Underwriting Agreement Is Made For

(3) The issuance of the shares under the deposit agreement and the sale of the shares by the company to the insurers, in accordance with the insurance contract, and the performance of the obligations arising from the shares, the deposit contract and the insurance contract and the conclusion of the transactions envisaged in it, in any case with respect to the shares, do not contran (a) the revised foundation certificate or the amended and amended statutes of the company (b) lead to a delay or violation of agreements that are presented as exposures by , including the company`s activity report on Form 10-K for the past year, 20. and No., including the company`s quarterly report on Form 10-Q for the quarter of activity 20 that expired and the no to the operating report on Form 8-K, 20., or (c) against U.S. federal laws or New York State counter-laws applicable to the company; However, provided that, within the meaning of this paragraph (3), we do not outlaw ourselves on federal or regional securities laws, fraudulent transfer laws, other anti-fraud laws and the Employeee Retirement Income Security Act of 1974 and related laws; and provided that, to the extent that the company`s performance of its obligations arising from the shares, the deposit contract and the insurance contract is concerned, we do not issue notices on bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the general applicability of creditors` rights. The senior insurer advisor is expected to provide the first draft of the stretching agreement. A good starting point would be the lead-underriter form-underwriting agreement, which will contain representations, guarantees and alliances that are generally sought by the insurer. The form can then be adapted to specific facts and circumstances and can be negotiated with the issuer`s advisor who may require carve-outs, changes in the language of certain insurances or guarantees or changes to key definitions.