Common use of Arm’s Length Transaction Clause in Contracts

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III Title: Vice President and Treasurer IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS CREDIT SUISSE SECURITIES (EUROPE) LIMITED HSBC DEUTSCHE BANK AG, LONDON BRANCH THE ROYAL BANK OF SCOTLAND PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorised Attorney By: CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director BY: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ Sibel Karantay Name: Sibel Karantay Title: Director THE ROYAL BANK OF SCOTLAND PLC By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory BANCO SANTANDER, S.A. By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ Broecheler Name: ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Broecheler Title: Head Legal Capital Markets Executive Director BANCA IMI S.P.A By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director ByHead of DCM Underwriting Agreement dated November 19, 2014 Registration No. 333-190160 Representatives: /s/ EBarclays Bank PLC 5 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇ Tel: +▇▇(▇)▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇(▇)▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Credit Suisse Securities (Europe) Limited One ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Fax No.: +▇▇ ▇▇▇ Tel: ▇(▇▇) ▇▇▇▇ ▇▇▇▇ AttentionFax: Syndicate Desk HSBC ▇(▇▇) ▇▇▇▇ ▇▇▇▇ Deutsche Bank plc 8 AG, London Branch Winchester House ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇ Fax Number: +▇▇ (▇▇▇) ▇▇▇ ▇▇▇▇ Attn: Syndicate Desk The Royal Bank of Scotland plc ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ EmailAttn: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LondonNew Issues, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 2023 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.87899.453% of the principal amount of the Securities plus accrued interest from and including February 9November 26, 2022 2034 Notes2014 Offering price: 98.73799.778% of the principal amount of the Securities plus accrued interest from and including February 9November 26, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2014 Interest: 2030 Notes Payable on February 9 May 26 of each year, commencing on February 9May 26, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2015 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in partpart at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9November 26, 20222014, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule information Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Disclosure Package Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Final ProspectusSecurities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC as amended including by Directive 2010/73/EU and includes any relevant implementing measure in the Relevant Member State.

Arm’s Length Transaction. The Each of the Issuer and the Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuer and the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer or the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Issuer or the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer or the Company on other matters) or any other obligation to the Issuer or the Company except the obligations expressly set forth in this Agreement and (iv) the Company it has consulted its own legal and financial advisors to the extent it deemed appropriate. The Each of the Issuer and the Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer or the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President Treasurer IBM INTERNATIONAL GROUP CAPITAL LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Member of the Board of Managers and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Executive Director For themselves and the other several Underwriters, if any, named in Schedule Scheduled II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC MSCHEDULE I Underwriting Agreement dated October 17, 2007 Registration No. ▇▇▇-▇▇▇▇▇▇ L▇▇-▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V.and 333-145104 Representatives: Bear, BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN& Co. Inc., LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ Deutsche Bank Securities Inc., ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ Brothers Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 0.8755.05% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 2012 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 $1,500,000,000 Purchase price: 2030 Notes: 98.87899.671% of the principal amount of the Securities Notes plus accrued interest from and including February 9October 22, 2022 2034 Notes2007 Offering price: 98.73799.921% of the principal amount of the Securities Notes plus accrued interest from and including February 9October 22, 2022 Offering price2007 Maturity: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9October 22, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2012 Interest: 2030 Notes Payable Accruing from October 22, 2007, payable on February 9 April 22 and October 22 of each year, commencing on February 9April 22, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2008 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.

Arm’s Length Transaction. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the Securities securities pursuant to this Agreement is an arm’s-length commercial transaction between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the CompanyCompany or any Selling Stockholder, (iii) no Underwriter has assumed an advisory of or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering Offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Company or any Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the CompanyCompany or any Selling Stockholder, in connection with such transaction or the process leading thereto. Each Selling Stockholder acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to any Selling Stockholder to participate in the offering or sell any securities at the at the purchase price per share set forth in clause (a) of Section 2, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. If the foregoing is in accordance with your correctly sets forth the understanding of our agreementbetween the Underwriters and the Company, please sign and return to us so indicate in the enclosed duplicate hereofspace provided below for that purpose, whereupon this letter and your acceptance shall represent constitute a binding agreement among the Company and the several UnderwritersUnderwriters in accordance with its terms. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S▇▇▇▇ ▇. Title: Address for Notice: ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel▇▇▇▇, Facsimile: ++ 30-210-9401-810; email: [ ] Copy (which shall not constitute notice) to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇, Attention: [ ], Esq., Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Email: t[ ] By: Name: Title: Address for Notice: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: [ ], Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Copy (which shall not constitute notice) to: Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ MMaxim Group LLC $ Total $ [ ] (a) $ [ ] (a) [ ] (a) Total $ (a) This Selling Stockholder is represented by [▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇], EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇and has appointed [●] and [●], and each of them, as the Attorneys in Fact for such Selling Stockholder.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC MINC. CREDIT SUISSE SECURITIES (USA) LLC ▇.▇. ▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, SECURITIES LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel& CO. LLC By: +▇▇ CREDIT SUISSE SECURITIES (▇USA) ▇▇ ▇▇▇▇ ▇▇▇▇ AttnLLC By: Debt Syndicate Email: L/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director Underwriting Agreement dated July 29, 2013 Registration No. 333-190160 Representatives: Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC ▇.▇▇▇@. ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ Securities LLC. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal & Co. LLC Title, Purchase Price and Description of Securities: Title: 0.8753.375% Notes due 2030 (the “2030 Notes”) 1.250% 2023 Floating Rate Notes due 2034 (the “2034 Notes”) 2015 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 2023 Notes - $1,500,000,000 Floating Rate Notes - $650,000,000 Purchase price: 2030 Notes: 98.8782023 Notes - 99.280% of the principal amount of the Securities 2023 Notes plus accrued interest from and including February 9August 1, 2022 2034 Notes: 98.7372013 Floating Rate Notes – 99.900% of the principal amount of the Securities Floating Rate Notes plus accrued interest from and including February 9August 1, 2022 2013 Offering price: 2030 Notes: 99.2032023 Notes - 99.680% of the principal amount of the Securities 2023 Notes plus accrued interest from and including February 9August 1, 2022 2034 Notes: 99.1622013 Floating Rate Notes – 100.00% of the principal amount of the Securities Floating Rate Notes plus accrued interest from and including February 9August 1, 2022 2013 Interest: 2030 2023 Notes Payable on February 9 1 and August 1 of each year, commencing on February 91, 2023 2034 2014 Floating Rate Notes - Payable on February 9 January 29, April 29, July 29 and October 29 of each year, commencing on February 9October 29, 2023 2013. Sinking fund provisions: None. Redemption provisions: The Securities 2023 Notes are redeemable in whole or in part, at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth described in the Prospectus Supplement dated the date of this AgreementFinal Prospectus. The Floating Rate Notes may not be redeemed prior to maturity. Closing Date, Time and Location: February 9August 1, 20222013, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule information Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Disclosure Package Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Final ProspectusSecurities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S▇▇▇▇ ▇. ▇▇▇/s/ R▇▇▇▇▇ Del Bene Name: R▇▇▇▇▇ Del Bene Title: Vice President and Treasurer IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC DEUTSCHE BANK PLC MAG, LONDON B▇▇▇▇▇ ▇▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING STANDARD CHARTERED BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ EL▇▇▇▇▇ ▇▇▇▇▇ Name: L▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Attorney By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ES▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ AR▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Name: AR▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Legal Counsel By: /s/ J▇▇▇ ▇▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇An-c▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ -▇▇▇▇▇▇ Name: WAn-c▇▇ ▇▇▇▇▇▇ ▇▇ -▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Authorized Signatory By: /s/ SP▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: SP▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director ByGlobal Lead, CM-FIG Underwriting Agreement dated November 14, 2013 Registration No. 333-190160 Representatives: /s/ E▇Barclays Bank PLC 7▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square CDeutsche Bank AG, London Branch Winchester House 1 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ FaxFax Number: +▇▇ (▇▇ ▇▇) ▇▇▇ ▇▇▇▇ EmailAttn: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Syndicate Desk M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, London EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.8752.750% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 2020 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 £750,000,000 Purchase price: 2030 Notes: 98.87899.583% of the principal amount of the Securities Notes plus accrued interest from and including February 9November 21, 2022 2034 Notes2013 Offering price: 98.73799.883% of the principal amount of the Securities Notes plus accrued interest from and including February 9November 21, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2013 Interest: 2030 Notes Payable on February 9 December 21 of each year, commencing on February 9December 21, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2014 Sinking fund provisions: None. Redemption provisions: The Securities Notes of each series are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in partpart at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9November 21, 20222013, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule Underwriters also agree to abide by the following offering restrictions: European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2▇▇▇/▇▇/▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets A▇▇ ▇▇▇▇ ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. 3. The last sentence of Section 7(b) shall be deleted and replaced by the following text: The Company acknowledges that the statements set forth in the last paragraph of the cover page of the Preliminary Final Prospectus and the Final Prospectus, the sentence “The underwriters have informed IBM that they intend to make a market in the Notes but are under no obligation to do so and such market making may be terminated at any time without notice.” and the statements contained in the fourth and eighth and ninth paragraphs and the first, third and fourth sentences of the tenth paragraph under the caption “Underwriting” in the Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Basic Prospectus, any Preliminary Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Final Prospectus, and you, as the Representatives, confirm that such statements are correct. 4. The following shall be an additional condition added to Section 5: The Company shall have furnished to the Representatives the opinion of Cravath, Swaine & M▇▇▇▇ LLP, counsel to the Company, dated the Closing Date to the effect that the statements under the caption “United States Taxation” in the Disclosure Package and the Final ProspectusProspectus constitute a fair presentation of the material U.S. federal income tax consequences to holders of Securities. 5. The following shall be a new Section 15:

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is Underwriters are acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto benefit of the Underwriters and shall not be on behalf of the Company. This Agreement supersedes all prior agreements and understandings (irrespective of whether such Underwriter has advised written or is currently advising oral) between the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty with respect to the Company, in connection with such transaction or the process leading theretosubject matter hereof. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among between the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES US GOLD CORPORATION By: /s/ PERRY ING Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Perry Ing Title: Vice President and Treasurer Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted on as of the date specified in Schedule I heretofirst above written. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ EK▇▇▇▇ ▇▇▇▇ Authorized Signatory D▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director & COMPANY, LLC By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ Authorized Signatory GMP Securities L.P. 11,000,000 D▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ & Company, LLC 11,000,000 Total 22,000,000 None. (a) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Securities. The Underwriters shall, and shall require any such dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Securities (a “Selling Firm”), to comply with the Canadian Securities Laws and the applicable provisions of the Act in connection with the distribution of the Securities and shall offer the Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus, the Final Canadian MJDS Supplement and this Agreement. The Underwriters shall, and shall require any Selling Firm, to offer for sale to the public and sell the Shares only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Exhibit A by another Underwriter if the Underwriter first mentioned is not itself also in breach of this Exhibit A. (c) D▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of shall offer the Securities plus accrued interest from and including February 9for sale to the public only in the U.S. (d) For the purposes of this Exhibit A, 2022 2034 Notes: 98.737% of the principal amount of GMP shall be entitled to assume that the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, qualified for distribution in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectusany Canadian Jurisdiction.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ R▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS DEUTSCHE BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, SECURITIES INC. BG▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO CO. HSBC SECURITIES (USA) INC. UBS SECURITIES LLC By: BARCLAYS BANK PLC HSBC SECURITIES (USA) INC. By: /s/ ED▇▇▇▇ ▇. ▇▇▇▇▇ Name: ED▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T. ▇▇▇▇▇ Title: Senior Managing Director Vice President Underwriting Agreement dated February 2July 19, 2022 2011 Registration No. 333-230099 168333 Representatives: Barclays Deutsche Bank PLC 5 The North Colonnade Canary W▇▇▇▇ Securities Inc. G▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇S▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ & Co. HSBC Securities (▇USA) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: 0.8751.950% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 2016 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 $2,000,000,000 Purchase price: 2030 Notes: 98.87899.178% of the principal amount of the Securities Notes plus accrued interest from and including February 9July 22, 2022 2034 Notes2011 Offering price: 98.73799.428% of the principal amount of the Securities Notes plus accrued interest from and including February 9July 22, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2011 Interest: 2030 Notes Payable on February 9 of each yearJanuary 22 and July 22, commencing on February 9January 22, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2012. Sinking fund provisions: None. Redemption provisions: The Securities Notes are redeemable in whole or in part, at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth described in the Prospectus Supplement dated the date of this AgreementFinal Prospectus. Closing Date, Time and Location: February 9July 22, 20222011, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇8▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule information Underwriters also agree to abide by the following offering restrictions: European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Disclosure Package Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Final Prospectus.Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom..

Arm’s Length Transaction. The Company acknowledges and agrees the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the Securities securities pursuant to this Agreement is an arm’sarm's-length commercial transaction between the CompanyCompany and the Selling Stockholders, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the CompanyCompany or any Selling Stockholder, (iii) no Underwriter has assumed an advisory of or fiduciary responsibility in favor of the Company or any Selling Stockholder with respect to the offering Offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or any other obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Company or any Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and each Selling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the CompanyCompany or any Selling Stockholder, in connection with such transaction or the process leading thereto. Each Selling Stockholder acknowledges and agrees that, although the Underwriters may provide certain Selling Stockholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to any Selling Stockholder to participate in the offering or sell any securities at the at the purchase price per share set forth in clause (a) of Section 2, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. If the foregoing is in accordance with your correctly sets forth the understanding of our agreementbetween the Underwriters, the Selling Stockholders and the Company, please sign and return to us so indicate in the enclosed duplicate hereofspace provided below for that purpose, whereupon this letter and your acceptance shall represent constitute a binding agreement among the Company Company, the Selling Stockholders and the several UnderwritersUnderwriters in accordance with its terms. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S▇▇▇▇ ▇. Title: Address for Notice: ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ , ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ , ▇▇▇▇▇▇ Name▇, Attention: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TelFacsimile: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn+ 30-210-9401-810; email: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. Copy (which shall not constitute notice) to: ▇▇▇▇.▇▇ & ▇▇▇▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square CLLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 . ▇▇▇▇▇▇, Esq., Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ If the foregoing correctly sets forth the understanding between the Underwriters, the Selling Stockholders and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms. Very truly yours, By: Name: Semiramis Paliou Title: Authorized Representative Address for Notice: c/o OceanPal Inc. Pendelis 26, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Facsimile: + 30-210-9401-810; email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. Copy (which shall not constitute notice) to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ If the foregoing correctly sets forth the understanding between the Underwriters, the Selling Stockholders and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms. Very truly yours, By: Name: Semiramis Paliou Title: Authorized Representative Address for Notice: c/o OceanPal Inc. Pendelis 26, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ , ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ , ▇▇▇▇ ▇▇▇▇ Email, Attention: t▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Facsimile: + 30-210-9401-810; email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. Copy (which shall not constitute notice) to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ If the foregoing correctly sets forth the understanding between the Underwriters, the Selling Stockholders and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Selling Stockholders and the several Underwriters in accordance with its terms. Very truly yours, By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Representative Address for Notice: c/o OceanPal Inc. Pendelis 26, ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Facsimile: + 30-210-9401-810; email: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. Copy (which shall not constitute notice) to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Accepted on the date first above written. MAXIM GROUP LLC As the Representative of the several Underwriters listed on Schedule I By: Name: Title: Address for Notice: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Copy (which shall not constitute notice) to: Ellenoff ▇▇▇▇▇▇▇▇ & Schole LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ MMaxim Group LLC $ Tuscany Shipping Corp. $ 4 Sweet Dreams, S.A. $ Abra Marinvest Inc. $ (a) This Selling Stockholder is represented by ▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.

Arm’s Length Transaction. The Company Borrower acknowledges and agrees that (i) the purchase and sale advance of the Securities Loan by the Lender pursuant to this Master Loan Agreement is an arm’s-length commercial transaction between the Company, on the one hand, Borrower and the several Underwriters, on the otherLender, (ii) in connection therewith and with the process financing discussions, undertakings and procedures leading up to the consummation of such transaction each Underwriter transaction, the Lender is and has been acting solely as a principal and is not acting as the agent or fiduciary of or in any way advising the CompanyBorrower, (iii) no Underwriter neither Lender nor Authority has assumed an advisory of or fiduciary responsibility in favor of the Company Borrower with respect to the offering financing contemplated hereby or the process discussions, undertakings and procedures leading thereto (irrespective of whether such Underwriter the Lender has advised provided other services or is currently advising providing other services to the Company Borrower on other matters) or and neither Lender nor Authority has any other obligation to the Company Borrower with respect to the financing contemplated hereby except the obligations expressly set forth in this Master Loan Agreement and (iv) the Company Borrower has consulted its own legal legal, financial and financial other advisors to the extent it has deemed appropriate. The Company agrees that it will not claim that Amount ($) of Draw (Request) Aggregate Amount of Loan Outstanding TOTAL $ Section 1. Borrower hereby requests, and Lender hereby approves, a draw of Loan Proceeds in the Underwritersamount of $ , or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty all subject to the Companyprovisions of the Master Loan Agreement, for the refinancing of the Existing Indebtedness. Section 2. Borrower hereby certifies that obligations in connection with such transaction amounts stated in this Draw Request are a proper use of Loan proceeds. Section 1. Borrower hereby requests, and Lender hereby approves, a draw of Loan Proceeds in the amount of $ , all subject to the provisions of this Master Loan Agreement. Section 2. No Loan Proceeds subject to this Draw Request will be applied by Borrower to pay costs of issuance related to the Loan. Section 3. Borrower represents, covenants and warrants that (a) there has not been any material adverse change in its condition, business, operations, performance, properties or prospects since the date of the Master Loan Agreement, (b) all of its representations and warranties contained in the Master Loan Agreement or the process leading thereto. If the foregoing is in accordance with your understanding Tax Agreement were true and accurate as of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified made, remain true and accurate as of the date of this certificate and are hereby reaffirmed; and (c) no event has occurred and is continuing or would result from the loan of Loan Proceeds pursuant to this Draw Request which constitutes a Default, an Event of Default under the Master Loan Agreement or a Determination of Taxability. Section 4. The undersigned authorized representative, on behalf of Borrower, hereby identifies the costs, as set forth in Schedule I hereto, pertaining to this Draw Request. For themselves Such costs are either (i) currently payable by Borrower or (ii) have been paid by Borrower and that the Loan Proceeds received for such costs pursuant to this Draw Request will be applied to reimburse Section 5. Borrower hereby certifies that obligations in amounts stated in this Draw Request are to be incurred by Borrower and each item is a proper charge. Borrower hereby certifies that the Loan Proceeds disbursed pursuant to each prior Draw Request were disbursed in accordance with the terms of each such prior Draw Request. Section 6. Attached hereto are all certificates, approvals, documents and other several Underwritersmaterials required to be delivered by Borrower to Lender with this Draw Request pursuant to Section 5.03 of the Master Loan Agreement. Section 7. Borrower hereby certifies that no Event of Default exists, if anyand, named in Schedule II to the foregoing best of its knowledge, no event has occurred and no condition exists that, after notice or lapse of time, or both, would constitute an Event of Default under the Master Loan Agreement; 1. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INCAmount of draw (not less than $0,000,000): $ 2. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO ByDescription of facilities to be financed with draw: 3. Street address or addresses of facilities to be financed with draw: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ EXHIBIT D PROPERTY DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE TOWN OF ▇▇▇▇▇▇▇▇▇▇ Name, COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2LOT 23 AS SHOWN ON THAT CERTAIN MAP ENTITLED, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W"▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇ATHERTON, SAN MATEO COUNTY, CALIFORNIA", FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON SEPTEMBER 20, 1946 IN BOOK 26 OF MAPS AT PAGE(S) 21 AND 22. JPN 070-037-371-05A California Enterprise Development Authority Sacramento, California Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP San Francisco, California Re: Master Loan Agreement, dated as of March 1, 2017, by and among First Republic Bank, California Enterprise Development Authority and Menlo School Ladies and Gentlemen: The undersigned is Lender of the principal amount not to exceed $3,000,000 (the “Loan”) issued pursuant to the Master Loan Agreement, dated as of March 1, 2017 (the “Loan Agreement”) by and among the California Enterprise Development Authority (the “Authority”), Menlo School (the “Borrower”) and First Republic Bank (the “Lender”). The undersigned acknowledges that the proceeds of the Loan were delivered to the Borrower for the purpose of refinancing the acquisition of certain real property and improvements located in Atherton, California (the “Project”), as more particularly described in the Loan Agreement. The undersigned hereby represents and warrants to you that: 1. The Lender has authority to make the Loan pursuant to the Loan Agreement and to execute this letter and any other instruments and documents required to be executed by the Lender in connection with the Loan. 2. The Lender is a “Qualified Institutional Buyer” and has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations and is capable of evaluating the merits and risks of its investment in the Loan. The Lender is able to bear the economic risk of, and entire loss of, an investment in the Loan. The definition of Qualified Institutional Buyer is attached hereto. 3. The Loan is being given by the Lender for investment purposes. The Lender intends to hold the Loan for its own account and for an indefinite period of time, and does not intend at this time to dispose of all or any part of the Loan. The Lender understands that it may need to bear the risks of this investment for an indefinite time, since any transfer prior to maturity may not be possible. 4. The Lender understands that the Loan Agreement is not registered under the 1933 Act; and further understands that the Loan (a) is not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in a form which may not be readily marketable. The Lender agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Loan by it, and further acknowledges that any current exemption from registration of the Loan does not affect or diminish such requirements. 5. The undersigned is a duly appointed, qualified and acting officer of the Lender and is authorized to cause the Lender to make the certificates, representations and warranties contained herein by execution of this letter on behalf of the Lender. 6. The Lender acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable Lender would attach significance in making investment decisions, and the Lender has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Borrower, the Project and the Loan and the security therefor so that, as a reasonable investor, the Lender has been able to make a decision to grant the Loan. The Lender acknowledges that it has not relied upon the Authority for any information in connection with the Lender’s grant of the Loan. 7. The Lender acknowledges that the obligations of the Authority to make loan payments with respect to the Loan are special, limited obligations payable solely from amounts paid to the Authority from the Borrower pursuant to the terms of the Loan Agreement and the Authority shall not be directly or indirectly or contingently or morally obligated to use any other moneys or assets of the Authority for all or any portion of such loan payments. 8. The Lender has made its own inquiry and analysis with respect to the Loan and the security therefor, and other material factors affecting the security and payment of the Loan. The Lender is aware that the business of the Borrower involves certain economic variables and risks that could adversely affect the security for the Loan. 9. The Lender acknowledges that its right to sell and transfer the Loan is subject to compliance with the transfer restrictions set forth in the Loan Agreement, including the requirement of the delivery to the Authority and the Borrower of an investor’s letter from the transferee to substantially the same effect as this Investor Letter, with no revisions except as may be approved in writing by the Authority. Failure to deliver such letter to the Authority and the Borrower shall cause the purported transfer to be null and void. The Lender agrees to indemnify and hold harmless the Authority with respect to any claim asserted against the Authority that is based upon the sale, transfer or other disposition of the Loan in violation of the provisions hereof. 10. None of Norton ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant ▇ US LLP (“Lender’s Counsel”), the Authority, their members, governing body, or any of their employees, counsel or agents will have any responsibility to Section 5(e)(iii) to be covered the Lender for the accuracy or completeness of information obtained by the letter Lender from PricewaterhouseCoopers LLP delivered pursuant any source regarding the Borrower or its financial condition, or regarding the ability of the Borrower to Section 5(e): pay the Loan, or the sufficiency of any security therefore. No written information has been provided by the Authority to the Lender with respect to the Loan. The unaudited capsule Lender acknowledges that, as between the Lender and all of such parties, the Lender has assumed responsibility for obtaining such information and making such review as the Lender deemed necessary or desirable in connection with its decision to grant the Disclosure Package and the Final ProspectusLoan.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION IBM CREDIT LLC By: Name: S/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President and Treasurer President, Finance The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇SECURITIES (USA) INC. RBC CAPITAL MARKETS, LLC SMBC NIKKO SECURITIES AMERICA, INC. ▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V.FARGO SECURITIES, BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, LLC By: HSBC SECURITIES (USA) INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate RBC CAPITAL MARKETS, LLC By: /s/ W▇▇▇▇▇▇ ▇▇ . ▇▇▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ . ▇▇▇▇▇▇▇▇ Title: Head Legal Capital Markets Authorized Signatory By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director Underwriting Agreement dated November 27, 2018 Registration No. 333-219724 Representatives: HSBC Securities (USA) Inc. ▇▇▇ Title: Managing Director By: /s/ E▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10018 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ NameAttention: ETransaction Management Americas RBC Capital Markets, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10281 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ TitleAttention: CEO & President By: /s/ Kit TTransaction Management/▇▇▇▇▇ Name: Kit T▇. ▇▇▇▇▇▇▇▇ TitleSMBC Nikko Securities America, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10172 Attention: Senior Managing Director Underwriting Agreement dated February 2Debt Capital Markets ▇▇▇▇▇ Fargo Securities, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary WLLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel5th Floor Charlotte, NC 28202 Attention: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Transaction Management Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875Floating Rate Notes due 2020 3.450% Notes due 2030 (the “2030 Notes”) 1.2502020 3.600% Notes due 2034 (the “2034 Notes”) 2021 Principal amount: 2030 2020 Floating Rate Notes: €1,000,000,000 2034 $750,000,000 2020 Notes: €1,000,000,000 $750,000,000 2021 Notes: $500,000,000 Purchase price: 2030 Notes: 98.8782020 Floating Rate Notes – 99.900% of the principal amount of the Securities 2020 Floating Rate Notes plus accrued interest from and including February 9November 30, 2022 2034 Notes: 98.7372018 2020 Notes – 99.821% of the principal amount of the Securities 2020 Notes plus accrued interest from and including February 9November 30, 2022 Offering price: 2030 Notes: 99.2032018 2021 Notes – 99.819% of the principal amount of the Securities 2021 Notes plus accrued interest from and including February 9November 30, 2022 2034 Notes2018 Offering price: 99.1622020 Floating Rate Notes – 100% of the principal amount of the Securities 2020 Floating Rate Notes plus accrued interest from and including February 9November 30, 2022 2018 2020 Notes – 99.921% of the principal amount of the 2020 Notes plus accrued interest from and including November 30, 2018 2021 Notes – 99.969% of the principal amount of the 2021 Notes plus accrued interest from and including November 30, 2018 Interest: 2030 2020 Floating Rate Notes – Payable on February 9 November 30, the last day in the month of February, May 30 and August 30 of each year, commencing on February 928, 2023 2034 2019 2020 Notes – Payable on February 9 November 30 and May 30 of each year, commencing on February 9May 30, 2023 2019 2021 Notes – Payable on November 30 and May 30 of each year, commencing on May 30, 2019 Sinking fund provisions: None. Redemption provisions: The Securities 2020 Notes and 2021 Notes are redeemable in whole or in part, at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth described in the Prospectus Supplement dated the date of this AgreementFinal Prospectus. The Floating Rate Notes may not be redeemed prior to maturity. Closing Date, Time and Location: February 9November 30, 20222018, 10:00 A.M.a.m., at the offices of Cravath, Swaine & M▇▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii5(f)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e5(f): The unaudited capsule information in the Disclosure Package and the Final Prospectus.None. Statements covered by Section 7(b):

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED BNP PARIBAS HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel& CO. INTERNATIONAL PLC UBS LIMITED By: +BNP PARIBAS By: /s/ ▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ -▇▇▇▇▇▇ Name: ▇. ▇▇▇▇▇-▇▇▇▇▇▇ Fax Title: Authorized Attorney Underwriting Agreement dated October 30, 2008 Registration No.. 333-145104 Representatives: +▇▇ BNP Paribas ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ Attn: Fixed Income Syndicate Fax: + ▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ HSBC Bank plc ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Tel: ++ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: ++ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ MAttn: Transaction Management Group ▇▇▇▇▇▇ L▇▇▇▇▇▇▇ International 2 & Co. Incorporated plc ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Tel: ▇▇▇ ▇▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Attn: Head of Transaction Management Group, EC4M 7AU United Kingdom SMBC Nikko Global Capital Markets UBS Limited O▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇Tel: + ▇▇ (▇▇▇▇▇▇▇ Telephone: +▇▇ ) ▇▇ ▇▇▇▇ ▇▇▇▇ Email addressFax: L+ ▇▇ (▇) ▇▇ ▇▇▇@▇ ▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ AttentionAttn: Legal MTNs and Private Placements Title, Purchase Price and Description of Securities: Title: 0.8756.625% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 2014 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 750,000,000 Purchase price: 2030 Notes: 98.87899.226% of the principal amount of the Securities Notes plus accrued interest from and including February 9November 6, 2022 2034 Notes2008 Offering price: 98.73799.476% of the principal amount of the Securities Notes plus accrued interest from and including February 9November 6, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2008 Interest: 2030 Notes Payable on February 9 January 30 of each year, commencing on February 9January 30, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2009. Sinking fund provisions: None. Redemption provisions: The Securities Notes are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in partpart at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9November 6, 20222008, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): As set forth in a schedule delivered on the date hereof on behalf of the Underwriters. 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule information Underwriters also agree to abide by the following offering restrictions: Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company except as set forth in this underwriting agreement. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the Disclosure Package financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of 1. an average of at least 250 employees during the last financial year; 2. a total balance sheet of more than €43,000,000; and 3. an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Final ProspectusSecurities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC BNP PARIBAS CITIGROUP GLOBAL MARKETS LIMITED HSBC DEUTSCHE BANK PLC MAG, LONDON BRANCH ▇.▇. ▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL SECURITIES PLC UNICREDIT BANK AG BANCO SANTANDER S.A. COMMERZBANK AKTIENGESELLSCHAFT MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS MUFG SECURITIES EMEA PLC SOCIÉTÉ GÉNÉRALE THE TORONTO-DOMINION BANK CREDIT SUISSE SECURITIES (EUROPE) LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ III Name: ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ III Title: Managing Director By: BNP PARIBAS By: /s/ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Authorised Signatory By: CITIGROUP GLOBAL MARKETS LIMITED By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Delegated Signatory By: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇.▇. ▇▇▇▇▇▇ SECURITIES PLC By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President [Signature page to the Underwriting Agreement] By: UNICREDIT BANK AG By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Title: LCD6F2 By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Legal By: BANCO SANTANDER S.A. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Director By: COMMERZBANK AKTIENGESELLSCHAFT By: /s/ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ Title: Abteilungsdirektor By: /s/ ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ Title: Syndikus By: MIZUHO INTERNATIONAL PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: MUFG SECURITIES EMEA PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory [Signature page to the Underwriting Agreement] By: SOCIÉTÉ GÉNÉRALE By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ STHE TORONTO-DOMINION BANK By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Director By: CREDIT SUISSE SECURITIES (EUROPE) LIMITED By: /s/ S▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate ING BANK N.V., BELGIAN BRANCH By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TelName: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: U.S. BANCORP INVESTMENTS, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director [Signature page to the Underwriting Agreement] Underwriting Agreement dated January 24, 2019 Registration No. 333-212685 Representatives: Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Fax: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ AttnAttention: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇BNP Paribas ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London NW1 6AA United Kingdom Telephone: +▇▇ Fax No.(▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Fixed Income Syndicate Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Deutsche Bank plc 8 AG, London Branch Winchester House ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TelLondon EC2N 2DB United Kingdom Fax: +▇▇ (▇▇ ▇▇) ▇▇▇ ▇▇▇▇ FaxAttention: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇Syndicate Desk ▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M. ▇▇▇▇▇▇ L▇▇Securities plc ▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ Canary Wharf London E14 5JP United Kingdom Email: ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ _▇▇▇ _▇▇▇▇_▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Head of Debt Syndicate and Head of EMEA Capital Markets Group UniCredit Bank AG ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ 81925 Munich Germany Fax: +▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ Attention: Corporate Bond Syndicate – MFM2CS Title, Purchase Price and Description of Securities: Title: 0.375% Notes due 2023 (the “2023 Notes”) 0.875% Notes due 2030 2025 (the “2030 2025 Notes”) 1.250) 1. 250% Notes due 2034 2027 (the “2034 2027 Notes”) 1. 750% Notes due 2031 (the “2031 Notes”) Principal amount: 2030 2023 Notes: €1,750,000,000 2025 Notes: €1,000,000,000 2034 2027 Notes: €1,000,000,000 2031 Notes: €1,250,000,000 Purchase price: 2030 2023 Notes: 98.87899.350% of the principal amount of the Securities plus accrued interest from and including February 9January 31, 2022 2034 2019 2025 Notes: 98.73799.122% of the principal amount of the Securities plus accrued interest from and including February 9January 31, 2022 Offering price: 2030 2019 2027 Notes: 99.20399.170% of the principal amount of the Securities plus accrued interest from and including February 9January 31, 2022 2034 2019 2031 Notes: 99.16298.529% of the principal amount of the Securities plus accrued interest from and including February 9January 31, 2022 2019 Offering price: 2023 Notes: 99.550% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 2025 Notes: 99.397% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 2027 Notes: 99.495% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 2031 Notes: 98.954% of the principal amount of the Securities plus accrued interest from and including January 31, 2019 Interest: 2030 2023 Notes Payable on February 9 January 31 of each year, commencing on February 9January 31, 2023 2034 2020 2025 Notes Payable on February 9 January 31 of each year, commencing on February 9January 31, 2023 2020 2027 Notes Payable on January 29 of each year, commencing on January 29, 2020 2031 Notes Payable on January 31 of each year, commencing on January 31, 2020 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in partpart at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9January 31, 20222019, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule information Underwriters also agree to abide by the following offering restrictions: Each Underwriter represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the Disclosure Package EEA. For the purposes of this provision: (a) the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of ▇▇▇▇▇ ▇▇; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"); and (b) the expression “offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Final ProspectusSecurities to be offered so as to enable an investor to decide to purchase or subscribe the Securities.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ R▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Title: Vice President and Treasurer IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS DEUTSCHE BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC MAG, LONDON BRANCH G▇▇▇▇▇▇ L▇, S▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL & CO. SOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG BANCA IMI S.P.A. BANCO BILBAO VIZCAYA ARGENTARIA, S.A. LLOYDS BANK PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, SANTANDER INVESTMENT SECURITIES INC. BBy: DEUTSCHE BANK AG, LONDON BRANCH By: /s/ A▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Legal Counsel By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Legal Counsel By: G▇▇▇▇▇▇, S▇▇▇▇ & CO. By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: SOCIÉTÉ GÉNÉRALE By: /s/ F▇▇▇▇ ▇▇▇▇▇▇ Name: F▇▇▇▇ ▇▇▇▇▇▇ Title: Global Co-Head of DCM Corporate Origination By: UNICREDIT BANK AG By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director By: /s/ M▇▇▇▇▇▇▇ ▇▇▇▇ Name: M▇▇▇▇▇▇▇ ▇▇▇▇ Title: Associate Director By: BANCA IMI S.P.A. By: /s/ P▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: P▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Head of Debt Capital Markets By: BANCO BILBAO VIZCAYA ARGENTARIA, S.A. By: /s/ G▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: G▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director By: /s/ R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: LLOYDS BANK PLC By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director DCM By: SANTANDER INVESTMENT SECURITIES INC. By: /s/ L▇▇▇ ▇▇▇▇▇▇▇ Name: L▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: /s/ SJ▇▇▇▇▇ ▇▇▇▇▇ Name: SJ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director BySenior Vice President Underwriting Agreement dated October 31, 2013 Registration No. 333-190160 Representatives: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇Deutsche Bank AG, London Branch Winchester House 1 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Fax Number: +▇▇ (▇▇▇) ▇▇▇ ▇▇▇▇ Attn: Syndicate Desk G▇▇▇▇▇▇, S▇▇▇▇ & Co. 2▇▇ ▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Registration Department Société Générale 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Syndicate Desk GLFI/SYN/CAP/BND UniCredit Bank AG A▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@, ▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.8751.875% Notes due 2030 (the “2030 Notes”) 1.2502020 2.875% Notes due 2034 (the “2034 Notes”) 2025 Principal amount: 2030 2020 Notes: €1,000,000,000 2034 1,500,000,000 2025 Notes: €1,000,000,000 Purchase price: 2030 2020 Notes: 98.87899.291% of the principal amount of the Securities Notes plus accrued interest from and including February 9November 7, 2022 2034 2013 2025 Notes: 98.73799.505% of the principal amount of the Securities Notes plus accrued interest from and including February 9November 7, 2022 2013 Offering price: 2030 2020 Notes: 99.20399.591% of the principal amount of the Securities Notes plus accrued interest from and including February 9November 7, 2022 2034 2013 2025 Notes: 99.16299.930% of the principal amount of the Securities Notes plus accrued interest from and including February 9November 7, 2022 2013 Interest: 2030 Notes 2020 Notes: Payable on February 9 November 6 of each year, commencing on February 9November 6, 2023 2034 Notes 2014 2025 Notes: Payable on February 9 November 7 of each year, commencing on February 9November 7, 2023 2014 Sinking fund provisions: None. Redemption provisions: The Securities Notes of each series are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in partpart at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9November 7, 20222013, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇8▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. 3. The last sentence of Section 7(b) shall be deleted and replaced by the following text: The Company acknowledges that the statements set forth in the last paragraph of the cover page of the Preliminary Final Prospectus and the Final Prospectus, the sentence “The underwriters have informed IBM that they intend to make a market in the Notes but are under no obligation to do so and such market making may be terminated at any time without notice.” and the statements contained in the fourth and eighth and ninth paragraphs and the first, third and fourth sentences of the tenth paragraph under the caption “Underwriting” in the Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Basic Prospectus, any Preliminary Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Final Prospectus, and you, as the Representatives, confirm that such statements are correct. 4. The following shall be an additional condition added to Section 5: The Company shall have furnished to the Representatives the opinion of C▇▇▇▇▇▇, Swaine & M▇▇▇▇ LLP, counsel to the Company, dated the Closing Date to the effect that the statements under the caption “United States Taxation” in the Disclosure Package and the Final ProspectusProspectus constitute a fair presentation of the material U.S. federal income tax consequences to holders of Securities. 5. The following shall be a new Section 15:

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS LIMITED INC. HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL SECURITIES (USA) INC. MIZUHO INTERNATIONAL PLC SECURITIES USA LLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTSSECURITIES AMERICA, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC CAPITAL INC. By: /s/ E▇M▇▇▇ ▇▇▇▇▇▇ Name: E▇M▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory Managing Director By: BOFA SECURITIES, INC. By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ AL▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Name: AL▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ S▇B▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: S▇▇B▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: HSBC SECURITIES (USA) INC. By: /s/ EP▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: EP▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: MIZUHO SECURITIES USA LLC By: /s/ J▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇. ▇▇▇▇▇ Name: Kit TJ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Managing Director By: SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ O▇▇▇ ▇. ▇▇▇▇▇ Name: O▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇Capital Inc. 7▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10019 Attn: Syndicate Registration Fax: 6▇▇ Tel: +▇▇ (▇) ▇▇ -▇▇▇▇ ▇-▇▇▇ Attn: Debt Syndicate Email: LBofA Securities, Inc. 1▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇-540-26-02 New York, NY 10036 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: 2▇▇-▇▇▇-▇▇▇▇ Citigroup Global Markets Inc. 3▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇@▇ New York, NY 10013 Attention: General Counsel Fax: 6▇▇-▇▇▇-▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇HSBC Securities (USA) Inc. 4▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ New York, ▇▇▇ ▇▇▇ NY 10018 Attention: Transaction Management Group Phone: 1-▇▇▇▇▇▇ -▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ -▇▇▇▇ Fax: +▇▇ ▇▇ 1-▇▇▇▇ -▇▇▇-▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇▇ MMizuho Securities USA LLC 1▇▇▇ ▇▇▇▇▇▇ L▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ International 2 New York, NY 10020 SMBC Nikko Securities America, Inc. 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10172 Attention: Debt Capital Markets Toll Free: 1-▇▇▇-▇▇▇-▇▇▇▇ London, EC1A 1HQ United Kingdom AttentionE-mail: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ p▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.8752.200% Notes due 2030 2027 (the “2030 2027 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.)

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ M▇▇▇ ▇▇▇▇▇▇▇ Name: M▇. ▇▇ ▇▇▇▇▇▇▇ Title: Vice President and Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CAPITAL INC. BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC MINC. G▇▇▇▇▇▇ LS▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC& CO. BLLC J.▇. ▇▇▇▇▇▇ VAN, SECURITIES LLC S▇▇▇▇ BROTHERS & CO MIZUHO SECURITIES USA LLC MUFG SECURITIES AMERICAS INC. TD SECURITIES (USA) LLC By: BARCLAYS BANK PLC CAPITAL INC By: /s/ E▇M▇▇▇ ▇▇▇▇▇▇ Name: E▇M▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory Managing Director By: BOFA SECURITIES, INC. By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ AL▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Name: AL▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ B▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: B▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: G▇▇▇▇▇▇ S▇▇▇▇ & CO. LLC By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: J.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ Som B▇▇▇▇▇▇▇▇▇▇▇▇ Name: Som B▇▇▇▇▇▇▇▇▇▇▇▇ Title: Executive Director By: MIZUHO SECURITIES USA LLC By: /s/ J▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: J▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director By: MUFG SECURITIES AMERICAS INC. By: /s/ R▇▇▇▇▇▇ ▇▇▇▇▇ Name: SR▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: TD SECURITIES (USA) LLC By: /s/ KL▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇L▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Title: Head Legal Director Underwriting Agreement dated January 30, 2023 Registration No. 333-262911 Representatives: Barclays Capital Markets By: /s/ I▇Inc. 7▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10019 Attn: Syndicate Registration Fax: 6▇▇-▇▇▇-▇▇▇▇ Name: S▇▇▇▇BofA Securities, Inc. 1▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇-114-07-01 New York, New York 10036 Attention: High Grade Debt Capital Markets Transaction Management/Legal Fax: 2▇▇▇ -▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇Inc. 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10013 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇New York, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery ArrangementsNew York 10282-2198 Attention: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.Registration Department

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. BBNP PARIBAS SECURITIES CORP. ▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ & CO. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TelName: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax Title: Director Underwriting Agreement dated August 2, 2010 Registration No.. 333-168333 Representatives: +Barclays Capital Inc. BNP Paribas Securities Corp. ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal & Co. Title, Purchase Price and Description of Securities: Title: 0.8751.000% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 2013 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 $1,500,000,000 Purchase price: 2030 Notes: 98.87899.441% of the principal amount of the Securities Notes plus accrued interest from and including February 9August 5, 2022 2034 Notes2010 Offering price: 98.73799.591% of the principal amount of the Securities Notes plus accrued interest from and including February 9August 5, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2010 Interest: 2030 Notes Payable on February 9 5 and August 5 of each year, commencing on February 95, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2011. Sinking fund provisions: None. Redemption provisions: The Securities Notes are redeemable in whole or in part, at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth described in the Prospectus Supplement dated the date of this AgreementFinal Prospectus. Closing Date, Time and Location: February 9August 5, 20222010, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule information Underwriters also agree to abide by the following offering restrictions: European Economic Area Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company except as set forth in this underwriting agreement. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the Disclosure Package financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of 1. an average of at least 250 employees during the last financial year; 2. a total balance sheet of more than €43,000,000 and 3. an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Final ProspectusSecurities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Arm’s Length Transaction. The Company Corporation acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Corporation with respect to the Offering contemplated hereby (iincluding in connection with determining the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the purchase Corporation or any other person. Additionally, no Underwriters are advising the Corporation or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Corporation shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Corporation with respect thereto. Any review by the Underwriters of the Corporation, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Corporation. The Corporation further acknowledges and agrees that it is aware that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Corporation and the Underwriters and their affiliates have no obligation to disclose such interests and transactions to the Corporation by virtue of any fiduciary, advisory or agency relationship or otherwise. The Corporation hereby waives, to the fullest extent permitted by law, any claims it may have against the Underwriters or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in under this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that the Underwriters or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it will not in respect of such a fiduciary duty claim that or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Corporation, employees or creditors of Corporation, other than in respect of the Underwriters’ obligations under this Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Corporation and the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty with respect to the Company, in connection with such transaction or the process leading theretosubject matter hereof. If the foregoing is in accordance with your the Corporation’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter Agreement and your the Corporation’s acceptance shall represent a binding agreement among between the Company Corporation and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Treasurer Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted on as of the date specified in Schedule I heretofirst above written. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Principal, Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇ Name: ▇, ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director & Head By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TelName: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% Managing Director [Signature page to Augusta Gold Corp. Underwriting Agreement] Underwriters Number of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) Units to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.Purchased Eight Capital 4,093,568 National Bank Financial 877,193 TD Securities Inc. 877,193 Total 5,847,954

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ M▇▇▇ ▇▇▇▇▇▇▇ Name: M▇. ▇▇ ▇▇▇▇▇▇▇ Title: Vice President and Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK G▇▇▇▇▇▇ S▇▇▇▇ & CO. LLC J.▇. ▇▇▇▇▇▇ SECURITIES PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING MUFG SECURITIES EMEA PLC THE TORONTO-DOMINION BANK N.V.BANCO BILBAO VIZCAYA ARGENTARIA, BELGIAN S.A. CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH RBC EUROPE LIMITED TRUIST SECURITIES, INC. U.S. BANCORP INVESTMENTS, INC. B▇▇▇W▇▇▇▇ VANFARGO SECURITIES INTERNATIONAL LIMITED ACADEMY SECURITIES, INC. INDEPENDENCE POINT SECURITIES LLC S▇▇▇▇ BROTHERS & CO PENSERRA SECURITIES LLC By: BARCLAYS BANK PLC By: /s/ EJ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: EJ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorised Signatory By: CITIGROUP GLOBAL MARKETS LIMITED By: /s/ Simi Alabl A▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: Simi Alabl A▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Delegated Signatory By: G▇▇▇▇▇▇ S▇▇▇▇ & CO. LLC By: /s/ M.Laidouni M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: M.Laidouni M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Legal Counsel Managing Director By: J.▇. ▇▇▇▇▇▇ SECURITIES PLC By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Director By: M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: MIZUHO INTERNATIONAL PLC By: /s/ SM▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: SM▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Executive Director By: MUFG SECURITIES EMEA PLC By: /s/ SA▇▇▇▇ ▇▇▇▇▇▇ Name: SA▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Authorised Signatory By: THE TORONTO-DOMINION BANK By: /s/ KF▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: KF▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Global Head of Debt Syndicate Director, Transaction Advisory Group By: Banco Bilbao Vizcaya Argentaria, S.A. By: /s/ WV▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ (DCM) Name: WV▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ (DCM) Title: Head Legal Capital Markets Director By: /s/ IS▇▇▇▇▇ de las C▇▇▇▇▇▇ Name: S▇▇▇▇▇ de las C▇▇▇▇▇▇ Title: Managing Director By: Canadian Imperial Bank of Commerce, London Branch By: /s/ A▇▇▇▇▇ ▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇ Title: Managing Director By: Truist Securities, Inc. By: /s/ J▇▇▇ ▇▇▇▇▇▇▇ Name: IJ▇▇▇ ▇▇▇▇▇▇▇ Title: Duly Authorised Signatory Managing Director By: U.S. Bancorp Investments, Inc. By: /s/ S▇▇▇K▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇K▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: W▇▇▇▇ Fargo Securities International Limited By: /s/ ED▇▇▇▇ ▇▇▇▇▇ Name: D▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: Academy Securities, Inc. By: /s/ M▇▇▇▇▇▇ ▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇ Title: Chief Compliance Officer By: Independence Point Securities LLC By: /s/ I▇▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: Penserra Securities LLC By: /s/ J▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: EJ▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2January 30, 2022 2023 Registration No. 333-230099 262911 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W1 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ London E14 5HP, United Kingdom Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Canary Wharf London E14 5LB United Kingdom Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10282-2198 Attention: Registration Department J.▇. ▇▇▇▇▇▇ Securities plc 2▇ ▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Canary Wharf London E14 5JP United Kingdom Email: e▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇_▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Attention: Head of International Syndicate M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, London EC1A 1HQ United Kingdom AttentionTel: Syndicate Desk Mizuho International plc 3▇ ▇+▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇ Email: d▇▇_▇▇▇@▇▇▇▇.▇▇▇ Attn: Syndicate Desk Mizuho International plc 30 Old B▇▇▇▇▇ London, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇MUFG Securities EMEA plc Ropemaker Place 2▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ London EC2Y 9AJ Attention: Legal – Primary Markets Email: l▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇.▇▇▇▇.▇▇ The Toronto-Dominion Bank 6▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TelephoneLondon EC2R 8AP United Kingdom Attention: (UK) Head of Syndicate & Origination Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email addressEmail: LT▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.8753.375% Notes due 2030 2027 (the “2030 2027 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.)

Arm’s Length Transaction. (a) The Company acknowledges Depositor and agrees MBFS acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal in the capacity of an arm’s length contractual counterparty to the Depositor and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company MBFS with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, MBFS or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Depositor, MBFS or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Depositor and MBFS shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Depositor or MBFS with respect thereto. Any review by the Underwriters of the Depositor, MBFS, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto benefit of the Underwriters and shall not be on behalf of the Depositor or MBFS. (irrespective b) The Depositor and MBFS have been advised that the Underwriters and their affiliates are engaged in a broad range of whether such Underwriter has advised or is currently advising transactions which may involve interests that differ from those of MBFS and/or the Company on other matters) or any other Depositor and that the Underwriters have no obligation to disclose such interests and transactions to MBFS and/or the Company except Depositor by virtue of any fiduciary, advisory or agency relationship; and (c) Each of the obligations expressly set forth in this Agreement Depositor and (iv) the Company has consulted its own legal and financial advisors MBFS waives, to the fullest extent permitted by law, any claims it deemed appropriate. The Company may have against the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that it will not claim that the Underwriters, Underwriters shall have no liability (whether direct or any indirect) to MBFS or the Depositor in respect of them, has rendered advisory services of any nature or respect, or owes such a fiduciary duty claim or similar to any person asserting a fiduciary duty to the Company, claim on behalf of or in connection with such transaction right of MBFS or the process leading thereto. If Depositor, including stockholders, employees or creditors of MBFS or the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇Depositor.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing AgreementBARCLAYS CAPITAL INC. BARCLAYS BANK PLC BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A, ▇▇▇▇▇ ▇ & CO. ▇.▇. ▇▇▇▇▇▇ TitleSECURITIES INC. UBS SECURITIES LLC By: Managing Director BARCLAYS CAPITAL INC. By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director For themselves and the other several Underwriters, if any, named in Scheduled II to the foregoing Agreement. Underwriting Agreement dated February 2September 11, 2022 2007 Registration No. 333-230099 145104 Representatives: Barclays Bank PLC 5 The North Colonnade Canary WCapital Inc. BNP Paribas Securities Corp Citigroup Global Markets Inc. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ & Co. ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Securities Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: 0.8755.70% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 2017 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 $3,000,000,000 Purchase price: 2030 Notes: 98.87899.254% of the principal amount of the Securities Notes plus accrued interest from and including February 9September 14, 2022 2034 Notes2007 Offering price: 98.73799.654% of the principal amount of the Securities Notes plus accrued interest from and including February 9September 14, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2007 Interest: 2030 Notes Payable on February 9 March 14 and September 14 of each year, commencing on February 9March 14, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2008 Sinking fund provisions: None. Redemption provisions: The Securities Notes are redeemable in whole or in part, at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth described in the Prospectus Supplement dated the date of this AgreementFinal Prospectus. Closing Date, Time and Location: February 9September 14, 20222007, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule information Underwriters also agree to abide by the following offering restrictions: Each of the Underwriters has agreed that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company except as set forth in this underwriting agreement. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time: (a) to legal entities which are authorized or regulated to operate in the Disclosure Package financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of 1. an average of at least 250 employees during the last financial year; 2. a total balance sheet of more than €43,000,000 and 3. an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Final ProspectusSecurities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC INC. DEUTSCHE BANK PLC MSECURITIES INC. ▇.▇. ▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇SECURITIES LLC ▇▇▇▇▇ VANFARGO SECURITIES, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS DEUTSCHE BANK PLC SECURITIES INC. By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ Name: S▇▇▇▇▇▇▇▇ Title: Director/CMTS North America By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director ByUnderwriting Agreement dated May 9, 2011 Registration No. 333-168333 Representatives: /s/ ECitigroup Global Markets Inc. Deutsche Bank Securities Inc. ▇.▇▇ ▇▇▇. ▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇Securities LLC ▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2Fargo Securities, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal LLC Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 2014 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €$1,000,000,000 Purchase price: 2030 Notes: 98.87899.756% of the principal amount of the Securities Notes plus accrued interest from and including February 9May 12, 2022 2034 Notes2011 Offering price: 98.73799.906% of the principal amount of the Securities Notes plus accrued interest from and including February 9May 12, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2011 Interest: 2030 Notes Payable on February 9 of each yearMay 12 and November 12, commencing on February 9November 12, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2011. Sinking fund provisions: None. Redemption provisions: The Securities Notes are redeemable in whole or in part, at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth described in the Prospectus Supplement dated the date of this AgreementFinal Prospectus. Closing Date, Time and Location: February 9May 12, 20222011, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule information Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Disclosure Package Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Final ProspectusSecurities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC BOFA SECURITIES, INC. CITIGROUP GLOBAL MARKETS LIMITED HSBC INC. CREDIT SUISSE SECURITIES (USA) LLC DEUTSCHE BANK PLC MSECURITIES INC. ▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇ & CO. LLC SANTANDER INVESTMENT SECURITIES INC. SG AMERICAS SECURITIES, LLC ▇▇ Name: E▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President Executive Director By: /s/ Kit T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: Kit T▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 RepresentativesVice President By: Barclays Bank PLC 5 The North Colonnade Canary W/s/ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TelName: +▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director Underwriting Agreement dated April 30, 2020 Registration No. 333-230099 Representatives: BofA Securities, Inc. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ NY1-50-12-01 New York, New York 10020 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: High Grade Debt Capital Markets Transaction Management/Legal Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10013 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel Credit Suisse Securities (USA) LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York ▇▇▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: IBCM-Legal Deutsche Bank Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10005 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Debt Capital Markets Syndicate, with a copy to General Counsel ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10282 Attention: Registration Department Santander Investment Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇ New York, New York 10022 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Debt Capital Markets SG Americas Securities, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10167 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: High Grade Bond Syndicate ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇ Fargo Securities, LLC ▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ 5th Floor Charlotte, NC 28202 Fax: (▇▇▇▇▇▇ ) ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ -▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Transaction Management Title, Purchase Price and Description of Securities: Title: 0.8751.700% Notes due 2027 (the “2027 Notes”) 1. 950% Notes due 2030 (the “2030 Notes”) 1.250) 2. 850% Notes due 2034 2040 (the “2034 2040 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.)

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION IBM CREDIT LLC By: Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ [ ] Title: Vice President and Treasurer [ ] IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO [ ] [ ] By: BARCLAYS BANK PLC [ ] By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl [ ] By: Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2[ ], 2022 20[ ] Registration No. 333-230099 333-[ ] Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ [ ] Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom [ ] Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875[ ]% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 20[ ] Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 $[ ] Purchase price: 2030 Notes: 98.878[ ]% of the principal amount of the Securities plus accrued interest from and including February 9[ ], 2022 2034 Notes20[ ] Offering price: 98.737[ ]% of the principal amount of the Securities plus accrued interest from and including February 9[ ], 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 20[ ] Interest: 2030 Notes Payable on February 9 [ ] of each year, commencing on February 9[ ], 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 20[ ] Sinking fund provisions: None. [Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. [ ]] Closing Date, Time and Location: February 9[ ], 202220[ ], 10:00 A.M.[ ] [a.m. / p.m.], at the offices of Cravath, Swaine & M▇▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii5(f)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e5(f): The unaudited capsule information in the Disclosure Package and the Final Prospectus.[ ] Statements covered by Section 7(b): [ ]

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ R▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Title: Vice President and Treasurer IBM Debt Offering The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS CREDIT SUISSE SECURITIES (EUROPE) LIMITED DEUTSCHE BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC AG, LONDON BRANCH G▇▇▇▇▇▇, S▇▇▇▇ & CO. M▇▇▇▇▇ S▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO & CO. INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS BANCA IMI S.P.A. BANCO SANTANDER, S.A. SOCIÉTÉ GÉNÉRALE UNICREDIT BANK AG By: CREDIT SUISSE SECURITIES (EUROPE) LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇By: /s/A. Gull Name: A▇▇▇▇▇ VAN, LLC ▇▇▇▇ Title: Director By: /s/S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ES▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Counsel By: /s/A▇▇▇ ▇. ▇▇▇▇▇▇ Name: A▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President By: /s/J▇▇▇ ▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ S/s/P▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: SP▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal of Debt Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇/s/R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ /s/ Argent Veseli Name: SR▇▇▇▇▇ Broecherer Argent V▇▇▇▇▇ Title: E.D E.D. SOCIÉTÉ GÉNÉRALE By: /s/B▇▇▇▇▇▇ ▇▇▇▇▇ Name: B▇▇▇▇▇▇ ▇▇▇▇▇ Title: Global Co-Head of Corporate Origination UNICREDIT BANK AG By: /s/M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇/s/C▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit TM▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇ C▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director Director Underwriting Agreement dated November 12, 2012 Registration No. 333-168333 Representatives: Credit Suisse Securities (Europe) Limited O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ AttnFax: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇+▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C(▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: MTN Trading Desk Deutsche Bank AG, London Branch Winchester House 1 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Fax Number: +▇▇ (▇▇▇) ▇▇▇ ▇▇▇▇ Attn: Syndicate Desk G▇▇▇▇▇▇, S▇▇▇▇ & Co. 2▇▇ ▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Registration Department M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. International plc 2▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: +▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Tel: 0▇▇ ▇▇▇▇ ▇▇▇▇ Email addressFax: L+▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇▇▇.▇▇▇ AttentionAttn: Legal Head of Transaction Management Group, Global Capital Markets Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.87899.283% of the principal amount of the Securities Notes plus accrued interest from and including February 9November 19, 2022 2034 Notes2012 Offering price: 98.73799.583% of the principal amount of the Securities Notes plus accrued interest from and including February 9November 19, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2012 Interest: 2030 Notes Payable on February 9 November 19 of each year, commencing on February 9November 19, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2013. Sinking fund provisions: None. Redemption provisions: The Securities Notes are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in partpart at a make whole amount, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9November 19, 20222012, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇8▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. 3. The last sentence of Section 7(b) shall be deleted and replaced by the following text: “The Company acknowledges that the statements set forth in the last paragraph of the cover page of the Preliminary Final Prospectus and the Final Prospectus, the sentence “The underwriters have informed IBM that they intend to make a market in the Notes but are under no obligation to do so and such market making may be terminated at any time without notice.” and the statements contained in the fourth and eighth through tenth paragraphs and the first, third and fourth sentences of the eleventh paragraph under the caption “Underwriting” in the Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Basic Prospectus, any Preliminary Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or the Final Prospectus, and you, as the Representatives, confirm that such statements are correct. 4. The following shall be an additional condition added to Section 5: The Company shall have furnished to the Representatives the opinion of C▇▇▇▇▇▇, Swaine & M▇▇▇▇ LLP, counsel to the Company, dated the Closing Date to the effect that the statements under the caption “United States Taxation” in the Disclosure Package and the Final ProspectusProspectus constitute a fair presentation of the material U.S. federal income tax consequences to holders of Securities. 5. The following shall be a new Section 15:

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ R▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC BNP PARIBAS SECURITIES CORP. CITIGROUP GLOBAL MARKETS LIMITED HSBC INC. DEUTSCHE BANK PLC MSECURITIES INC. UBS SECURITIES LLC. By: DEUTSCHE BANK SECURITIES INC. By: /s/J▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: AJ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ AttnTitle: Debt Syndicate EmailDirector Underwriting Agreement dated July 25, 2012 Registration No. 333-168333 Representatives: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ BNP Paribas Securities Corp. Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Inc. Deutsche Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Securities Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: 0.8751.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 2022 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €$1,000,000,000 Purchase price: 2030 Notes: 98.87897.998% of the principal amount of the Securities Notes plus accrued interest from and including February 9July 30, 2022 2034 Notes2012 Offering price: 98.73798.398% of the principal amount of the Securities Notes plus accrued interest from and including February 9July 30, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2012 Interest: 2030 Notes Payable on February 9 of each year1 and August 1, commencing on February 91, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2013. Sinking fund provisions: None. Redemption provisions: The Securities Notes are redeemable in whole or in part, at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth described in the Prospectus Supplement dated the date of this AgreementFinal Prospectus. Closing Date, Time and Location: February 9July 30, 20222012, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇8▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule information Underwriters also agree to abide by the following offering restrictions: In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Securities to the public in that Relevant Member State other than: (a) to any legal entity which is a qualified investor as defined in the Disclosure Package Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Securities shall require the Company or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of Securities to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Final ProspectusSecurities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each Underwriter represents and agrees that it and each of its affiliates: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ( the “FSMA”)) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (b) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC MBNP PARIBAS SECURITIES CORP. J.▇. ▇▇▇▇▇▇ LSECURITIES LLC RBC CAPITAL MARKETS, LLC SANTANDER INVESTMENT SECURITIES INC. W▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V.FARGO SECURITIES, BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INCLLC By: BNP PARIBAS SECURITIES CORP. BBy: /s/ B. ▇▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: AB. ▇▇▇▇▇▇▇▇ ▇ ▇A▇▇▇▇▇▇▇ Title: Managing Director By: /s/ SJ.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ Som B▇▇▇▇▇▇▇▇▇▇▇▇ Name: SSom B▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Director By: RBC CAPITAL MARKETS, LLC By: /s/ S▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate Authorized Signatory By: SANTANDER INVESTMENT SECURITIES INC. By: /s/ WV▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: IV▇▇▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory Vice President By: /s/ S▇D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇D▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Director By: W▇▇▇▇ Title: Managing Director FARGO SECURITIES, LLC By: /s/ EC▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: C▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2July 20, 2022 Registration No. 333-230099 262911 Representatives: Barclays Bank PLC 5 The North Colonnade Canary WBNP Paribas Securities Corp. 7▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇ New York, New York 10019 Attention: Debt Syndicate Email: D▇.▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ J.▇. ▇▇▇▇▇▇ Securities LLC 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10179 Attention: Investment Grade Syndicate Desk Fax: (▇▇ Tel: +▇▇ (▇) ▇▇▇-▇▇▇▇ RBC Capital Markets, LLC 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Debt Syndicate Email: Lr▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Attention: Syndicate Operations Santander Investment Securities Inc. 4▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 5th Floor New York, New York 10022 Fax: 2▇▇-▇▇▇-▇▇▇▇ Email: D▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇ Attention: Debt Capital Markets W▇▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square CFargo Securities, LLC 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ 5th Floor Charlotte, North Carolina 28202 Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Transaction Management Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.8754.000% Notes due 2030 2025 (the “2030 2025 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectus.)

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’sarm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S/s/ M▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on the date specified in Schedule I hereto. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇By: UBS SECURITIES LLC By: /s/ J▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇J▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2, 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 M▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TelName: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ LondonTitle: Associate Director Underwriting Agreement dated December 13, EC1A 1HQ United Kingdom Attention2010 Registration No. 333-168333 Representatives: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Barclays Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Inc. UBS Securities LLC Title, Purchase Price and Description of Securities: Title: 0.875% Floating Rate Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) 2012 Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €$1,000,000,000 Purchase price: 2030 Notes: 98.87899.90% of the principal amount of the Securities Notes plus accrued interest from and including February 9December 15, 2022 2034 Notes2010 Offering price: 98.737100.00% of the principal amount of the Securities Notes plus accrued interest from and including February 9December 15, 2022 Offering price: 2030 Notes: 99.203% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 2010 Interest: 2030 Notes Payable on February 9 of each yearMarch 15, June 15, September 15 and December 15, commencing on February 9March 15, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 2011. Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, or in whole or in part, each as set forth in the Prospectus Supplement dated the date of this AgreementNotes may not be redeemed prior to maturity. Closing Date, Time and Location: February 9December 15, 20222010, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇Worldwide Plaza, ▇8▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): None. Other Terms: 1. Section 4(B)(a) - (h) are deleted. 2. Each of the Underwriters agrees that it will not offer, sell, or deliver any of the Securities, directly or indirectly, or distribute the prospectus supplement or prospectus or any other offering material relating to the Securities, in or from any jurisdiction except under circumstances that will, to the best of the Underwriters’ knowledge and belief, result in compliance with the applicable laws and regulations and which will not impose any obligations on the Company. The unaudited capsule information in Underwriters also agree to abide by the Disclosure Package and the Final Prospectus.following offering restrictions:

Arm’s Length Transaction. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter Echelon is acting solely as a principal and not in the agent or fiduciary capacity of the Company, (iii) no Underwriter has assumed an advisory of fiduciary responsibility in favor of arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, Echelon is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, Echelon shall have no responsibility or liability to the Company with respect thereto. Any review by Echelon of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the process leading thereto (irrespective benefit of whether such Underwriter has advised or is currently advising Echelon and shall not be on behalf of the Company. The Company further acknowledges and agrees that Echelon and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company on other matters) or any other and Echelon and their affiliates have no obligation to disclose such interests and transactions to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriateby virtue of any fiduciary, advisory or agency relationship or otherwise. The Company hereby waives, to the fullest extent permitted by law, any claims it may have against Echelon or their affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of the Securities in the Offering and agrees that Echelon or their affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it will not claim that the Underwriters, or any in respect of them, has rendered advisory services of any nature or respect, or owes such a fiduciary duty claim or similar to any person asserting a fiduciary duty to claim on its behalf or in right of it or the Company, in connection employees or creditors of Company. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and Echelon with such transaction or respect to the process leading theretosubject matter hereof. If the foregoing is in accordance with your the Company’s understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your the Company’s acceptance shall represent a binding agreement among between the Company and the several UnderwritersEchelon. Very truly yours, INTERNATIONAL BUSINESS MACHINES CORPORATION By: Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted on as of the date specified in Schedule I heretofirst above written. For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. BARCLAYS BANK PLC CITIGROUP GLOBAL MARKETS LIMITED HSBC BANK PLC M▇▇▇▇▇▇ L▇▇▇▇ INTERNATIONAL MIZUHO INTERNATIONAL PLC SMBC NIKKO CAPITAL MARKETS LIMITED ING BANK N.V., BELGIAN BRANCH RBC EUROPE LIMITED U.S. BANCORP INVESTMENTS, INC. B▇▇▇▇▇▇▇ VAN, LLC S▇▇▇▇ BROTHERS & CO By: BARCLAYS BANK PLC By: /s/ E▇▇▇▇ ▇▇▇▇▇▇ Name: ETitle: (a) ▇.▇▇▇ ▇▇▇▇▇▇ Title: Authorised Signatory By: /s/ Simi Alabl Name: Simi Alabl Title: Delegated Signatory By: /s/ M.Laidouni Name: M.Laidouni Title: Senior Legal Counsel By: /s/ A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ S▇▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ S▇▇▇▇ ▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ K▇▇▇ ▇▇▇▇▇ Name: K▇▇▇ ▇▇▇▇▇ Title: Global Head of Debt Syndicate By: /s/ W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Name: W▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Title: Head Legal Capital Markets By: /s/ I▇▇▇ ▇▇▇▇▇▇ Name: I▇▇▇ ▇▇▇▇▇▇ Title: Duly Authorised Signatory By: /s/ S▇▇▇▇▇▇ . ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ E▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO & President By: /s/ Kit T▇▇▇▇▇ Name: Kit T▇▇▇▇▇ Title: Senior Managing Director Underwriting Agreement dated February 2Co., 2022 Registration No. 333-230099 Representatives: Barclays Bank PLC 5 The North Colonnade Canary W▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Attn: Debt Syndicate Email: L▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Citigroup Global Markets Limited Citigroup Centre Canada Square C▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax No.: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Attention: Syndicate Desk HSBC Bank plc 8 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Fax: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email: t▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ M▇▇▇▇▇▇ L▇▇▇▇ International 2 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ United Kingdom Attention: Syndicate Desk Mizuho International plc 3▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, EC4M 7AU United Kingdom SMBC Nikko Capital Markets Limited O▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ Email address: L▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇.▇▇▇ Attention: Legal Title, Purchase Price and Description of Securities: Title: 0.875% Notes due 2030 (the “2030 Notes”) 1.250% Notes due 2034 (the “2034 Notes”) Principal amount: 2030 Notes: €1,000,000,000 2034 Notes: €1,000,000,000 Purchase price: 2030 Notes: 98.878% of the principal amount of LLC shall offer the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 98.737% of for sale only in the principal amount of United States or in such other jurisdictions (excluding Canada) in which it may lawfully offer securities. (b) Echelon Wealth Partners Inc. shall offer the Securities plus accrued interest from and including February 9, 2022 Offering price: 2030 Notes: 99.203% of for sale only in the principal amount of the Securities plus accrued interest from and including February 9, 2022 2034 Notes: 99.162% of the principal amount of the Securities plus accrued interest from and including February 9, 2022 Interest: 2030 Notes Payable on February 9 of each year, commencing on February 9, 2023 2034 Notes Payable on February 9 of each year, commencing on February 9, 2023 Sinking fund provisions: None. Redemption provisions: The Securities are redeemable at the option of the Company, in whole upon the occurrence of certain tax events, Canada or in whole or such other jurisdictions (excluding the United States) in part, each as set forth in the Prospectus Supplement dated the date of this Agreement. Closing Date, Time and Location: February 9, 2022, 10:00 A.M., at the offices of Cravath, Swaine & M▇▇▇▇ LLP, W▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. Delayed Delivery Arrangements: None. Items specified pursuant to Section 5(e)(iii) to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 5(e): The unaudited capsule information in the Disclosure Package and the Final Prospectuswhich it may lawfully offer securities.