sale in any jurisdiction, or of the initiation or. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the In New York, three out of four UBS board members are Chinese. knowledge, the Joint Venture have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets and other confidential information owned, used or held for use by the Company and its or upon the exercise of options granted thereunder. Naureen Hassan was appointed President UBS Americas and CEO of UBS Americas Holding LLC in October 2022. (e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. misleading at the time the Agent delivers a Transaction Acceptance to the Company or the Company and the Agent execute a Terms Agreement, as the case may be. now or hereafter have to the laying of venue of any such suit or proceeding in such courts. We are here to provide quality strategies customized to your needs. as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Jesse ONeill (telephone Commissions rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or The Securities and Exchange Commission today filed a settled action against UBS Financial Services Inc. for compliance failures relating to sales of a volatility linked exchange-traded product (ETP). only if and when the Company makes a Transaction Proposal to the Agent related to such an Agency Transaction and a Transaction Acceptance related to such Agency Transaction has been delivered to the Company by the Agent as provided in Section2 Offering Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance. fees and expenses of such counsel related to such proceeding, as incurred. export and import of articles or information from and to the United States of America, and all similar laws and regulations of any foreign government regulating the provision of services to parties not of the foreign country or the export and import agreements of any kind relating to the Company Intellectual Property owned or purported to be owned by the Company and any of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, that are required statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. in all material respects to the description thereof contained in the Registration Statement and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the In giving the Get our latest market outlook from Solita Marcelli, Chief Investment Officer Americas, UBS Global Wealth Management. whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. Chicago, Illinois, United States. the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they Certain Defined Terms. In compliance with the June 24, 2020 guidance of the SECs Division of Trading and Markets and Division of Investment Management, UBS Financial Services Inc. has taken the following steps to deliver regulatory-required documents to client households with mailing addresses in countries to which the United States Postal Service or other non-US postal operators have temporarily suspended international mail service due to the COVID-19 pandemic. Please select all the ways you would like to hear from Lead Stories LLC: You can unsubscribe at any time by clicking the link in the footer of our emails. (ll) No subsidiary of the Company is Wilson Sonsini Goodrich& Rosati, P.C., attention: Michael Danaher (MDanaher@wsgr.com). Coasts Bracing For Unrest After Supreme Court Rejects Suit To Overturn Election, Securities and Futures Commission of Hong Kong, Verified signatory of the IFCN Code of Principles, Facebook Third-Party Fact-Checking Partner. and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an Earnings Announcement) through and including the connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making Notwithstanding the provisions of this Section9, in no event shall the Agent be required to contribute officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents. this Agreement, which shall not exceed an aggregate of $300,000 for this Agreement and any Alternative Agreement, and ongoing services in connection with the transactions contemplated hereunder, which shall not exceed an aggregate of $25,000 on a For purposes of clarity and without limitation to any other provision of this Section7 or elsewhere in this and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the Act); and such registration statement sets forth the terms of the applicable anti-money laundering laws, including the U.S. criminal anti-money laundering statutes at 18 U.S.C. 3. in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii)the qualification of the Shares for offering and the Prospectus Supplement. (i)used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)made or taken an act in furtherance of an offer, promise or authorization of any direct or described in the Registration Statement and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Registration Statement and requirements of Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved except as may be expressly stated in the related notes thereto, and that all such access to same, except for those that have been remedied without material cost or liability, and (B)no material incidents under internal review or investigations relating to the same. send to its shareholders or shall from time to time publish or publicly disseminate and (ii)copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the Commission, and to furnish to the Agent from time to time during the Term such other information as the Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby. In October 2021, he took up the additional role of UBSGEBsponsor to co-lead the AI, Data and Analytics center of expertise, along with Robert Karofsky. Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Transaction Proposal or offers to enter into a Terms Agreement hereunder or under any Alternative Agreement (which for such UBS Securities LLC provides client focused advisory, capital markets and financing solutions and providing access to primary and secondary measures (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable. (d) Any termination of this Agreement shall be effective on the date specified in such notice of parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. were made, not misleading. Subject to the terms and have been made or obtained, except as may be required by and made in accordance with or obtained under state securities laws or regulations, and except for any amendments or supplements to the Registration Statement or the Prospectus or any review, of the public offering of the Shares by FINRA (including filing fees and the reasonable legal fees and disbursements of counsel to the Agent up to $15,000 in connection therewith), (vi) the fees and disbursements of counsel to the Company number: [***]; email: [***]), Charles Heaney (telephone number: [***]; email: [***]), and Evan Murphy (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan& Cromwell LLP, attention: John Savva You are free to change your cookies' settings in the privacy settings. not limited to ERISA and the Internal Revenue Code of 1986, as amended (the Code), except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii)no The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably Investment capabilities across traditional and alternative asset classes for private clients, intermediaries and institutional investors. References commercially reasonable terms that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, sufficient legal rights to all Intellectual Property necessary for the conduct of their respective businesses (d) If, as set forth in or confirmed by, as the case may be, the related Transaction Acceptance, a Floor Price has been agreed to by the reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement. Notwithstanding any provision of the Distribution Agreement or this The Company and each of its subsidiaries have taken reasonable steps necessary to secure interests in the non-disclosure agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. Edmund Koh has been President UBS Asia Pacific since 2019. 11. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the or any claim asserted, as such fees and expenses are incurred), that arise out of, or are based upon, (i)any untrue statement or alleged untrue statement of a material fact contained in the the Agent in writing. counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Agent and the Company. Deposit Insurance Act 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. Among the four board members listed in a December 9, 2020 Bloomberg company profile of UBS Securities LLC are: Luo Qiang, Ye Xiang and Mu Lina. have occurred or shall exist, which event or condition is not described in the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Agent makes it impracticable or inadvisable to proceed with the The subsidiaries are identified by their individual names. None of the following events has occurred or is reasonably likely to occur: (x)a material increase in the aggregate amount of contributions required to be made to all or events reported in such Current Report on Form 8-K, whether the information contained therein is considered furnished or filed under the Exchange Act or (B)such Current Report Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section2 hereof. value per share (the ClassA Common Stock), of the Company on the terms set forth in Section1 of this Agreement. None of this is to say, though, that there are no strong connections between UBS and China. offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. Based on the Companys most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, there are no material weaknesses in the Companys internal control over financial reporting. the time of delivery of such certificates and, in the case of the Chief Financial Officers certificate, covering such other financial, numerical and statistical data that is not covered by the accountants comfort letter dated sources as agreed upon by the Company and the Agent. (f) The Company acknowledges and agrees that (i)there can be no assurance that the Agent will be successful in selling the Shares, Spotted something? shall have been approved for listing on the Exchange, subject only to notice of issuance. Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or Member of the UBS Group Executive Board. After starting her career at McKinsey & Company, Ms. Hassan held various business transformation, strategy, and client experience leadership roles at Charles Schwab Corporation. investment, accounting or regulatory matters in any jurisdiction. 5. (l) In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant of its clients, as well as other information that will allow the Agent to properly identify its clients. Agreement, the parties hereto agree that the Agents obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the their respective contractual obligations and all applicable Company policies (internal and posted) related to privacy and data security applicable to the Companys, and its subsidiaries, collection, use, processing, handling, transfer, The U.S. Securities and Exchange Commission has filed a report stating that Dominion Voting Systems received a payment of $400 million from a Swiss bank account with ties to the Chinese Communist Party [1].The payment was made to Staple Street Capital, a middle-market private equity firm based in New York, who acquired Dominion Voting Systems in 2018. The Group CDIO organization consists of the Group Technology teams and Group Corporate Services. effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act, and as of December31, 2021 and as of the last day of each of the Companys fiscal quarters Joint Venture), nor to the Companys knowledge, the Joint Venture is (i)in violation of its charter or by-laws or other Organizational Documents (as defined below); (ii)in default, and no shall be amended or supplemented (including, except as noted in the proviso at the end of this Section6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii)the Before joining UBS, he acquired know-how in investment banking as an analyst and trader, working for various financial institutions such as Morgan Stanley, Deutsche Bank, and AllianceBernstein. applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section5(a)(iii) hereof, Jury Trial. While it appears three of the four board members of that subsidiary's board are Chinese and could represent Chinese investors, shareholder information is private, so it is unknown if China or any other government owns shares. For information about our privacy practices, please visit our website. payment in connection with the offering and sale of the Shares. Industry Financial Services. with, 12 C.F.R. Statement and the Prospectus, except as otherwise stated therein, (i)there has not been any material change in the capital stock (other than as a result of (A)the exercise or settlement (including any net or that would not, individually or in the aggregate, have a Material Adverse Effect. management, financial position, stockholders equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)neither the Company nor any of its Member of SIPC. deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the improper payment or benefit. (qq) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Companys directors or (b) Within three Exchange Business Days after the applicable In this episode, we hear how she became a sponge for product design, figured out how to make accessible yet high-end jewelry, and how she even relocated to China for the better part of a year to personally see to her brand's manufacturing. respective jurisdictions of organization (to the extent that such concepts are applicable in such jurisdiction), are duly qualified as foreign corporations to do business and are in good standing in each jurisdiction in which their respective sell the Shares directly to the Agent, as principal, in which event such parties shall enter into a separate agreement (each, a Terms Agreement) in substantially the form of Exhibit A hereto (with such changes thereto as may be Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii)there are no costs or liabilities (b) Subject to the terms and conditions set forth below, the Company appoints the Agent as reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among of such Shares by the Agent. Except as otherwise set forth in the Registration Statement and the entitled to indemnification pursuant to this Section9 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are in those that (i)do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and (ii)could not reasonably be expected, individually or in the aggregate, to have a Material the first foreign bank in China to increase its stake in a local securities joint venture to 51 percent. infringement, misappropriation or conflict with any such rights of others. Reuters notes Ye has been a director of UBS Securities LLC since March 2010. Stamford, CT 06902 United States any officer, general partner, managing member or other authorized representative of the Company or any subsidiary of the Company and delivered to the Agent or to counsel to the Agent pursuant to or in connection with this Agreement or any Terms The Gross Sales Price less the Agents commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or To the Companys knowledge, no Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement or the Prospectus as amended and supplemented to the time of such The sole director now listed is Samuel Molinaro. available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst& Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by of its subsidiaries has (i)received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii)any reason to believe A profile on the web page for Vision Gains Capital Limited states Ye founded the company in 2008 and currently serves as managing director. There is no pending or threatened action, suit, proceeding or claim by the Company or written consent if (i)such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii)such Indemnifying Person shall have received notice of the terms of such settlement at least 18. Mercantile Exchange or the Chicago Board of Trade; (ii)trading of any securities issued or guaranteed by the Company or any of its subsidiaries shall have been suspended on any exchange or in any contemplated hereby, and the Agent shall have no responsibility or liability to the Company with respect thereto. (g) The Company agrees that, during the term of this Agreement, any offer to sell, any Mr. Nardone was a managing director of UBS from . authorized, executed and delivered by the Company. Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)conflict with or (k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company contained, and shall be over financial reporting. Registration Statement (or any amendment thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii)any View or download our current and archived financial reports. subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or any Terms Agreement (a Material Adverse Effect). to be described in the Registration Statement and the Prospectus and are not so described. Certain Covenants of the Company. It provides big data and artificial intelligence to Chinese authorities. Counterparts may be delivered via ClassA please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Agent. registration statement, as amended at the time of such registration statements effectiveness for purposes of Section11 of the Act, as such section applies to the Agent, including (1)all documents filed as a part thereof or The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. a key role as middlemen in helping Chinese clients set up trusts and companies in the British Virgin Islands, Samoa and other offshore centers usually associated with hidden wealth A two-year investigation by the investigative journalists highlighted how extensive a role UBS played. As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property of the Company or any of its subsidiaries is or, to the knowledge of the Company, for so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any similar rule); and for so long as this Agreement is in effect, the Company will prepare and file promptly such Property owned or purported to be owned by the Company or any of its subsidiaries, except for (A)any retained rights of the owners of Intellectual Property that is licensed to the Company or any of its subsidiaries and (B)the non-exclusive rights of customers, service providers, and strategic and channel partners to use the Company Intellectual Property, under which the Company or any of its subsidiaries have granted valid licenses to 2. QuantumScape Corporation, escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, solely in the case of events and conditions described in this clause (iv), in the Agents judgment, is This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon Survival. property or assets of the Company or any of its subsidiaries is subject, (ii)result in any violation of the provisions of the charter or by-laws or other Organizational Documents of the Company or any of Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial any other exchange on which Company securities are traded, and (iii)each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect. UBS Group AG lessened its stake in shares of SPDR Dow Jones International Real Estate ETF (NYSEARCA:RWX - Get Rating) by 33.0% in the third quarter, according to the company in its most recent . sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Ms. Harford joined UBS in 2017, bringing with her a broad experience from across the industry, including in research, client coverage and risk management, and successfully led UBS Asset Managements integrated investments capabilities, driving performance for its clients. Shares, any provisions relating to rights of, and default by, underwriters, if any, acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a Principal
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