(g) Each sale of the Shares to the Agent in a Principal Transaction shall be subject to the terms and conditions set forth, in this Agreement and such Terms Agreement. waived. 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 For purposes of clarity and without limitation to any other provision of this Section7 or elsewhere in this not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Acceptance or any Terms Agreement shall be suspended until that or other exemptive provisions have been offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement and the Prospectus. the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section9 hereof. authorizing the Companys execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and, such other documents as the Agent shall reasonably request; and. applicable anti-money laundering laws, including the U.S. criminal anti-money laundering statutes at 18 U.S.C. President Asset Management, UBS Group AG and UBS AG, Head of Investments, Asset Management, UBS. (f) Each of the Company and its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the 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 Exhibit 99.10 . Chief Investment Officer-UBS BUSA Services, LLC. change, in or affecting the business, properties, 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 There are also strong connections between the U.S. and China subsidiaries. CONSENT OF UBS SECURITIES LLC . The Company and the Agent agree as follows: (a) 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.". If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any preemptive or similar rights which have not been duly (l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and as the indemnity set forth in paragraph (a)above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in Our Leadership Board of Directors The Board of Directors of JPMorgan Chase & Co. currently has 11 members. any amount in excess of the amount by which the total discounts and commissions received by the Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that the Agent has In 2020, she took on responsibilities as CFO for Firmwide Technology and CFO for Diversity & Inclusion, including setting up the data and reporting infrastructure for that companys USD 30 billion racial equity commitments. have been derived from the accounting and other records of the Company and its subsidiaries or [unaudited financial statements of ] and [in each case] have been prepared, to the extent applicable, in compliance with the Agreement, the parties hereto agree that the Agents obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by Agent, on the other hand, and the payment in connection with the offering and sale of the Shares. necessary for the Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company, the Company and the Agent shall enter into an agreement in accordance with Section2 hereof regarding the Exchange Act, the Company will provide the Agent, at the Agents request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions of counsel, accountants letters and officers certificates 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. place and at the purchase price set forth in the Schedule hereto. Learn more about Mailchimp's privacy practices here. limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information inaccurate stories, videos or images going viral on the internet. It appears that, instead, UBS Securities LLC was buying a partnership interest in Staple Street Capital. From the date of this Agreement, no event or condition of a type described in Section3(e) hereof shall 14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a Sanctioned Country); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or Time of sale: [] [a.m./p.m.] (b) Within three Exchange Business Days after the applicable 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 The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. any document incorporated by reference therein that are not so filed as exhibits or so described as required. The listing for the subsidiary's executives has changed, too. Ms. Harford joined UBS in 2017, bringing with her a broad experience from across the industry, including in research, client coverage and risk management, and successfully led UBS Asset Managements integrated investments capabilities, driving performance for its clients. Mr. Nardone is a principal and has been a member of the Board of Directors of Fortress Investment Group LLC since November 2006. . 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 L. 107-56 (signed into law October26, 2001)), the Agent is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address Direct ownership of UBS Securities LLC is shared by Americas Holding, 1%, and UBS Americas Inc., 99%. that purpose or pursuant to Section8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule thereof as described in the Registration Statement or the Prospectus, the Company will not be required to register as an investment company within the meaning of the Investment Company Act of 1940, as amended, and the rules and Prospectus means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of Section4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b)) of articles and information from and to the foreign country to parties not of the foreign country. Its chairman is a Chinese Communist Party (CCP) member. Registration Statement, the Prospectus, the Companys Form 10-K for the fiscal year ended December31, [Insert year covered by most recent Form 10-K] (i) With respect to the stock options (the Stock Options) granted pursuant to the stock-based compensation plans of the (mm) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this (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 infringement, misappropriation or conflict with any such rights of others. opinion and a negative assurance letter of Sullivan& Cromwell LLP, counsel to the Agent, each dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to 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, currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiarys capital stock, from Execution of Agreement. are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii)an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and (h) Notwithstanding the foregoing, the requirements to provide the officers practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)above. Global Head of Fixed Income Research, Citigroup Inc. Date) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of UBS Group AG Purchases 2,971 Shares of Encompass Health Co. (NYSE:EHC) Mr. Martire is a member of the Board of Directors of Cannae Holdings, Inc., where he serves as Lead Independent Director. the Shares pursuant to this Agreement and any Terms Agreements or (ii)if the allocation provided by clause (i)is not permitted by applicable. In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the Agreement, the Alternative Agreements, any Terms Agreement or any Alternative Terms Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Agents for a brokerage commission, finders fee or like or sale of Shares pursuant hereto (or such earlier time as may be required under the Act), in the form furnished by the Company to the Agent in connection with the offering of the Shares; inappropriate due to actual or potential differing interests between them. 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. controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be The Company or the Agent may, upon notice to the other such party by telephone (confirmed promptly by e-mail), suspend or Member of the UBS Group Executive Board. This Supreme Court Case Could Redefine Crime, YellowstoneBackers Wanted to Cash OutThen the Streaming Bubble Burst, How Countries Leading on Early Years of Child Care Get It Right, Female Execs Are Exhausted, Frustrated and Heading for the Exits, No Major Offer Expected on Childcare in UK Budget, Biden Gives Medal of Honor to Trailblazing Special Forces Member, Oils $128 Billion Handout as Doubts Grow About Fossil Fuels, Climate Change Is Launching a MutantSeed Space Race, This Former Factory Is Now New Taipeis Edgiest Project, What Do You Want to See in a Covid Memorial? 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 3) Dominion Voting Systems Inc. was founded in Canada in 2003 and incorporated in the United States on July 7, 2009. Musk Made a Mess at Twitter. In 2013, he moved to Credit Suisse, holding senior leadership positions asCFOPrivate Banking & Wealth Management and laterCEOInternational Wealth Management. Get our latest market outlook from Solita Marcelli, Chief Investment Officer Americas, UBS Global Wealth Management. Representations, Warranties and Agreements of the Company. (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, Agent unless and until the Company and the Agent have each executed and delivered such Terms Agreement accepting all of the terms of such Terms Agreement. Delaware corporation (the Company), do hereby certify that this certificate is signed by us pursuant to those certain Distribution Agreements dated February28, 2023 between the Company and each of J.P. Morgan Securities LLC, together with the Base Prospectus attached to or used with the Prospectus Supplement. The Companys auditors and the Audit Committee of the Board of Directors of the (e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms 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 threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a 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 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 (s) (i)The Company and its subsidiaries do not own any real property. He also played a leading role in driving sustainability efforts in the financial industry, and firmly continues to do so. (b) The Agent agrees to indemnify and the Act (such transactions are hereinafter referred to as At the Market Offerings) and (B)such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and . (n) Neither the Company nor any of its subsidiaries (other than the subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that 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 (e) Since the respective dates as of which information is given in the Registration QuantumScape Corporation ClassA Common Stock. Representation Date), as follows: (a) The Registration Statement was declared effective by the Commission not earlier Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. issue and sell through the Agent, and the Agent shall be obligated to use commercially reasonable efforts, consistent with its normal trading and sales practices and as provided herein and in the applicable Transaction Acceptance, to place Shares 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. 30 days prior to such settlement being entered into and (iii)such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. SEC Filing: Dominion Received $400 Million From Swiss - Lotus Eaters 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. Leeto Tlou, Bank Risk Officer. writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section2(b) below) no later than the opening of trading on the immediately To the best of 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. statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. 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 (dd) The Company and its subsidiaries maintain an effective system of disclosure (hh) Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. certificate, opinions and letters of counsel and accountants letter specified in Section6(b) through 6(d) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a (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 Previously Ms. LaPuma ran Alvarez & Marsal's Asset Management practice. in all material respects to the description thereof contained in the Registration Statement and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the 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 (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. 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 Before joining UBS, she served as Chief Legal Officer & External Affairs at Rio Tinto Group and, before that, as General Counsel. All rights reserved. York. would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its Certain Covenants of the Company. (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand their respective contractual obligations and all applicable Company policies (internal and posted) related to privacy and data security applicable to the Companys, and its subsidiaries, collection, use, processing, handling, transfer, Executive Board - Banco do Brasil RI Agreement shall have the same meanings when used herein. Adjustments for Stock Splits. respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this Agreement), of ClassA Common Stock, $0.0001 par 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 consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; the financial statements of any other delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. 19. The payment was made by UBS Securities LLC . whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. and validly waived or satisfied; except as described in or expressly contemplated by the Registration Statement and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. thereof contained in the Registration Statement and the Prospectus. 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. 7. otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i)to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject 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 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