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The Equity Distribution Agreement is essential for companies seeking to distribute equity securities in Belgium and potentially across the EU. It is typically used when a company wants to raise capital through share offerings, whether through private placements or public offerings. The agreement must comply with Belgian law, particularly the Belgian Companies and Associations Code and FSMA regulations, while also adhering to broader EU financial regulations. This document outlines the appointment of distributors, their authority and obligations, distribution mechanics, pricing mechanisms, regulatory compliance requirements, and risk allocation between parties. It's particularly crucial for ensuring proper documentation of the distribution arrangement and compliance with all applicable securities laws and regulations.

1. Parties: Identification of the issuer and the distributor(s), including their corporate details and registered offices

2. Background: Context of the agreement, including the issuer's intention to distribute equity securities and the distributor's qualifications

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Appointment of the distributor(s) and the scope of their authority to distribute equity securities

5. Regulatory Compliance: Obligations regarding compliance with Belgian and EU securities laws, including FSMA requirements

6. Distribution Mechanics: Process and procedures for equity distribution, including pricing mechanisms and allocation methods

7. Representations and Warranties: Standard representations and warranties from both parties

8. Covenants: Ongoing obligations of both parties during the term of the agreement

9. Fees and Expenses: Compensation structure, including commissions and expense reimbursement

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Indemnification: Mutual indemnification provisions for losses arising from the agreement

12. Confidentiality: Protection of confidential information exchanged during the relationship

13. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment