Sprott Physical Copper Trust

Section 2 Placements

Each time that the Manager, on behalf of the Trust, wishes to issue and sell Placement Units hereunder (each, a “Placement”), the Manager will notify one of the Agents (the “Designated Agent”) by email notice (or other method mutually agreed to in writing by the parties) of the number of Placement Units, the time period during which sales are requested to be made, any limitation on the number of Placement Units that may be sold in any one Trading Day (as defined below) and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule “A”. The Placement Notice shall originate from any of the individuals from the Manager set forth on Schedule “C” (with a copy to each of the other individuals from the Manager listed on such schedule), and shall be addressed to each of the individuals from the Designated Agent set forth on Schedule “C”, as such Schedule “C” may be amended from time to time. The Placement Notice shall be effective unless and until (i) the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, by providing email notice to the individuals from the Manager set forth on Schedule “C”, (ii) the entire amount of the Placement Units thereunder have been sold, (iii) the Manager, on behalf of the Trust, suspends or terminates the Placement Notice, or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Trust, or the Manager, on behalf of the Trust, to the Designated Agent in connection with the sale of the Placement Units shall be calculated in accordance with the terms set forth in Schedule “B”. It is expressly acknowledged and agreed that neither the Manager, on behalf of the Trust, nor the Agents will have any obligation whatsoever with respect to a Placement or any Placement Units unless and until the Manager, on behalf of the Trust, delivers a Placement Notice to the Designated Agent and the Designated Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.