Kathleen B. Lynch Board Member at UBS Americas Holdings LLC; Board Member at Eastman Kodak, Advisory Council Krach Institute for Tech Diplomacy at Purdue University, Advisory Board Member at TiFiPay (q) If immediately prior to the third anniversary (the Renewal Deadline) principles (GAAP) applied on a consistent basis throughout the periods covered thereby except as may be expressly stated in the related notes thereto, and all supporting schedules to such financial statements included or incorporated by and validly authorized). will not distribute any offering material in connection with the offer and sale of the Shares, other than the Registration Statement or the Prospectus and any amendments or supplements thereto. Shares offered and sold does not exceed, and the price at which any Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum price authorized from time to time by the Companys (g) The Company shall disclose, in its quarterly reports on Form 10-Q and Common Stock by any of its officers or directors, (ii)during any period in which the Company is, or could be deemed to be, in possession of material non-public information or (iii)at any time from (cc) (i) Each employee benefit plan, within the meaning of Section3(3) of the Employee The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, a material fact or omitted 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 were made, not misleading; and any further documents so filed during the in its annual report on Form 10-K and, if requested by the Agent, in supplements to the Prospectus to be filed by the Company with the Commission from time to time, the number of the Shares sold through the Mr. Nardone was a managing director of UBS from . taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to be expected to result in a material liability to the Company or its subsidiaries; (iii)for each Plan that is subject to the funding rules of Section412 of the Code or Section302 of ERISA, the minimum funding standard of A qualified attorney-at-law, she has been admitted to the Supreme Court of the United States, the New York State bar and the bar of Milan, Italy, and has worked in several law firms in New York and Milan. hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section15 of the Act or Section20 of the Exchange Act to the same extent The Board of Directors has set forth policies and procedures as well as a framework for establishing the highest level of business integrity and accountability. this Agreement, any Alternative Agreement, any Terms Agreement or Any Alternative Terms Agreement or (B)securities issued pursuant to any of the Companys equity incentive plans described in the Registration Statement and the Prospectus President UBS Asia Pacific at UBS Group AG and UBS AG, Head Wealth Management South East Asia and Asia Pacific Hub, UBS, President and Director, Ta Chong Bank, Taiwan, Managing Director and Regional Head, Consumer Banking Group, DBS Bank, Singapore, Nationality:Italian |Year of birth:1971. 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 Since fees and other expenses incurred in connection with any suit, action or proceeding. to this Agreement, the Alternative Agreements, any Terms Agreements and any Terms Agreement, as defined under and entered into pursuant to any Alternative Agreement (an Alternative Terms Agreement), is equal to the shall have been approved for listing on the Exchange, subject only to notice of issuance. Resolution Regime if this Agreement or any Terms Agreement were governed by the laws of the United States or a state of the United States. 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. If the foregoing is in accordance with your understanding, please sign and return to us a Common Stock, par value $0.0001 per share. Company have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent that such concepts are applicable in such jurisdiction) and are (except, in the case of any foreign suit, proceeding or claim to which the Company or any of its subsidiaries is or would be a party, by others challenging the Companys rights or any of its subsidiaries rights in or to any of the Company Intellectual Property. . (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth the meaning of Section414 of the Code) would have any liability (each, a Plan) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but The Registration Statement or has the meaning set forth in Rule 405 under Act; the term business day means any day other than a day on which banks are permitted or required to be closed in New York City; and the term subsidiary has the meaning set forth Agent reasonably objects unless the Companys legal counsel has advised the Company that use or filing of such document is required by law. $400,000,000 (the Maximum Amount). certificate of an officer or officers, general partner, managing member or other authorized representative of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof shall be true and correct in all respects. Such shares are hereinafter collectively referred to as the Shares and 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. Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any amendments or supplements to the Registration Statement, the Prospectus and any documents incorporated by reference therein): (1) the officers certificate referred to in Section5(a)(i); (2) the opinions and negative assurance letters of the Companys outside counsel referred to in Section5(a)(ii); (3) the comfort letter referred to in Section5(a)(iii); (4) [the Chief Financial Officers certificate referred to in Section5(a)(iv)]; (5) the opinion and negative assurance letter referred to in Section5(b); and. The Company and each of its subsidiaries have taken reasonable steps necessary to secure interests in the The foregoing sentence shall not apply to (A)Shares offered and sold under to the use of the Registration Statement or any post-effective amendment thereto. Term and incorporated by reference in the Registration Statement or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or Group Chief Risk Officer of UBS Group AG and Chief Risk Officer of UBS AG, Spokesman of the Executive Board, FMS Wertmanagement, Chief Risk & Financial Officer, FMS Wertmanagement, Managing Director, Credit Risk Management (Switzerland and Private Banking worldwide), Credit Suisse, Head Credit Risk Management Analytics & Instruments, Credit Suisse, Head of Credit Portfolio Management, Credit Suisse, Head Structured Finance Analytics, Group Credit Portfolio Management, Hypovereinsbank, Group Chief Digital and Information Officer, Nationality:British |Year of birth:1977. as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have Persons Entitled to Benefit of Agreement. as of this date; 2. control persons, if any, shall be designated in writing by the Company. 382.2(b). Agent. (d) The financial statements of the Company and its consolidated subsidiaries and the related notes thereto It is called UBS Securities LLC. delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. Its chairman is a Chinese Communist Party (CCP) member. letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, including the documents incorporated by reference therein as of the date of such prospectus; Prospectus Supplement means the most recent prospectus supplement relating to the Shares, to be filed by the Company with the Commission UBS Securities LLC . The Company will take all or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets. in Section2(a) of this Agreement to the Agent in a Principal Transaction, it will notify the Agent of the proposed terms of the Principal Transaction. 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 Iqbal Khan has been President Global Wealth Management since October 2022 and President UBS EMEA since February 2021. any employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or respect to any differences and (v)interactive data in eXtensible Business Reporting Language (XBRL Data) included or incorporated by reference in the Registration Statement fairly presents the information called for in all Any such Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such 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 any document incorporated by reference therein that are not so filed as exhibits or so described as required. if other than 3.0% of the Gross Sales Price, the Agents discount or commission. Agreement, any Terms Agreement or any Alternative Terms Agreement have been duly authorized by the Company and, when issued and delivered and paid for as provided herein or therein, as the case may be, will be duly and validly issued, will be fully (b) Submission to Jurisdiction. Except where the context otherwise requires, Registration Statement, as used herein, means the 5. Number of Shares of Purchased Securities: Method of and The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal (c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees According to U.S. Securities and Exchange Commission (SEC) documents, which can be found here, here, here and here, the U.S.-based UBS Securities LLC bought from Staple Street Capital $200 million of shares in December 2014 and $400 million on October 8, 2020, less than a month before the U.S. presidential election. for past, present and future infringement, misappropriation or dilution of any of the same (collectively, Intellectual Property), owned or used by the Company or, To the best of the Companys knowledge, the conduct of the Companys and each of its 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 As used herein, (i)the Term shall be the period commencing on the date hereof and ending on the earlier of (x)the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. The Company has filed with the U.S. Securities and Exchange Commission (the associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (1)and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a 17. Please consult the sales restrictions relating to the products or services in question for further information. Mr. Khan joined Ernst & Young (EY) in 2001, holding many leadership positions and becoming the youngest ever partner of the firms Swiss arm; when leavingEY, he was lead auditor of UBS. Short URL: Reuters notes Ye has been a director of UBS Securities LLC since March 2010. execution of the applicable Terms Agreement, (A)no downgrading shall have occurred in the rating accorded any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries by any nationally otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. If the Agent, acting as principal, wishes to accept such proposed terms (which it may repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiarys properties or assets to the Company or any other subsidiary of the Company. Linda B. Bammann Stephen B. Burke Todd A. Combs James S. Crown James Dimon Timothy P. Flynn Alex Gorsky Mellody Hobson Michael A. Neal Phebe N. Novakovic Governing Law. The Guardian reported that a UBS spokesperson said: "We operate to the highest standards in our business operations to meet all our legal and regulatory requirements.". connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for ClassA Common Stock or other equity securities of the Company, or submit to, or file with, the Commission any registration statement America, Inc. (the Joint Venture) has not commenced operations, does not have any employees and has not entered into any agreements, other than that certain Amended and Restated Joint Venture Agreement, dated May14, 2020, Retirement Income Security Act of 1974, as amended (ERISA), for which the Company or any member of its Controlled Group (defined as any organization which is a member of a controlled group of corporations within deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. Agent, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total 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. UBS Europe SE Board of Directors Board Committees Group Executive Board Organization and Structure Regulations Shareholder information Group Executive Board UBS Group AG operates under a strict dual board structure, as mandated by Swiss banking law, and therefore the BoD delegates the management of the business to the GEB. President Personal & Corporate Banking and President UBS Switzerland, UBS Group AG, President of the Executive Board, UBS Switzerland AG, Group COO of UBS and President of the Executive Board, UBS Business Solutions AG, Head Private Clients Region Zurich, Credit Suisse, President Global Wealth Management and President UBS Europe, Middle East and Africa. There are also strong connections between the U.S. and China subsidiaries. Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section5(a)(ii) or UBS has not made any official announcement about changes in any of its boards of directors and its website offers no information about board changes. Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Company and at the relevant Time of Sale and Principal Settlement Date: The representations, warranties and agreements on the part of the Company herein contained or contained in any 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. the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section9 hereof. (b) The Agent agrees to indemnify and the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course of business. aggregate, is less than the Maximum Amount and this Agreement has not expired or been terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, an automatic shelf registration disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, including controls and procedures Christian Bluhm has been Group Chief Risk Officer since 2016. inappropriate due to actual or potential differing interests between them. or authorization will not be renewed in the ordinary course. The Company provides services such as equities sales and trading, fixed income products, and treasury products. flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority. 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. of such default by the Company and (ii)notwithstanding any such default, pay to the Agent the commission to which it would otherwise be entitled in connection with such sale in accordance with Section2(b) below. Ms. Keller-Busse also brings in-depth experience regarding financial market infrastructure, having served on the Board ofSIXGroup for nine years. Regime if this Agreement or any Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. None of this is to say, though, that there are no strong connections between UBS and China. any Terms Agreement, the issuance and sale of the Shares, compliance by the Company with the terms of this Agreement or of any Terms Agreement and the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except as agrees that it has not made and will not make any offer relating to the Shares that would constitute an issuer free writing prospectus (as defined in Rule 433 under the Act) or that would otherwise constitute a free writing Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not (rr) No forward-looking statement (within the UBS Group AG lifted its holdings in shares of Clearfield, Inc. (NASDAQ:CLFD - Get Rating) by 68.1% during the third quarter, according to its most recent 13F filing with the Securities and . Relationship Summary for individual clients of UBS Asset Management (Americas) Inc. Online Services (US Client Account Access), Corporate & Institutional Clients Americas, Corporate & Institutional Clients (International). or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate and to use its reasonable best efforts to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the In giving the upgrading) in each case that has not been described in any supplement to the Prospectus issued or document incorporated by reference filed prior to any related Time of Sale. Agent or any Alternative Agent sells any Shares, the Company shall provide the Agent or Alternative Agent, as applicable, with such certificate, opinions and letters of counsel and accountants letter specified in Section6(b) through Member of the UBS Group Executive Board. votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and Jason Barron Co-Head Global Markets . Maximum Amount and (y)any termination of this Agreement pursuant to Section8, (ii) an Exchange Business Day means any day during the Term that is a trading day for the Exchange other than a day on which trading pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. taken as a whole; and (iii)neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, The UBS non-wholly-owned subsidiary in China is called UBS Securities Co Ltd. Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this Section9(c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its The Agents obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Agent: an officers certificate signed by two officers of the Company (one of whom shall be the Chief Financial Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable target of Sanctions, including, without limitation, thenon-governmentcontrolled areas of theZaporizhzhiaandKhersonRegions of Ukraine, the Mr. Bluhm is responsible for the development of the Groups risk management and control framework for various risk categories and implementation of its independent control frameworks. Sabine Keller-Busse was appointed President Personal & Corporate Banking and President UBS Switzerland in 2021, heading the leading Universal Bank in Switzerland. (6) such other documents as the Agent shall reasonably request. Spotted something? whom such indemnification may be sought (the Indemnifying Person) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section9 Sep 2016 - Feb 20236 years 6 months. (a) The Company may, from time to time during the Term, propose to the Agent that they enter into an Agency Transaction to be executed on a (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any Members of the Board: necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi)of the receipt by the Company of any notice of objection of the Commission (s) (i)The Company and its subsidiaries do not own any real property. under the Act with respect to any of the foregoing (other than a registration statement on Form S-8 or post-effective amendment to the Registration Statement), or publicly announce the intention to undertake hereto, certifying as to certain financial, numerical and statistical data not covered by the comfort letter referred to in Section5(a)(iii) hereof; evidence reasonably satisfactory to the Agent and its counsel that the Shares have been approved for listing on (j) To apply the net proceeds from the sale of the Shares in the manner described in the Prospectus Supplement under the caption Use of Before joining UBS, she served as Chief Legal Officer & External Affairs at Rio Tinto Group and, before that, as General Counsel. pursuant to a Transaction Acceptance shall be made to the Company by wire transfer of immediately available funds to the account of the Company (which the Company shall provide to the Agent at least one Exchange Business Day prior to the applicable prohibited transaction, within the meaning of Section406 of ERISA or Section4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to accordance with customary industry practice for companies of comparable size, market capitalization and stage of business to protect the Company and its subsidiaries and their respective businesses, taken as a whole; and neither the Company nor any (New York City time) on [], [], The number of shares of Purchased Securities set forth above, The initial price to public set forth above. The parent company, UBS, does substantial business in China and is partial owner of a China-based firm, UBS Securities Co. Ltd., which did not buy the Staple Street shares. sale and (B)the Agent suspending activity under this program for such period of time as requested by the Company or deemed appropriate by the Agent in light of the proposed sale, (i)offer, pledge, sell, contract to sell, sell any