results of its or their, as the case may be, operations and the changes in its or their, as the case may be, cash flows for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting San Jose, California 95134 . 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 now or hereafter have to the laying of venue of any such suit or proceeding in such courts. expected to result in material liability to the Company or its subsidiaries. letters of counsel and comfort letters and other documents provided for under Sections 6(b) through (d), inclusive. Agreement shall have the same meanings when used herein. in this Agreement to financial statements or other information that is contained, included, described, set forth or provided in the Registration Statement, the Base Prospectus, the 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. the solicitation by the Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interests of the Company or any of its subsidiaries, nor any contracts, commitments, agreements, understandings 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 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. 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. No amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. 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. (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 other than in good faith. Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or Spotted something? Proceeds.. 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. Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). Registration Statement, the Prospectus, the Companys Form 10-K for the fiscal year ended December31, [Insert year covered by most recent Form 10-K] It appears that, instead, UBS Securities LLC was buying a partnership interest in Staple Street Capital. and its subsidiaries most recently completed fiscal year. inaccurate stories, videos or images going viral on the internet. not later than the first day of the Companys fiscal quarter next following each effective date (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. And Dominion President and CEO John Poulos wrote a column published November 30, 2020, in The Wall Street Journal, which can be found here. opinion of counsel for the Agent or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated termination; provided that, notwithstanding the foregoing, such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be, or such later date as may be 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, (e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are 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 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 The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to Ms. Levi began her corporate career with Novartis Group in 2004 and worked there for 16 years, holding a number of senior legal roles across Europe. (pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the 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 Upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein and provided the Company provides the Agent with any due diligence materials and information reasonably requested by the Agent (DWAC) or by such other means of delivery as may be agreed to by the Company and the Agent. any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the offering, issuance or sale of the Shares except such as have been waived. (h) Notwithstanding the foregoing, the requirements to provide the officers 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 252.81, 47.2 or 382.1, as applicable. (each, an Offering Date); the maximum number of Shares to be sold by the Agent (the Specified Number of Shares) on, or U.S. which the Agent reasonably objects, unless the Companys legal counsel has advised the Company that use or filing of such document is required by law; and the Company will not use or file any such proposed, amendment or supplement to which the 1841(k). No Fiduciary Relationship. Said the journalists: In total, UBS helped incorporate more than 1,000 offshore institutions for clients from China, Hong Kong or Taiwan, In response to ICIJ's questions, UBS issued a statement saying its "know-your-client" policies as well as procedures to deal with politically-sensitive clients are among "the strictest in the industry.". (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth Access podcasts delivering insights on critical market developments. 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 each such counsel shall furnish the Agent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section5(a)(ii) or Section5(b), as applicable, furnished to the Investment capabilities across traditional and alternative asset classes for private clients, intermediaries and institutional investors. except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii)above, a Bring-Down Delivery Date), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent Robert Karofsky was appointed Co-President of the Investment Bank in 2018. or authorization will not be renewed in the ordinary course. 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 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 4. certify, pursuant to those certain Distribution Agreements dated February28, 2023 (the Distribution Agreements) between the Company and each of J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities 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 18. CONSENT OF UBS SECURITIES LLC . statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special During his time as CEO of ING, he steered the bank to profitability after the financial crisis and supported the firms digital transformation. Base Prospectus means the prospectus dated August10, 2022 filed as part of the Registration Statement, In the event of a conflict between the terms of this Agreement and the terms of a Terms Pension Benefit Guaranty Corporation (PBGC), in the ordinary course and without default) in respect of a Plan (including a multiemployer plan, within the meaning of Section4001(a)(3) of ERISA); and whole (other than with respect to Intellectual Property (as defined below), title to which is addressed exclusively in subsection (t)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except Covered Entity means any of the following: (i) a covered entity as that term is defined in, and interpreted in accordance circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statement in or omission from the Registration Statement or the Prospectus made in reliance 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 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 property or assets of the Company or any of its subsidiaries is subject; or Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries 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 or net sales price in excess of the number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement and any Terms Agreement, in each case by the Companys board of (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the We use Mailchimp as our marketing platform. 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 Key People UBS Group AG Board of Directors Name/Title Current Board Membership expand All Executives Thomas Colm Kelleher Chairman Ralph A. J. G. Hamers Group Chief Executive Officer Sabine. Common Stock, par value $0.0001 per share. offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the made in accordance with the terms of this Agreement and a Terms Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, the Agent. Lead Stories also was unable to find any official information about the third possible Chinese national previously listed by Bloomberg as being on the board of UBS Securities LLC: Luo Qiang. then the Company and the Agent shall mutually agree to such additional terms and conditions as they deem reasonably necessary in respect of such multiple Offering Dates, and such additional terms and conditions shall be set forth in or confirmed by, UBS Securities is renowned for brokering deals between. 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 Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to 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 It is headquartered in Denver, CO., with an office in Toronto, Canada. (b) The Agent agrees to indemnify and (d) In the event of the issuance of any such stop order or of any such order preventing or Agent and its affiliates, directors and officers and its control persons, if any, shall be designated in writing by the Agent, and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and its the Registration Statement and the Prospectus, (B)the issuance of shares of capital stock upon the exercise of warrants to purchase shares of the Companys capital stock that are described in the Registration Statement and the Prospectus, 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 In both roles, she was a member of that companys executive committee. The Company provides services such as equities sales and trading, fixed income products, and treasury products. modified terms for such proposed Agency Transaction, then the Agent shall promptly deliver to the Company by email a notice (each, a Transaction Acceptance) confirming the terms of such proposed Agency Transaction as set forth in 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. Certain Covenants of the Company. decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Company and the Agent shall enter into a Terms Agreement setting forth the terms of such Principal Transaction. (c) The Agent, as agent in any Agency Transaction, hereby covenants and agrees not to make any sales of the Shares on behalf of the 21. Agent shall not be obligated to offer or sell any Shares, (i)during any period in which the Companys insider trading policy, as it may be amended from time to time, would prohibit the purchases or sales of the Companys ClassA (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand 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 Mr. Martire is a member of the Board of Directors of Cannae Holdings, Inc., where he serves as Lead Independent Director. ], [To the Agents account, or the account of the Agents designee, at The Depository Trust Company via DWAC in return for 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 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 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 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). 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. The Company does not own or control, directly or indirectly, any UBS Americas Inc.; UBS Securities LLC; UBS Financial Services Inc.; UBS Bank USA; UBS Business Solutions US LLC; UBS AG Stamford Branch; and UBS AG New York (787 7th Ave.) WMA Branch (the "New York 787 Branch"). 1996 Salomon Brothers Inc 1987 - 1989 Skills Hedge Funds, Investments, Board of Directors, Capital Markets, Private Equity, Fixed Income, Equities, Valuation, Investment Banking, . (nn) No person has the right to require the Company or any of its subsidiaries to register of the Company and its subsidiaries, and, to the Companys knowledge, each of their affiliates and any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in 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 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 calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the (i) With respect to the stock options (the Stock Options) granted pursuant to the stock-based compensation plans of the Agent, the Agents commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%, of the actual sales price of such Shares (the Gross Sales Price), which Companys knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. 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. that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business as now conducted. sale and marketing of the Shares, and legal costs of the Agent other than as specifically provided above. 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 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 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 any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect. 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 He held several positions in academia before starting his banking career in 1999 with Deutsche Bank in credit risk management, and subsequently working for Hypovereinsbank and Credit Suisse in the same area. The Financial Times pointed out in a December 1, 2018 story that UBS became. Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. sale in any jurisdiction, or of the initiation or. 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 12. (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 He has been a journalist for more than 40 years, nearly 30 of them in newspapers. ended thereafter, such disclosure controls and procedures were effective to perform the functions for which they were established. An unconfirmed December 5, 2020 report by NTB News said Ye was among 12 board members who resigned recently. subsidiaries principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. any document incorporated by reference therein that are not so filed as exhibits or so described as required. Before joining UBS, he used his expertise and skills as Chief Risk & Financial Officer at FMS Wertmanagement. Adjustments for Stock Splits. law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)but also the relative fault of the Company, on the one hand, and the Agent, on 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 https://leadstories.com/hoax-alert/2020/12/fact-check-what-the-china-dominion-and-$400-million-story-is-actually-about.html, Fact Check: Homemade Chemical Mixtures And FDA-Approved Vaccines Are NOT Comparable, Fact Check: U.S. Navy Aircraft Carrier Fleets Were NOT Positioned Off Both U.S. to the aggregate number and aggregate Gross Sales Price of Shares sold and for otherwise monitoring the availability of Shares for sale under the Registration Statement and for ensuring that the aggregate number and aggregate Gross Sales Price of (d) If the indemnification provided for in Sections9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. It was established in 2006, and UBS and partner International Finance Corp. bought a combined 24.9% share of the company in 2007. (e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities 7. (o) The execution, delivery and performance by the Company of this Agreement and any Terms See our upcoming events and important dates. 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 Agreement, addressing such matters as the Agent may reasonably request; a certificate signed by the Companys Chief Financial Officer, in substantially the form of Exhibit C Member of SIPC. 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 single given day, and the Company shall in no event request that more than one Agent offer to sell, solicit offers to buy or sell Shares on the same day. Inc., and UBS Securities, LLC that: I have reviewed the data included as Exhibits A through [D] hereto, which was included in the authorized, executed and delivered by the Company. 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

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