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 (tt) All of the Shares that have been or may be sold under this Agreement and any Terms Agreement have been approved for listing, subject only References Such payment and delivery shall be made at or about 10:00 a.m. (New York City time) on the second Exchange Business Day (or such other day The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among 3) Dominion Voting Systems Inc. was founded in Canada in 2003 and incorporated in the United States on July 7, 2009. Let us know!. Indemnified Person unless. Prospectus Supplement or the Prospectus and any similar references shall, unless stated otherwise, include any information incorporated or deemed to be incorporated by reference therein. material compliance with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or expected or, to the knowledge of the Company, threatened between the Company or any He has been a journalist for more than 40 years, nearly 30 of them in newspapers. (b) Submission to Jurisdiction. The Company represents and but modified to relate to the Registration Statement or the Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of (l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and 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. The Board of Directors of UBS Bank USA comprises the following members: Rosemary T. Berkery, Chairman, UBS Bank USA . Indemnified Person as a result of such losses, claims, damages or liabilities (i)in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Agent, on the other, from the offering of (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth No Indemnifying Person shall, without the written consent of the (k) The Shares to be issued and sold by the Company hereunder or under the Alternative a right of first refusal on behalf of the Company pursuant to the Companys repurchase, or (D)the issuance of shares of capital stock upon conversion of Company securities as described in the Registration Statement and the Prospectus) or (h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any 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 UBS Securities LLC UBS Securities LLC is a Delaware limited liability company. Any such termination shall be without liability of either party to the other party, except that (A)with respect to any pending sale, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full that such statements shall be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i)above unless either (A)the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. businesses; and (3)have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any 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 Group Chief Compliance and Governance Officer, UBS Group AG and UBS AG, Head Group Regulatory and Governance, UBS, Manager Group-wide too-big-to-fail program, UBS, Head Products and Services of Wealth Management & Swiss Bank, UBS, Nationality:American (US) and French |Year of birth:1974. discounts and commissions received by the Agent in connection therewith bear to the aggregate Gross Sales Price of such Shares. the case of such a determination by counsel to the Company, immediate notice shall be given, and confirmed in writing, to the Agent to cease the solicitation of offers to purchase the Shares in group managing director- chairman of the board : munfa, lauren k (crd#:4431011) chief compliance officer : nieto, callum (crd#:6765482) principal operations officer : sanborn, mark wilson (crd#:1805781) managing director : ubs americas holding llc : shareholder : van tassel, james c (crd#:2558212) managing director, us equities research Group General Counsel for UBS Group AG and UBS AG, Chief Legal Officer & External Affairs, Rio Tinto Group, Group Legal Head, M&A and Strategic Transactions, Novartis, Global General Counsel, Sandoz International GmbH, Novartis, Global Legal Head, Product Strategy & Commercialization, Novartis, Global Legal Head, TechOps, Primary Care and Established Medicines, Novartis, Head of Legal & Compliance, Region Asia-Pacific, Middle East, and African Countries, Region Group Emerging Markets, Novartis, Group Chief Compliance and Governance Officer. 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 Central risk and control for North America Operations in Exchange Traded Derivatives. the Company shall calculate the average daily trading volume (as defined under ADTV by Rule 100 of Regulation M under the Exchange Act) of the ClassA Common Stock based on market data provided by Bloomberg L.P. or such other 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 a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement datedFebruary 28, 2023 (the Distribution Agreement) between the Company 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 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 (d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in and prior to the delivery to the Company of the latest Transaction Acceptance. Survival. She has been pivotal in driving business alignment, and digital and cultural transformation, while also facilitating business growth as President UBS EMEA. 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 event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other solicitation of an offer to buy, or any sales of Shares pursuant to any At the Market Offering (as defined herein and within the meaning of Rule 415(a)(4) under the 1933 Act) shall only be effected by or through the Agent or an Alternative Agent. 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 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, Except as otherwise set forth in the Registration Statement and the Prospectus, there has been no material loss or unauthorized access, use, disclosure, modification or breach of security of confidential, sensitive, personal, or regulated customer, conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and An unconfirmed December 5, 2020 report by NTB News said Ye was among 12 board members who resigned recently. that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Companys Internet website. 2.1.3. the Registration Statement and the Prospectus, (i)trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago 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 board of directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof. Brice was a national desk editor and reporter at The Atlanta Journal-Constitution for nearly 20 years. transmission, storage, disclosure and/or disposal of the confidential, sensitive, personal, or regulated data of their respective customers, employees and other third parties (the Privacy and Data Security Requirements) and Agent and its counsel. UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC. Before joining UBS, he used his expertise and skills as Chief Risk & Financial Officer at FMS Wertmanagement. set forth in full herein. (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. (o) The execution, delivery and performance by the Company of this Agreement and any Terms Additionally, the Agent is not advising the Company or any other person as to any legal, tax, quarterly basis for this Agreement and any Alternative Agreement; provided that, except as otherwise agreed with the Company, the Agent shall be responsible for any transfer taxes on resale of Shares by it, any costs and expenses associated with the the Agent in writing. If the Agent, acting as principal, wishes to accept such proposed terms (which it may The Company and each of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Companys board of directors or, if permitted by applicable law. registration statement relating to the Shares, in a form satisfactory to the Agent, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. anti-corruption law; or (iv)made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement Markus Ronner has been Group Chief Compliance and Governance Officer since 2018. 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 Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. (each, an Offering Date); the maximum number of Shares to be sold by the Agent (the Specified Number of Shares) on, or statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Members of the Board: We concentrate on developing long-term relationships through a commitment to quality client service. (d) If the indemnification provided for in Sections9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in The company issued a statement November 26, 2020 denying the allegation here. (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, the Shares pursuant to this Agreement and any Terms Agreements or (ii)if the allocation provided by clause (i)is not permitted by applicable. funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of any Intellectual Property that is owned or purported to be owned by the Company Agent reasonably objects unless the Companys legal counsel has advised the Company that use or filing of such document is required by law. Agent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement or the Prospectus as (b) Within three Exchange Business Days after the applicable It provides big data and artificial intelligence to Chinese authorities. To the best of the Companys knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and the Company or its subsidiaries; (vi)neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the One of them, Ye Xiang, also served on board of the other subsidiary, UBS Securities Co. Ltd (based in Beijing). (f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in accordance with managements general or specific authorizations; (ii)transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)access to 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. 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 Mr. Martire became a director of NCR on May 31, 2018. Majestys Treasury (HMT) or other relevant sanctions authority (collectively, Sanctions), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or letters of counsel and comfort letters and other documents provided for under Sections 6(b) through (d), inclusive. 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 (e) The such purpose or pursuant to Section8A of the Act shall be pending before or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have She has been involved in landmark financial institution assignments around the globe and has achieved superior results for clients over nearly 20 years. 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 therein or necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (PCAOB) and as required by the Act. 1) UBS is a Swiss investment bank and financial services company with around $1 trillion in assets that says it provides services in more than 50 countries. payment in connection with the offering and sale of the Shares. U.S. amendments or supplements to the Prospectus to each exchange or market on which sales were effected as may be required by the rules or regulations of such exchange or market. Each Transaction Proposal shall specify: the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others (g) The Company shall disclose, in its quarterly reports on Form 10-Q and From his former roles at Standard Chartered Bank, Mr. Dargan brings proven experience in technology strategy and operations. material pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the Company A profile on the web page for Vision Gains Capital Limited states Ye founded the company in 2008 and currently serves as managing director. Find out how top athletes and entertainers are planning for life after the spotlight, How Black investors can advance their financial goals and communities. He became sole President in April 2021. 333-266419) (the registration statement) for the registration of the Shares 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. 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 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. November25, 2020, the Company, its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture have not received, and prior to November25, 2020, QuantumScape Corporation (for the avoidance of Company pursuant to this Agreement other than (A)in transactions that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act and meet the definition of an at the market offering under Rule 415(a)(4) under York. Corporation, counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form and substance satisfactory to the Agent; a comfort letter from Ernst& Young LLP, addressed to the Agent and dated the date of this NTB News said: According to Chinese company profiling website Qixin, after the 2020 election, the Beijing UBS's went through a major leadership turnover on November the 30th. fees and expenses of such counsel related to such proceeding, as incurred. We want to create superior value for our clients, shareholders and employees. 333-266419) and any post-effective amendments thereto have become effective under the Act; no stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements. Learn more about the Board Directors and the Committees they provide leadership for. Spotted something?

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