Underwriting Agreement for Capital Notes

This document outlines the underwriting agreement between Canadian Imperial Bank of Commerce (the Bank) and a group of Underwriters for the sale of US$500,000,000 aggregate principal amount of its 6.750% Fixed Rate Reset Limited Recourse Capital Notes Series 10 (NVCC). The agreement details the representations, warranties, and covenants of both the Bank and the Underwriters. The Bank assures the Underwriters regarding the accuracy of its filings with the SEC, the legality of the notes, and its financial standing. The Underwriters agree to purchase the notes under specific conditions, including no material adverse changes in the Bank's financial condition. The agreement also covers payment, delivery, conditions for the Underwriters' obligations, and indemnification clauses. The notes are to be issued under a subordinated indenture and are associated with preferred shares and common shares for conversion purposes. The Bank commits to legal and regulatory compliance, including anti-corruption and anti-money laundering laws, and to maintaining necessary listings for conversion shares.