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Rubina Ronci
9 April 2021
Distribution Agreement Jp Morgan

h) Blue Sky qualifiers. The Company will work with agents to characterize the offer and sale obligations in accordance with existing securities legislation in those states and other U.S. legal systems, as the agents call them, and will retain these qualifications for as long as necessary for the distribution of debt; However, provided that the entity is not required to obtain general authorization to notify the procedure or to consider it as a foreign company in a jurisdiction where it is not as qualified. The company will file the declarations and reports required by the laws of any jurisdiction in which the notes have been qualified as stated above. The company immediately informs the agents of receipt by the company of any notification regarding the suspension of the qualification of banknotes for sale in such a state or jurisdiction, or the opening or threat of proceedings for this purpose. xi) Non-counterparts. The issuance and sale of the bonds by the company and the company`s compliance with all the provisions of this agreement, any agreement and the enumeration and execution of the transactions and execution of the proposed transactions are not in contradiction with a violation or violation of any of the conditions or provisions of this agreement, or involve a default under , any creation, mortgage, trust deed, loan contract or any other instrument or instrument if the company or one of its subsidiaries is involved, or to which the company or one of its subsidiaries is linked or to which the assets or assets of the company or one of its subsidiaries are related that would have a significant impact on a conflict , a violation or failure, nor does such an act result (A) in violation of the provisions of the certificate of constitution or the statutes of the company or one of its subsidiaries or (B) a violation of the provisions of a law, an order, an order or regulation of a court or a government authority or a competent authority for the company or one of its subsidiaries or any of its properties. each would have a significant negative effect on the consolidated financial position or on the consolidated results of the Company`s business; authorization, approval, order, registration or characterization by or with such a court or authority or government agency is not necessary for the issuance and sale of debt securities, or for the acceptance of transactions under this agreement, of an agreement or withdrawal, except for such consents, authorizations, authorizations, registrations or qualifications required by the 1933 Act and by the 1939 Act or by domestic or foreign laws. (e) trust. The company and agents agree that all notes purchased by agents are purchased and that all notes that agents arrange are placed by agents based on the insurance, guarantees, pacts and company agreements that are incorporated, as well as the conditions and manner in which they are given. However, provided that this Compensation Agreement does not apply to losses, responsibilities, claims, damages or expenses, as long as it results from a statement or omission or an alleged statement or statement or omission, made in accordance with the written information provided to the company by an agent specifically for the use of the registration statement (or amendment) or a prospectus. , the prospectus or issuer-free prospectus (or an amendment or a supplement to it). We refer to Section 18 (a) of the Distribution Agreement of July 29, 2010, which was concluded with respect to the distribution of the medium-term bonds of the company153s, Series G (the “notes”) and concluded between the company and the subject party (the agreement, amended from time to time, is called a “distribution agreement”).

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