The legal provisions governing the IPO require the public to subscribe at least 90% of the shares issued before a company receives its start-of-business certificate. Companies enter into an agreement with insurers in case of non-compliance with the minimum subscription. Insurers promise to acquire the deficit of this minimum subscription. These are the registration under the Securities Act of 1933 (Securities Act) and the offering of deposit shares (deposit shares) each representing a portion of the preferred share securities (preferred shares) of Goldman Sachs Group, Inc. (the company). The deposit shares are issued pursuant to a deposit agreement (the deposit contract), date of , 20, between the company and , as custodian. Preferred shares and deposit shares representing preferred shares are called shares. The share registration statement (File 333-) was filed on Form S-3 pursuant to the Securities and Exchange Commission (The Commission), which permits the late or ongoing offering of securities in accordance with this agreement and, if applicable, an amendment or prospectus that contains information on the terms of the securities and their mode of distribution. 12. Notwithstanding the contrary, the company`s compensation agreement in section (a) section 9 of this point, the assurances and guarantees contained in subsections (b) section 1 of this agreement and any guarantee or guarantee as to the accuracy of the registration statement or prospectus contained in a certificate issued by the company (6) , executed and delivered by the company, and constitutes a valid and legally binding agreement of the company that is applicable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability with respect to or regarding the rights of creditors and the general principles of equity. However, we will not comment on the compensation provisions in section 5.6 of the filing agreement. (g) on or after the applicable date, none of the following points occurred: (i) a substantial suspension or restriction of trading in securities generally on the New York Stock Exchange; (ii) a substantial suspension or restriction of trading in corporate securities on the New York Stock Exchange; (iii) a general moratorium on commercial banks, declared by the state or state authorities of New York, or a serious disruption of commercial banks or settlement-delivery or registration services in the United States; (iv) the initiation or escalation of hostilities between the United States or the declaration of a state of national emergency or war by the United States or (v) the occurrence of another disaster or crisis or a change in financial, political or economic conditions in the United States or elsewhere, if the effect of such an event, in accordance with the clause (iv) or (v) in the judgment of Goldman Sachs.