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 As used herein, Time of Sale means (i)with respect to each offering of Shares pursuant to this Agreement, the time of the Agents initial entry into contracts with investors President Investment Bank, UBS Group AG and UBS AG, Global Head of Equity Trading, AllianceBernstein, Co-Head of Global Equities, Deutsche Bank, Head of North American Equities, Deutsche Bank, Head of North American Trading, Morgan Stanley, President Personal & Corporate Banking and President UBS Switzerland, Nationality:Swiss and German |Year of birth:1965. 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. New York, New York 10019 . Stamford, CT 06902 United States case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, trading in the ClassA Common Stock on the Exchange shall not have registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and applications board of directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof. Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its Agent reasonably objects unless the Companys legal counsel has advised the Company that use or filing of such document is required by law. number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an Agency Transaction). In 2018, UBS increased its ownership of the China subsidiary to 51% by buying out two of its Chinese partners. Headings. . ownership or lease of property or the conduct of their respective businesses requires such qualification (to the extent that such concepts are applicable in such jurisdiction), and have all power and authority necessary to own or hold their 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 (ll) No subsidiary of the Company is Each Transaction Proposal shall specify: the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold material respects and is prepared in accordance with the Commissions rules and guidelines applicable thereto. CFO, Consumer & Community Banking and Diversity & Inclusion, incl. 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 . Act or the Exchange Act, as applicable, and present fairly in all material respects the consolidated (if applicable) financial position of such entity or business, as the case may be, and its subsidiaries (if any) as of the dates indicated and the target of Sanctions, including, without limitation, thenon-governmentcontrolled areas of theZaporizhzhiaandKhersonRegions of Ukraine, the Amount of Shares has been sold in accordance with the terms of this Agreement, the Alternative Agreements, any Terms Agreements and any Alternative Terms Agreements and (C)the third anniversary of the date of this Agreement, in each (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, to the Prospectus or any amended Prospectus has been filed with the Commission; (ii)of the issuance by the Commission of any stop order or any order preventing or suspending the use of any prospectus relating to the Shares or the initiation or From his former roles at Standard Chartered Bank, Mr. Dargan brings proven experience in technology strategy and operations. Barbara Levi has been Group General Counsel since November 2021. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to (d) The financial statements of the Company and its consolidated subsidiaries and the related notes thereto As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and 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. (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 Statement will not constitute a Bring-Down Delivery Date. paid and nonassessable and will conform to the description thereof in the Registration Statement and the Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or similar rights except such as have been 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. Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). regulations of the Commission thereunder (collectively, the Investment Company Act) or an entity controlled by an investment company within the meaning of the Investment Company Act. reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement 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 The sole director now listed is Samuel Molinaro. respect to such transaction. 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 Edmund Koh has been President UBS Asia Pacific since 2019. shall have been approved for listing on the Exchange, subject only to notice of issuance. Some board members serve the company in New York and Beijing at the same time. 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. 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 He also played a leading role in driving sustainability efforts in the financial industry, and firmly continues to do so. of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. 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 (c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees upon and in conformity with information concerning the Agent and furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement or the Prospectus (it being understood that such information consists solely of the in Rule 405 under the Act. In New York, three out of four UBS board members are Chinese. parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties. on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) Exchange means the New York Stock Exchange. The Board of Directors of UBS Bank USA comprises the following members: Rosemary T. Berkery, Chairman, UBS Bank USA . 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 the Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not Exhibit 99.10 . the Agents capacity as agent, and, in either case, the Company will, subject to Section4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Act, the Exchange Terms Agreement, as the case may be, in all material respects. (o) The execution, delivery and performance by the Company of this Agreement and any Terms Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall have received the documents described in the preceding sentence. Subject to the terms and Agreement, the terms of such Terms Agreement shall control. subsidiary, for directors qualifying shares, with respect to any equity interests of the Joint Venture owned by Volkswagen Group of America, Inc. and except as otherwise described in the Registration Statement and the Prospectus), owned For purposes of this Agreement, except where otherwise expressly provided, the term affiliate If the foregoing correctly sets forth the understanding between the Company and the Agent, He has been a journalist for more than 40 years, nearly 30 of them in newspapers. terminate the offering of the Shares pursuant to Agency Transactions for any reason; provided, however, that such suspension or termination shall not affect or impair the parties respective obligations with respect to the Shares statement relating to the Shares, in a form satisfactory to the Agent. (i)the Company and each of its subsidiaries (other than the Joint Venture), and, to the Companys knowledge, the Joint Venture, have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to So BillLawrenceOnline reports: Staple Street Capital III, L.P. sold $400 million in securities to UBS Securities Co., Ltd. Member of SIPC. Inc., and UBS Securities, LLC that: I have reviewed the data included as Exhibits A through [D] hereto, which was included in the (g) The Company agrees that, during the term of this Agreement, any offer to sell, any The Company and its subsidiaries have carried out evaluations of the recognized statistical rating organization, as such term is defined by the Commission for purposes of Section3(a)(62) of the Exchange Act and (B)no such organization shall have publicly announced that it has under surveillance or Transaction Acceptance or Terms Agreement, as the case may be). In 2013, he moved to Credit Suisse, holding senior leadership positions asCFOPrivate Banking & Wealth Management and laterCEOInternational Wealth Management. contracts or other documents that are required under the Act or the Exchange Act to be filed as exhibits to the Registration Statement or any document incorporated by reference therein or described in the Registration Statement or the Prospectus or Survival. Staple Street Capital III, L.P. sold $400 million in securities to UBS Securities Co., Ltd. as reveled 12:15 today, Dec. 1, by attorney Lin Wood in a cryptic tweet to a link to the sale's SEC Form D. Users on social media only saw this title, description and thumbnail: In order to better understand the issue, it is necessary to first look at the parties involved: 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. improper payment or benefit. pursuant to the Agreements on or prior to the date hereof; 3. 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 Advisory services, research, and access to global capital markets for corporate and institutional clients. of its clients, as well as other information that will allow the Agent to properly identify its clients. 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 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 He has been with UBS for 40 years and held various positions across the firm, including manager of the Group-wide too-big-to-fail program, COO Wealth Management & Swiss Bank, Head Products and Services of Wealth Management & Swiss Bank, COO Asset Management, and Head Group Internal Audit. Companys knowledge, the Joint Venture, have (i)operated and currently operate their respective businesses in a manner compliant in all material respects with all applicable foreign, federal, state and local laws and regulations, all of (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and the The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied No reason was cited for the purported mass resignation. He obtained a doctoral degree in economics in 1995 from the Financial Research Institute of the People's Bank of China. 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, Governing Law. such customers service providers, and partners, in the ordinary course, consistent with past practice. The Companys Registration Statement (File No. applicable anti-money laundering laws, including the U.S. criminal anti-money laundering statutes at 18 U.S.C. 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. Registration Statement, the Prospectus, the Companys Form 10-K for the fiscal year ended December31, [Insert year covered by most recent Form 10-K] (bb) (i) Except as Waivers. Jason Barron Co-Head Global Markets . that is considered furnished under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. Agent, as sales agent, shall not be obligated to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell, any Shares at a price lower than the minimum price, or in a number or with an aggregate gross 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 Any such separate firm for the UBS Securities LLC provides client focused advisory, capital markets and financing solutions and providing access to primary and secondary Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance (b) The Agent shall have received a letter or letters, which shall include legal opinions Shares pursuant to this Agreement (whether in an Agency Transaction or a Principal Transaction) and, by notice to the Agent given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Shares, and the furnished by the Agent consists of the information described as such in subsection (b)below. 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 Agent may reasonably request regarding the Company or its subsidiaries, in each case as soon as such reports, communications, documents or information becomes available or promptly upon the request of the Agent, as applicable; provided, however, In 2014, UBS increased its ownership from 20% to 24.9% by buying out International Finance Corp.'s shares. (ss) Nothing has come to the attention of the Company that has caused the Company to believe that the Although UBS did not publicly name its Group Managing Directors, UBS employees could determine through the firm's intranet which . other action necessary or appropriate to permit the issuance and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. 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. 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 The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions to the Agent a copy of each such amendment or supplement within a reasonable period of time before filing with the Commission or using any such amendment or supplement and the Company will not use or file any such proposed amendment or supplement to Lead Stories debunked that and other false election claims at length here. 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 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. 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. You can find more information under the Privacy Statement. 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 The subsidiaries are identified by their individual names. sale of the Shares, and during such same period to advise the Agent, promptly after the Company receives notice thereof, (i)of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement 401(g)(2) under the Act has been received by the Company; and all requests for additional information on the part of the Commission have been complied with; and. (o) The Company will use commercially reasonable efforts to cause the Shares to be listed on the Exchange. The Company has paid the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act. Transaction Acceptance to the Company; and (ii)the Registration Statement or the Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the In the event that more than one Transaction Acceptance with respect to any subsidiaries (other than the Joint Venture), and, to the Companys knowledge, the Joint Ventures, information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases The company issued a statement November 26, 2020 denying the allegation here. Certain Covenants of the Company. 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 (ee) (g) (i) QSV Operations LLC, the Companys joint venture with Volkswagen Group of You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. Before joining UBS, he served as CEO and Chairman of the Executive Board of ING Group. pursuant to Rule 424(b) under the Act on or before the second business day after the date of its first use in connection with a public offering. fees and expenses of such counsel related to such proceeding, as incurred. C.F.R. force and effect notwithstanding such termination; and (B)the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section4(l)), 9, 13, 14 and 16 of this Agreement delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. (f) The remedies provided for in this (iii)in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii)and (iii) above, for any such default or violation Ralph Hamers has been Group CEO of UBS Group AG and President of the Executive Board of UBS AG since November 2020. In accordance with the requirements of the USA Patriot Act (Title III of Pub. 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. (i) With respect to the stock options (the Stock Options) granted pursuant to the stock-based compensation plans of the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. 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. 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. 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 (s) (i)The Company and its subsidiaries do not own any real property. Although it's not clear they are the same person, someone named Luo Qiang is listed on a June 23, 2005 SEC document as having been appointed to the board of directors of the China Media Group Corp. (b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the (l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and The Company further agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company pursuant to this Agreement or the Alternative Agreements shall only be effected by or through only one of the Agents on any Counterparts may be delivered via Wilson Sonsini Goodrich& Rosati, P.C., attention: Michael Danaher (MDanaher@wsgr.com). The Company will take all Sarah Youngwoodbecame Group CFO in May 2022. 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 Let us know!. In compliance with the June 24, 2020 guidance of the SEC's 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 . He also worked for China's central bank. 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. On or prior to the delivery of a prospectus that is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, Christian Bluhm has been Group Chief Risk Officer since 2016. If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf He is a financial sector veteran, with more than 30 years in senior roles in financial services, including as Head Wealth Management Asia Pacific, Country Head Singapore and Head Wealth Management South East Asia and Asia Pacific Hub for UBS. 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. (6) such other documents as the Agent shall reasonably request. Company have been advised of: (i)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. documents incorporated or deemed to be incorporated by reference therein as may be required by the Act or the Exchange Act from time to time, and except for such filings as the Exchange may require from time to time. (gg) Except as would not reasonably be expected to have a Material Adverse Effect, the Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries most recently completed fiscal year; or (y)a over-the counter market, (iii)a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities, (iv)there shall have occurred any outbreak or subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries fees and other expenses incurred in connection with any suit, action or proceeding. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a 1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its 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 below.