applicable, the fees and expenses of counsel to the Bank and all local counsel selected by the Bank, the out-of-pocket expenses of the Dealers in connection with or incidental to the offering and issuance of the Securities (including hotel, meal and transportation expenses, and the reasonable fees and disbursements of their counsel), and all costs incurred in connection with the preparation and printing of any Senior Note Prospectus or any Supplementary Material.

ARTICLE 8 INDEMNIFICATION

8.1 Indemnity.
(a) The Bank shall indemnify and save each of the Dealers and their respective directors, officers, employees, shareholders and agents, and any person (other than the Bank and its successors and assigns) which, for these purposes, includes each such person's directors, officers and employees, shareholders and agents, to whose benefit this Agreement enures or upon whom it is binding (each of whom is an " Indemnified Party ", and are referred to collectively as the " Indemnified Parties ") harmless from and against all losses (except loss of profits in connection with the sale of the Securities), claims (other than a claim caused by or arising by reason of the breach by any such Dealer or an Indemnified Party of any of the Dealer's representations, warranties or covenants herein contained or of applicable Canadian Securities Laws or other applicable laws in connection with the transactions provided for herein), costs, damages, demands, expenses and

liabilities which any of the Indemnified Parties may suffer, incur or be the subject of (whether under the provisions of any statute or otherwise), from time to time, and which are in any way caused by or derived directly or indirectly by reason of, from or in consequence of:

(i) any misrepresentation, untrue or misleading statement or omission (except for a misrepresentation, statement or omission relating solely to the Dealers or any of them contained herein) in any Senior Note Prospectus or any Supplementary Material or in any document incorporated therein by reference or supplementary thereto or in any other material supplied to the Dealers by the Bank pursuant to this Agreement and/or filed or delivered by the Bank in compliance or intended compliance with Canadian Securities Laws;
(ii) any order made or inquiry, investigation or proceeding commenced or threatened by the Superintendent of Financial Institutions (Canada), any securities regulator or other competent authority in Canada or in any of the Qualifying Jurisdictions based upon any misrepresentation, untrue or misleading statement or omission or alleged misrepresentation, untrue or misleading statement or omission (except a misrepresentation, statement or omission relating solely to the Dealers or any of them) contained in any Senior Note Prospectus, any Supplementary Material or any other material or document filed or delivered by the Bank pursuant to this Agreement (except any document or material delivered or filed solely by the Dealers) which prevents or restricts the trading in or the distribution of any of the Securities or any of them in any of the Qualifying Jurisdictions; or
(iii) the French language version of any document referred to in Subsection 8.1(a)(i) hereof being, or being alleged to be, other than a complete and proper translation in all material respects of the English language version of the document.

If any claim contemplated by this Subsection shall be asserted against any of the Indemnified Parties, or if any potential claim contemplated by this Subsection shall come to the knowledge of any of the Indemnified Parties, the Indemnified Party concerned shall notify the Bank as soon as possible of the nature of such claim (provided that any failure to so notify shall not affect the liability of the Bank under this Subsection except to the extent that the Bank is materially prejudiced by such failure) and the Bank shall be entitled (but not required) to assume the defence on behalf of the Indemnified Party of any suit brought to enforce such claims. The defence of such claim shall be through legal counsel engaged by the Bank and acceptable to the Indemnified Party, acting reasonably, and no admission of liability shall be made by the Bank or the Indemnified Party without, in each case, the prior written consent of the Bank and the Indemnified Party, such consent not to be unreasonably withheld or delayed. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless: (i) the employment of such counsel has been authorized by the Bank; (ii) the Bank has not within a

reasonable time after receiving written notice of a claim or potential claim employed counsel to have carriage of the defence of such suit; or (iii) the named parties to any such suit include the Indemnified Party and the Bank and the Indemnified Party has been advised by counsel that there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Bank. If an Indemnified Party has the right to employ separate counsel in a suit, the Bank shall not have the right to assume the defence of such suit on behalf of the Indemnified Party but the Bank shall be liable in accordance with the provisions of this Subsection to pay the reasonable fees and expenses of counsel for the Indemnified Party. Unless an Indemnified Party has been advised by counsel that there may be one or more legal defences available to it which are different from or in addition to those available to the other Indemnified Parties, the Bank shall not be liable under this Section 8.1 to pay the fees and expenses of more than one law firm in any one jurisdiction acting as counsel on behalf of one or more Indemnified Parties. The Bank hereby constitutes the Dealers as trustees for the Dealers' respective directors, officers, employees, shareholders and agents of the covenant of the Bank under this Section 8.1 with respect to the Dealers' respective directors, officers, employees, shareholders and agents and the Dealers agree to accept such trust and hold and enforce such covenants on behalf of such persons.

(b) In order to provide for just and equitable contribution in circumstances in which the indemnity provided in Subsection 8.1(a) is due in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by any Indemnified Party or enforceable otherwise than in accordance with its terms, to the extent permitted by applicable law, the Bank and each affected Indemnified Party shall contribute to the aggregate of all claims, damages, costs and liabilities and all losses (other than loss of profits) of the nature contemplated in Subsection 8.1(a) and suffered or incurred by any Indemnified Party in such proportions so that such Indemnified Parties are each responsible for the portion represented by the percentage that the aggregate fee payable by the Bank to such Indemnified Party bears to the aggregate initial offering price of the Securities sold by the Dealers under a Senior Note Prospectus and the Bank shall be responsible for the balance whether or not it has been sued or sued separately. No Indemnified Party shall be liable to contribute, in the aggregate, any amount in excess of such aggregate fees or any portion thereof actually received and no person guilty of a fraudulent misrepresentation shall be entitled to any contribution from any person who is not guilty of such fraudulent misrepresentation.
(c) The rights to contribution provided in Section 8.1(b) shall be in addition to and not in derogation of any other right to contribution which any Indemnified Party may have by statute or otherwise pursuant to applicable law.
(d) In the event that the Bank may be held to be entitled to contribution from any Indemnified Party under the provisions of any statute or otherwise pursuant to applicable law, the Bank's entitlement shall be limited to an amount not exceeding the lesser of (i) the portion for which such Indemnified Parties are responsible, as determined pursuant to Subsection 8.1(b), of the full amount of the loss or

liability giving rise to such contribution and (ii) the amount of any fees or commissions actually received by such Indemnified Parties in connection herewith.

(e) If any action is instituted against the Bank as a result of any matter referred to in Subsection 8.1(a) or if any payment is made by the Bank pursuant to this Section, the Bank shall not make any claim for contribution against any of the Indemnified Parties except to the extent permitted by Subection 8.1(b) or except to the extent that such claim is based upon the fraud, wilful misconduct, negligence or misfeasance or intentional or gross fault of any such parties.
(f) Notwithstanding any other provision of this Agreement, the rights to indemnity and contribution contained in this Section 8.1 shall survive each and every sale of Securities hereunder and shall continue in full force and effect unaffected by any disposition or re-distribution by Dealers of any or all of the Securities.

ARTICLE 9 AUTHORITY OF LEAD DEALER

9.1 Authority of Lead Dealer.

Except where otherwise specified in this Agreement, all steps which must or may be taken by the Dealers in connection with this Agreement, including the execution and delivery of any agreement to amend this Agreement, shall be taken by RBC DS, as the lead Dealer, on the Dealers' behalf, after consultation with the other Dealers, and each of the Dealers authorizes the Bank to deal solely with RBC DS on behalf of all Dealers except in respect of a notice of termination pursuant to Section 6.1 or 6.2 or any claim or settlement under Article 8.

9.2 Dealings with Other Dealers.

Notwithstanding Section 9.1, the Bank may, from time to time, deal directly with any Dealer other than RBC DS in connection with a distribution of the Securities (such as in the event that RBC DS is not participating in such distribution).

ARTICLE 10 MISCELLANEOUS

10.1 Waiver of Terms and Conditions.

The Dealers may waive, in whole or in part, or extend the time for compliance with, any term or condition of this Agreement without prejudice to their rights in respect of any such term or condition or any subsequent breach thereof or non-compliance therewith. Any such waiver or extension must be in writing to be binding on the Dealers.

10.2 Notices.

Any notice or other communication to be given hereunder will be in writing and, unless delivered by courier or personally to a responsible officer of the addressee, will be given by

email, and will be deemed to have been received on the date so delivered or emailed or delivered to:

(a) in the case of the Bank:

Royal Bank of Canada Corporate Treasury 14[th] Floor 155 Wellington Street West Toronto, Ontario M5V 3H6 Email: [email protected] Attention: Managing Director and Canada Head Sales, Global Equity-Linked Products

with a copy to:

Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, Ontario M5V 3J7 Email: [email protected] Attention: Patricia Olasker

(b) in the case of the Dealers collectively, or to RBC Dominion Securities Inc.:

RBC Dominion Securities Inc. South Tower 2[nd] Floor Royal Bank Plaza Toronto, Ontario M5J 2J5 Email: [email protected] Attention: Managing Director and Canada Head Sales, Global Equity-Linked Products

with copies to:

Desjardins Securities Inc. 1170 Peel Street Suite 300 Montréal, Québec H3B 0A9 Email: [email protected] Attention: Sébastien Hébert

Laurentian Bank Securities Inc. 1360 René-Lévesque Blvd W Suite 620 Montreal, Québec H3G 0E8 Email: [email protected] Attention: Dominic D'Aoust

National Bank Financial Inc. 1155 Metcalfe Street 1st Floor Montreal, Québec H3B 5G2 Email: [email protected] Attention: Louis Arcand Raymond James Ltd 40 King Street West, Suite 5300 Scotia Plaza, P.O. Box 415 Toronto, Ontario M5H 3Y2 Email: [email protected] Attention: Christopher Cafley Richardson GMP Limited 145 King Street West, Suite 500 Toronto, Ontario M5H 1J8 Email: [email protected] Attention: James Price McMillan LLP Brookfield Place Suite 4400 181 Bay Street Toronto, Ontario M5J 2T3 Email: [email protected] Attention: Leila Rafi

and to such other Dealers as the Bank may appoint as provided herein.

Any of the foregoing parties may change their respective addresses by notice given in the manner aforesaid.

10.3 General.

(a) Time is of the essence.
(b) Except for the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement, this Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and will supersede any and all prior negotiations, understandings and agreements whether oral or written. This Agreement may be amended or modified in any respect only by written instrument executed by the parties.
(c) The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

(d) This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
(e) The terms and provisions of this Agreement will be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns and is not assignable by any party without the written consent of the other parties.
(f) Each of the parties will do or cause to be done all such acts and things and will execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.
(g) This Agreement is intended to and will take effect as of the date first set forth above notwithstanding its actual date of execution or delivery.
(h) This Agreement may be executed in any number of counterparts, with the same effect as if all parties had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[ Remainder of page left intentionally blank – signature page follows ]

If the Bank is in agreement with the foregoing terms and conditions, please so indicate by executing the two enclosed copies of this letter where indicated and delivering one of the copies to RBC DS on behalf of the Dealers.

Yours very truly,

RBC DOMINION SECURITIES INC.

Per: (signed) Scott McBurney Name: Scott McBurney Title: Authorized Signatory

Per: (signed) Margaret McCormack Name: Margaret McCormack Title: Authorized Signatory

DESJARDINS SECURITIES INC.

Per: (signed) Jean-Yves Bourgeois Name: Jean-Yves Bourgeois Title: Authorized Signatory

LAURENTIAN BANK SECURITIES INC.

Per: (signed) Pierre Godbout Name: Pierre Godbout Title: Authorized Signatory

NATIONAL BANK FINANCIAL INC.

Per: (signed) Étienne Dubuc Name: Étienne Dubuc Title: Authorized Signatory

Signature Page to Dealer Agreement

RAYMOND JAMES LTD.

Per: (signed) Sybil Verch Name: Sybil Verch Title: Authorized Signatory

RICHARDSON GMP LIMITED

Per: (signed) Andrew Marsh Name: Andrew Marsh Title: Authorized Signatory

The foregoing is hereby accepted and agreed.

ROYAL BANK OF CANADA

Per: (signed) Scott McBurney Name: Scott McBurney Title: Authorized Signatory Per: (signed) James Cogill Name: James Cogill Title: Authorized Signatory

Signature Page to Dealer Agreement

SCHEDULE A

COUNTERPART TO DEALER AGREEMENT

TO: ROYAL BANK OF CANADA (the " Bank ")

AND TO: RBC DOMINION SECURITIES INC., DESJARDINS SECURITIES INC., LAURENTIAN BANK SECURITIES INC., NATIONAL BANK FINANCIAL INC. RAYMOND JAMES LTD. and RICHARDSON GMP LIMITED (collectively, the " Original Dealers ")

Reference is made to the dealer agreement dated February 27, 2020, as amended from time to time (the " Dealer Agreement ") between the Bank and the Original Dealers, a copy of which is attached as Appendix A. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Dealer Agreement.

In accordance with the Dealer Agreement, in executing this counterpart to the Dealer Agreement, the undersigned hereby covenants and agrees to be bound by the Dealer Agreement, as the same may be amended from time to time in accordance with the provisions thereof, in connection with the offering and sale of the Securities under the Bank's Senior Note Program as a Dealer in the same manner and to the same extent as if the undersigned had been one of the Original Dealers under the Dealer Agreement.

For the purposes of Section 10.2 of the Dealer Agreement, copies of notices should also be delivered to:

 Email:  Attention: 

DATED

[NAME OF NEW DEALER]

Per: Name: Title:

[Note: Attach Dealer Agreement as Appendix A hereto]

SCHEDULE B

OPERATING PROCEDURES

The following outlines the procedures by which the Bank intends from time to time to sell the Securities through the Dealers acting as agents of the Bank or as principals for resale pursuant to the Agreement. All operating procedures shall be carried out in accordance with the Shelf Requirements and applicable Canadian Securities Laws. These operating procedures shall not apply when the Bank elects, pursuant to the Agreement, to issue Securities directly to purchasers.

A. General

At any time, the Bank may establish, in consultation with the Dealers or any of them, an appropriate rate and pricing structure for Securities to be sold by the Dealers within a defined time frame pursuant to the Agreement and the Bank's requirement for funds to be raised by the sale of such Securities (including the term or terms and the currency or currencies required and other terms and conditions (collectively, the " Terms and Conditions " of the Securities)) as permitted by the Base Shelf Prospectus and Program Supplement (as amended or further supplemented by any Prospectus Amendment). At the Bank's sole discretion, the rate and pricing structure and requirement for funds so established will be based upon market conditions and the Bank's current and prospective funding requirements.
The Bank, in its sole and absolute discretion, may determine that an adjustment in the rate or pricing structure, any of the other Terms and Conditions or the requirement for funds is desirable and will notify each Dealer of the adjustment. The Bank may consult with the Dealers or any of them concerning the desirability of any such adjustment. Also, a Dealer will advise the Bank at any time if the Dealer feels an immediate adjustment in the Bank's rate or pricing structure, any of the other Terms and Conditions or the requirement for funds is desirable.
Whenever a Dealer obtains a firm offer to purchase Securities on the Terms and Conditions established by the Bank and within the confines of the Bank's prevailing requirement for funds, the Dealer may accept such offer as agent on behalf of the Bank (with commissions as may be mutually agreed upon by the Dealer and the Bank) or may acquire such Securities as principal on terms (including price and commissions, if any) then mutually agreed upon by the Dealer and Bank for resale by the Dealer pursuant to such offer and the Dealer will (a), in the case of Securities purchased and settled using the Fundserv network (" Fundserv Securities "), enter the trade on the Fundserv network, or (b) in the case of Securities traded over-the-counter (" OTC Securities "), telephone or otherwise contact the Bank to settle the trade.
Whenever a Dealer obtains a firm offer to purchase Securities at other than the prevailing Terms and Conditions, and/or not within the confines of the Bank's prevailing requirement for funds, the Dealer will inform the Bank of that offer.
Unless otherwise agreed to by the Dealer and the Bank, all orders accepted by the Bank on a Trade Day will be settled on the second Business Day following the Trade Day in Toronto, Ontario.

The Bank will file all Product Supplements and Pricing Supplements and other documents required to be filed with the securities regulator in each Qualifying Jurisdiction in which Securities have been sold pursuant to the applicable Product Supplement and Pricing Supplement within the times prescribed by the Shelf Requirements and any other applicable Canadian Securities Laws and will remit all fees payable to such regulatory authorities.

B. Book-Entry Only Securities

Subject to the terms of the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement, Securities shall be issued in the form of one or more global securities registered in the name of the Fundserv Depository (as defined below) for Fundserv Securities or the OTC Depository (as defined below) for OTC Securities that evidence all or any part of any series of Securities (" Global Securities ") and shall be held under the Book-Entry Only System.
Each Global Security evidencing all or any part of any series of Fundserv Securities will be registered in the name of RBC DS, or such other nominee designated by RBC DS from time to time, or any other depository designated by the Bank pursuant to the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement, or its nominee (the " Fundserv Depository "), on the debt securities register maintained under the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement.
Each Global Security evidencing all or any part of any series of OTC Securities will be registered in the name of CDS & Co., as nominee for the CDS Clearing and Depository Services Inc. (" CDS "), or such other nominee designated by CDS from time to time, or any other depository designated by the Bank pursuant to the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement, or its nominee (the " OTC Depository ", and together with the Fundserv Depository, the " Depositories " and each, a " Depository "), on the debt securities register maintained under the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement.
The receipt of immediately available funds by the Bank in payment for each Global Security and the issuance of such Global Security shall constitute " Settlement " and the date on which Settlement occurs shall constitute the " Settlement Date ".
Settlement procedures with regard to each Global Security to be issued and sold shall be as set forth below, subject to such amendments as may be required to comply with any Depository rules in effect at the time of Settlement:
(a) The Dealer will advise the Bank of the necessary information required for Settlement of the Global Securities (the " Settlement Information ") immediately following the acceptance of any offer by the Dealer acting as agent on behalf of the Bank or acting as principal and all such Settlement Information shall be confirmed in writing pursuant to the timetable for Settlement set forth below.
(b) After receiving the Settlement Information from the Dealer, the Bank will deliver to each Dealer which is acting as a Dealer for the issue, a Senior Note Prospectus (including the applicable Pricing Supplement and any Marketing Materials)

relating to the Global Security to be issued and sold in accordance with such Settlement Information. The Dealer will deliver the Senior Note Prospectus to each purchaser of any beneficial interest in the applicable Global Security (a " Book-Entry Interest ") by the end of the second Business Day following the Trade Day or the date the Bank has delivered the applicable Senior Note Prospectus to the Dealer, whichever is later.

(c) The Bank will, subject to any required Depository approvals and procedures, assign an ADP code to the Fundserv Securities represented by a Global Security or a CUSIP number to the OTC Securities represented by a Global Security and will, in each case, forward copies of the applicable Senior Note Prospectus to the applicable Depository via facsimile or other form of electronic transmission and request activation of the ADP code for Fundserv Securities or CUSIP number for OTC Securities.
(d) After receiving all of the Settlement Information from the Dealers participating in the sale of the Securities, the Bank will communicate to the applicable Depository and to the Fiscal Agent (as such term is defined in the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement) all of the Settlement Information by facsimile or electronic transmission.
(e) The Bank will prepare and execute a Global Security in the form agreed to by the Bank and the Fiscal Agent.
(f) Each Dealer shall deliver either by certified cheque or by electronic funds transfer the amount, net of the appropriate Dealer's commission, as agreed in respect of such Securities, to an account designated by the Bank with a reference or trading number. In the event such amount has not been received in the designated account of the Bank by 2:00 p.m. on the Settlement Date, the transaction shall not settle until the next Business Day in Toronto, Ontario and the Bank shall be compensated by the Dealer for its cost of funds incurred as a result of the delay in Settlement based on the interest rate or yield determined and calculated in the manner provided in the Securities, for the period from but not including the Settlement Date to and including the date the transaction settles.
(g) Upon instructions from the Bank to do so, the Fiscal Agent will authenticate the Global Security and deliver such Global Security to the Dealer or directly to the applicable Depository or such other person as the applicable Depository may appoint as "Custodian" as such term is defined in the Amended and Restated Fiscal Agency, Calculation Agency and Fundserv Depository Agreement (as instructed by the Bank) in Toronto, Ontario.
(h) The applicable Depository will credit the Book-Entry Interest in the Securities to the appropriate participant account(s) maintained by such Depository.
(i) The Dealer will confirm the purchase of each Book-Entry Interest in the Securities to the purchasers thereof by mailing a written confirmation to such purchasers.

If a proposed issue and sale of a Global Security is cancelled prior to Settlement, the Bank will deliver to the applicable Depository and the Fiscal Agent a cancellation message to such effect and make appropriate entries in its records. If an ADP code has been assigned to such a Global Security representing Fundserv Securities, such ADP code shall not be reassigned. For a Global Security representing OTC Securities, the CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be cancelled and not reassigned.

These Operating Procedures will be in effect until such time as the Bank and the Dealers shall agree that revisions to the procedures are desirable.

SCHEDULE C

DUE DILIGENCE

REVIEW PROCESS FOR THE SENIOR NOTE PROGRAM

The following sets out the due diligence review process for the Senior Note Program.

Annual Review with Senior Management

Once per fiscal year of the Bank, and no later than 14 months from a previous due diligence session, representatives of each of the Dealers and counsel to the Dealers may, at the option of the Dealers, acting reasonably, meet with one or more members of the senior management of the Bank and their respective counsel to conduct an update due diligence session with respect to the affairs of the Bank. Any such meeting may take the form of a conference call and may be combined with a due diligence session that is scheduled in connection with one of the Bank's treasury offerings or ordinary course due diligence sessions, provided that the Bank will use commercially reasonable efforts to provide the Dealers with at least 48 hours' notice of such due diligence session.