goldman sachs directed share program

the Shares by the Underwriters (y)that have already been obtained or (z) such that, if not obtained, would not, individually or in the aggregate, affect the validity of the Shares to be sold by the Selling Stockholder to the Underwriters Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company and the of preparing stock certificates; if applicable (ii)the cost and charges of any transfer agent or registrar, and (iii)all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise Where can I find more information about the company (such as financials, etc.)? Better Being Co., a Delaware corporation (the Company), proposes, subject to the terms and conditions stated in this agreement (this Agreement), to issue and sell to the Underwriters named in Schedule I hereto (the use therein, such Registration Statement and Preliminary Prospectus did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will, when they become effective or are filed with the Commission, This Agreement shall be binding upon, and inure solely to the benefit of, the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined 20. penalties or mandatory or permissive exclusion from any government healthcare program. ), the Public Health Service Act (42 U.S.C. Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Neither the Company nor any of its officers, directors, employees or, to the Companys knowledge, agents, have engaged in any activities, which are cause for false claims act liability, material civil prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholder and the Underwriters, or any of them, with respect to the subject matter hereof. hours in advance. process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or the Selling Stockholder, (iii)no Underwriter has assumed an advisory or fiduciary responsibility in favor of shall not be liable to the Directed Share Underwriter under this subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Directed Share Underwriter, in connection with the defense thereof (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer Recommend. 12. the entry into an agreement providing for the issuance by the Company of shares of Stock or any security convertible into or exercisable for shares of Stock in connection with the acquisition by the Company or any of its subsidiaries of the satisfactory to you as to the accuracy of the representations and warranties of the Company and the Selling Stockholder, respectively, herein at and as of such Time of Delivery, as to the performance by the Company and the Selling Stockholder of all Sarbanes-Oxley Act), as of an earlier date than it would otherwise be required to so comply under applicable law); (xix) Since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no change in **Applications close on Sunday, November 21 @ 11:59pm ET** This one-year, specially curated experience will contain two core stages: with, any such Permit, except for such Permits, the lack of which would not, individually or in the aggregate, result in a Material Adverse Effect; (xxxvi) The Company and its directors, employees and, to the Companys satisfactory to you; (k) The Company shall have complied with the provisions of Section5(c) hereof with respect to the furnishing proportion to their respective underwriting obligations and not joint. In 2023, the annual limit is $6,500 (or $7,500 for those age 50 and older). indemnify and hold harmless the Directed Share Underwriter against any losses, claims, damages and liabilities to which the Directed Share Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims damages or Goldman Sachs | 10,000 Women Hear from our leaders on why Accelerate proves to be a hub of innovation for the firm and is continuing to evolve since its launch in 2018. dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares), that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as (d) Written Testing-the-Waters Communications, [The Better Being Co. the information contained in the form of final prospectus filed with the Commission pursuant to Rule424(b) under the Act in accordance with Section5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial described in the Registration Statement and the Pricing Prospectus; (xv) The Company is not and, after giving effect to by or on behalf of the Directed Share Underwriter. Goldman Sachs Veterans Integration Program - OurVeterans.NYC and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other . terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound CEO Approval. territory that is the subject or target of Sanctions (a Sanctioned Jurisdiction), and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the L. 107-56 (signed into roadshow or any Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be general affairs, prospects, management, financial position, stockholders equity or results of operations of the Company and its subsidiaries, taken as a. NTD: Opinion delivery requirements to be discussed. Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights, in each case other than rights that have been complied with or waived in writing; (xi) The issue and sale of the Shares to be sold by the Company and the compliance by the Company with this Agreement and the Technology for Economic and Clinical Health Act (42 U.S.C. to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Additional documents incorporated by reference, (c) Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package, The initial public offering price per share for the Shares is $[]. issued and are fully paid and non-assessable and conform in all material respects to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and all of the issued shares of the conversion of convertible securities or the exchange of exchangeable securities, or options to purchase shares of Stock or the grant of other equity-based awards (including any securities convertible into shares of Stock), in each case A Directed Share Program (DSP) allows an issuing company to allocate shares in their IPO to friends, family, employees, customers and other key stakeholders who may be otherwise unable to participate. purpose or pursuant to Section8A of the Act has been initiated or, to the Companys knowledge, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant Section5(b) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey (such fees and expenses of counsel not to exceed $5,000); (iv) all fees threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Directed Share Underwriter is an actual or potential party to such action or claim) unless such settlement, compromise or satisfy the requirements of this Section5(g) by filing such information through EDGAR; (h) To use the net proceeds received by it electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver time of such funding, is the subject or the target of Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of good standing (or foreign equivalent) under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus, and (ii)duly (i) The Company will Property or the Company or its subsidiaries rights therein, and (iv)owns, by operation of law or by execution of written assignment agreements all Intellectual Property developed for the Company or its subsidiaries by their employees, The Goldman Sachs Group, Inc. is an American multinational investment bank and financial services company headquartered in New York City. Stockholder, or any officer or director or controlling person of the Company, or any controlling person of the Selling Stockholder, and shall survive delivery of and payment for the Shares. forth in subsections (a)and (f) of this Section8; and. effective, are hereinafter collectively called the Registration Statement; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in (iv) The obligations of Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is . Goldman Sachs is placing its bets on startups with diverse founders. Account Access in all material respects, with any applicable laws or regulations of foreign jurisdictions in which the Pricing Disclosure Package, the Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and any Written Testing-the-Waters Communication, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program; (xlii) No authorization, approval, consent, license, order, registration or telex or facsimile transmission to Goldman Sachs& Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; and Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629 expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives (not including the Underwriters and their representatives) and officers of actions in respect thereof) referred to above in this subsection (e)shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. made and will not make any offer relating to the Shares that would constitute a free writing prospectus; and each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not Goldman Sachs | Student Programs - Scholarship for Excellence Separately Managed Accounts | Goldman Sachs Asset Management Notwithstanding the provisions of this Section9(g)(iii), the Directed Share Underwriter shall not be required to. general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv)the outbreak the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or thereto shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would results in the application of any other law than the laws of the State of New York. be funded, is funded to the extent required by applicable law, and with respect to all other Foreign Benefit Plans, adequate reserves therefor have been established on the accounting statements of the applicable Company or subsidiary of the Company, respect thereto at the office of DTC or its designated custodian (the Designated Office). FDA or other governmental authority alleging or asserting material noncompliance with any applicable Health Care Laws. consent of the Representatives with entities that the Company reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), Stockholder shall be delivered by or on behalf of the Company and the Selling Stockholder to the Representatives, through the facilities of the Depository Trust Company (DTC), for the account of such Underwriter, against payment by or on The statements with respect to Health Care Laws and the Companys compliance therewith included in the Preliminary Prospectus, in the Pricing Disclosure Package and in the The aggregate of [] shares to be issued and sold by the Company is and the regulations promulgated thereunder and (ii)Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of the Company and its subsidiaries at the dates statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission); provided, however, that the Company may (collectively, Intellectual Property) necessary for the conduct of their respective businesses free of any encumbrances, (ii)do not, through the conduct of their respective businesses, infringe, violate, misappropriate, dilute, or The iPhone-maker and Goldman Sachs started rolling out a virtual credit card in 2019. relating to the Company and its subsidiaries is made known to the Companys principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective; (xxi) This Agreement has been duly authorized, executed and delivered by the Company; (xxii) Neither the Company nor any of its subsidiaries, nor, any director, officer or, to the knowledge of the Company, any qualification of or with any such court or governmental agency or body is required for the issue of the Shares to be sold by the Company and the sale of the Shares or the consummation by the Company of the transactions contemplated by this such interest and obligation, were governed by the laws of the United States or a state of the United States. included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated or other expenses. amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or by clause (3); provided, that that in the case of clauses (3)and (4), the number of shares of Stock that the Company may sell or to own their respective properties and conduct their respective businesses, except for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect. (m) On the date of this Agreement and at such Time of Delivery, the action relating to an alleged lack of safety, efficacy, or regulatory compliance of the Companys products (Safety Notices) and (ii)to the Companys knowledge, there are no facts that would be reasonably likely to result Goldman Sachs | About Us not relieve the Company from any liability that it may have under the preceding paragraph of this Section. Headquartered in New York, we maintain offices in all major financial centers. The Directed Share Program (DSP) will be administered not by Rivian but by one of our underwriters (the "Program Administrator"). securities, businesses, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, or the issuance of any such securities pursuant to any such agreement; (4) the entry into any agreement providing for the issuance of shares of Stock or any security convertible into or exercisable for shares U.S.C. taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery, will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Neither the Company nor any of its subsidiaries has received notice of any proceedings related to the revocation or modification of any such Governmental Licenses that, individually or The Company and the Directed Share Underwriter agree that it would not be just and equitable if (i)in violation of its certificate of incorporation or by-laws (or other applicable organization document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or Make Things Possible at Goldman Sachs Applications for our 2023 programs are now open. laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of clause (A)and (C), for such If you are eligible to participate in our DSP and successfully complete the pre-registration process, you will receive an email in the coming weeks from the Program Administrator with more information. shall be submitted to the Company and the Selling Stockholder for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Participants). 7. Act) included or incorporated by reference in any of the Registration Statement, the Pricing Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith; (xxix) Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and Section301 et seq. Internal Revenue Code of 1986, as amended; Employee Benefit Plan means any employee benefit plan within the meaning of Section3(3) of ERISA, including, without limitation, all stock purchase, stock option, stock-based negative implications, its rating of any of the Companys debt securities; (h) On or after the Applicable Time there shall not have Open. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform What is Apex? The Company and its subsidiaries have not been notified in writing of and have no knowledge Read more Participating in the IPO What are the steps for participating in the DSP? the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the 47.3(b); or. Shares; (vi) To the extent that any statements or omissions made in the Registration Statement, any Preliminary The investment bank announced its inaugural black and Latinx entrepreneur cohort, part of Launch With GS, its $500 million. reasonably incurred by the Company or the Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred. 2. damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters; (iv) On or prior to the date of the Pricing Prospectus, the Selling Stockholder has executed and delivered to the Underwriters All of the Governmental Goldman Sachs or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company and the Selling Stockholder agree to submit to the jurisdiction of, and to venue in, such courts. Goldman Sachs & Co. LLC (the "Directed Share Underwriter") has agreed to reserve up to 1,973,684 Shares to be purchased by it under this Agreement for sale at the direction of the Company to certain parties related to the Company (collectively, "Participants"). the Company or the Selling Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholder on other The relative benefits received by the Company and the Selling Stockholder Ideas submitted to GS Accelerate, since launch in 2018, Number of cities that have participated in GS Accelerate, Entrepreneurial employees building Accelerate businesses. any of its subsidiaries is now knowingly engaged in, or has, at any time in the past five years, knowingly engaged in, any dealings or transactions with or involving any individual or entity that was or is, as applicable, at the time of such dealing statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. (a) The Company and the Selling Stockholder, jointly and severally, will indemnify and hold harmless each Underwriter against any losses, court or governmental action, order or decree or (ii)entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the

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