Agreement Of Y

1.2 Sale and issuance of shares. Subject to the terms of this agreement, each investor agrees to purchase several shares, not jointly, and the entity agrees to sell and issue the number of shares listed in the “Number of Series AA Shares” column in relation to that investor`s name on the investor`s plan at a cash purchase price of [`] per share (the “purchase price”). The company`s agreement with each investor is a separate agreement, and the sale and issuance of the shares to each investor is a separate sale and issue. Respect for other instruments. The company does not violate an essential provision of its foundation certificate or statutes, as amended to date, nor, to the extent it is aware, materially, with respect to a provision or provision of a substantial debt, contract or agreement of which it is a party to a partisan party and which would have a material adverse effect. To the company`s knowledge, the company does not violate federal or regional laws, rules or regulations that apply to the business and whose violation would have a significant negative effect. The performance and delivery of the agreements by the company, the performance of their obligations by the company and the issuance of the shares and conversion shares do not lead to a substantial violation or substantial contradiction with the company`s certificate of constitution or statutes, or constitute a significant delay. Tax returns and payments Note of use of the terms defined “X” and “Y” below, based on the 2002 ISDA DirectorShip (reviewed in this contribution): “new securities” refers to each stock of capital (including common shares and/or preferred shares) of the company, whether approved or not, as well as rights, convertible bonds, options or warrants for the acquisition of that stock of capital and any security that may or may be converted into shares; to the extent that the term “new securities” does not include: equities and transfer action; up to the securities issued or sold to officers, employees, directors, consultants, securities issued or sold to officers, employees, directors, consultants, etc. investment agents and other service providers of the Company (or a subsidiary) under grants, options, purchase plans, agreements or other contractual arrangements or any other personnel action program approved by the Company`s Board of Directors; securities issued under the conversion or exercise of convertible or exercisable warrants or securities at the time of this contract; securities issued or distributed in the form of dividends or distribution on preferred shares of the Company, or in any event limited, for which an adjustment is made in accordance with paragraph 3 (d), paragraph (e) or Article 3, point (f), of the company`s certificate of incorporation; Securities offered pursuant to a good faith and fixed public offering pursuant to a declaration of registration rights under the Securities Act; securities issued or revaluable as a result of the acquisition of another company by the company by merger, acquisition of the bulk of all assets or other restructurings or joint venture agreements, provided that these issues are approved by the company`s board of directors; Securities issued by banks, equipment lenders or other financial institutions in connection with a leasing or debt financing transaction approved by the company`s board of directors; Securities that may be issued or fuelled in connection with research, cooperation, technology licensing, development, OEM, marketing or similar strategic agreements or partnerships that have been approved by the company`s board of directors; Securities issued in connection with the provision of goods or services related to the provision of goods or services in transactions approved by the Company`s Board of Directors; Company securities that are otherwise excluded by the unanimous vote of the company`s board of directors; and all right