(k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result Common Stock, par value $0.0001 per share. 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 been suspended. the Joint Venture, (A)own or possess adequate rights to use all: patents (together with any reissues, continuations, continuations-in-part, divisions, renewals, (ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with 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 amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and none of such documents contained any untrue statement of Agent reasonably objects unless the Companys legal counsel has advised the Company that use or filing of such document is required by law. This will confirm that (a)the financial data that is circled or otherwise indicated on Exhibits A through [D] hereto (jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company, 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 Descriptions of the Material Entities are provided in the Public Section for the 2018 Plan. (a) time period required by, Rule 424(b) under the Act (without reference to Rule 424(b)(8)) and to provide copies of the Prospectus, each Prospectus Supplement, any other amendments or supplements to the Prospectus (to the extent not previously UBS Securities LLC is a Delaware limited liability company with its principal office in Weehawken, NJ and is registered with the Commission as a broker-dealer. subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws). Mr. Bluhm is responsible for the development of the Groups risk management and control framework for various risk categories and implementation of its independent control frameworks. Companys ability to record, process, summarize and report financial information; and (ii)any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal controls and the fourth quarter of such fiscal year. Terms Agreement to the contrary, the Company consents to the Agent trading in the ClassA Common Stock for Agents own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this infringement, misappropriation or conflict with any such rights of others. (q) If immediately prior to the third anniversary (the Renewal Deadline) material increase in the Company and its subsidiaries accumulated post-retirement benefit obligations (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company This is the sixth matter arising from the Enforcement Division's ETP . 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 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. (n) Neither the Company nor any of its subsidiaries (other than the 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. 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 President Asset Management, UBS Group AG and UBS AG, Head of Investments, Asset Management, UBS. The payment was made by UBS Securities LLC . Barbara Levi has been Group General Counsel since November 2021. Lead Stories debunked that and other false election claims at length here. The Company acknowledges and agrees that the Agent is acting solely in the capacity of an arms length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in 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. A complete range of tailored advice and investment services for distinguished investors and families around the world. She started her Wall Street career at Merrill Lynch & Co., in investment banking, before embarking on a 24-year career at Citigroup Inc., the last nine years of which she was the Regional Head of Markets for North America. (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 The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied 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 therewith up to $5,000) and the printing and furnishing of copies of any blue sky surveys to the Agent, (iv)the listing of the Shares on the Exchange and any registration thereof under the Exchange Act, (v)any filing for review, and any appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. The sole director now listed is Samuel Molinaro. Terms Agreement. to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. relating to any Environmental Laws. 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. of such default by the Company and (ii)notwithstanding any such default, pay to the Agent the commission to which it would otherwise be entitled in connection with such sale in accordance with Section2(b) below. It assumes overall responsibility for developing the strategies of the Group, the business divisions and Group Functions, and implements the BoD approved strategies. Prospectus shall, unless stated otherwise, be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the Exchange For purposes of this Agreement, except where otherwise expressly provided, the term affiliate Intellectual Property. 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 There is no pending or threatened action, suit, proceeding or claim by the Company or 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 principles (GAAP) applied on a consistent basis throughout the periods covered thereby except as may be expressly stated in the related notes thereto, and all supporting schedules to such financial statements included or incorporated by 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 (i) With respect to the stock options (the Stock Options) granted pursuant to the stock-based compensation plans of the 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 notwithstanding such termination. sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. 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 as exhibits to such Incorporated Documents. duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Intellectual Property developed by their employees, consultants, agents and contractors in the course of their service to the Company, including the execution of valid Intellectual Property assignment and Copying, editing, modifying, distributing, sharing, linking or any other use (whether for commercial purposes or otherwise) of this material, other than personal viewing, without UBS's prior written permission is strictly prohibited. (kk) Each 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. 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 hereto or thereto as the case may be. Each other independent registered public accounting firm, if any, that has certified subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or any Terms Agreement (a Material Adverse Effect). Designer and entrepreneur Melody Ehsani takes us on a journey from her early days working retail, to designing her first shoes and jewelry lines, to collaborating with Red Hot Chili Peppers and Jordan brand before taking on a bespoke role at Foot Locker. trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (iii)the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this with, 12 C.F.R. Exhibit 99.10 . One of them, Ye Xiang, also served on board of the other subsidiary, UBS Securities Co. Ltd (based in Beijing). No governmental agency or body, 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. 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 He previously served as Executive Vice Chairman and Head of UBS Securities, LLC's Investment Bank for the Americas from February 2017 to September 2018. Any such termination shall be without liability of either party to the other party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only 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 obligations pursuant to this Section8(b)(ii), the Company shall be notified promptly in writing. (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary; (ii)the Indemnifying Person has failed within a reasonable time to retain Relationship summary for individual UBS Wealth Management clients, Relationship summary for individual clients of UBS Securities LLC (UBS). Markus Ronner has been Group Chief Compliance and Governance Officer since 2018. Transaction that would constitute a distribution, within the meaning of Rule 100 of Regulation M under the Exchange Act or a block within the meaning of Rule 10b-18(a)(5) under the 5. The Company and each of its subsidiaries have taken reasonable steps necessary to secure interests in the 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 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 ], [To the Agents account, or the account of the Agents designee, at The Depository Trust Company via DWAC in return for Registration Statement and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. 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 or authorization will not be renewed in the ordinary course. 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. set forth in or provided by from sources that are reliable and accurate in all material respects and accurately reflects all such information. Number of Shares of Purchased Securities: Method of and 16. The Company represents and performed solely for the benefit of the Agent and shall not be on behalf of the Company. therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and parties acknowledge and agree that all share related numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. 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 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 He also worked for China's central bank. Offering Date(s) is delivered by the Agent to the Company, the latest Transaction Acceptance shall govern any sales of Shares for the relevant Offering Date(s), except to the extent of any action occurring pursuant to a prior Transaction Acceptance 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 References herein to the Registration Statement shall include such new From the date of this Agreement, no event or condition of a type described in Section3(e) hereof shall the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit Agreement, the terms of such Terms Agreement shall control. A Reuters profile says he worked early in his career as an economist at the state-owned People's Bank of China from August 1994 to July 1998. 1996 Salomon Brothers Inc 1987 - 1989 Skills Hedge Funds, Investments, Board of Directors, Capital Markets, Private Equity, Fixed Income, Equities, Valuation, Investment Banking, .

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