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(b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the reference in the Registration Statement fairly present in all material respects the information required to be stated therein. 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 He joined UBS from Taiwan-based Ta Chong Bank, where he served as President and Director. entitled to indemnification pursuant to this Section9 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented 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 7. Company, threatened. access to same, except for those that have been remedied without material cost or liability, and (B)no material incidents under internal review or investigations relating to the same. This will confirm that (a)the financial data that is circled or otherwise indicated on Exhibits A through [D] hereto Direct ownership of UBS Securities LLC is shared by Americas Holding, 1%, and UBS Americas Inc., 99%. Global Markets, Wealth Management, Private Banking and Securities Services, Group Technology and Operations Engineering, Standard Chartered Bank, UBS E-banking and online services Switzerland, Masters degree, business econometrics and operations research, Tilburg University, Member of the Board of the Swiss-American Chamber of Commerce, Member of the Institut International dEtudes Bancaires, Member of the World Economic Forum International Business Council, Governor of the Financial Services/Banking Community of the World Economic Forum, Member of the International Advisory Panel, Monetary Authority of Singapore, Member of the Board of the Institute of International Finance, Masters degree, mathematics and informatics, and doctorate, mathematics, University of Erlangen-Nuremberg, Chairman of the Board of Christian Bluhm Photography AG, Member of the Board of UBS Switzerland AG, Member of the Foundation Board of the UBS Pension Fund, Member of the Foundation Board International Financial Risk Institute, Masters degree, politics, philosophy and economics, St. Johns College, Oxford University, Member of the Board of Directors of Done Next Holdings AG, Member of the Board of UBS Business Solutions AG, Member of the Board of UBS Optimus Foundation, Member of the Board of Trustees of the Inter-Community School Zurich, Bachelors degree, physics and mathematics, Denison University, Ohio, MBA, Tuck School of Business, Dartmouth College, Chairman of the Board of Directors of UBS Asset Management AG, Chair of the Board of UBS Optimus Foundation, Member of the Leadership Council of the Bob Woodruff Foundation, Bachelors degree, economics, Princeton University, Masters degree, business administration, Stanford University Graduate School of Business, Member of the Board of UBS Americas Holding LLC, Member of the Board of the Securities Industry and Financial Markets Association, Bachelors degree, economics, Hobart and William Smith Colleges, MBA, finance and statistics, University of Chicagos Booth School of Business, Member of the Board of UBS Americas HoldingLLC, Trustee of the UBS Americas Inc. (n) Unless the Company has given written notice to the Agent that the Company has suspended activity under this Agreement and there are no 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 On the date hereof, the Company has entered into additional distribution agreements substantially similar to this Agreement (the Alternative Agreements) with each of Cowen and He has been a journalist for more than 40 years, nearly 30 of them in newspapers. extensions, counterparts and reexaminations thereof), patent applications (including provisional applications), discoveries and inventions; trademarks, service marks, trade names, logos, Internet domain names and other indicia of origin and all the Shares pursuant to this Agreement and any Terms Agreements or (ii)if the allocation provided by clause (i)is not permitted by applicable. If the foregoing correctly sets forth the understanding between the Company and the Agent, 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. any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a comfort applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (PCAOB) and as required by the Act. 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 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. for any such purpose; (iv)of any request by the Commission for the amendment of the Registration Statement or the amendment or supplementation of the Prospectus (in each case including any documents incorporated by reference therein) or for You can find more information under the Privacy Statement. 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. UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC. send to its shareholders or shall from time to time publish or publicly disseminate and (ii)copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the Commission, and to furnish to the Agent from time to time during the Term such other information as the notes) of the Company and disclosed in the Companys filings with the Commission in accordance with the Exchange Act and all other applicable laws. If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section2 hereof. The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to The Chinese government's decision to allow foreign companies to take up to 51 per cent in securities joint ventures is another important step in the opening up of China's markets. prohibited transaction, within the meaning of Section406 of ERISA or Section4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably See our upcoming events and important dates. 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 Persons Entitled to Benefit of Agreement. A qualified attorney-at-law, she has been admitted to the Supreme Court of the United States, the New York State bar and the bar of Milan, Italy, and has worked in several law firms in New York and Milan. 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 See how sustainable investing could provide a path to market participation and community support. time that is 24 hours after the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial The aggregate Gross Sales Price (as defined in Section2(b) below) of the Shares that may be sold collectively pursuant to this Agreement and the Alternative Agreements shall not exceed an aggregate of The UBS non-wholly-owned subsidiary in China is called UBS Securities Co Ltd. 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 UBS Securities, LLC, which is based in New York, served as the adviser between the company and its investors, who are not named. Time of sale: [] [a.m./p.m.] And Dominion President and CEO John Poulos wrote a column published November 30, 2020, in The Wall Street Journal, which can be found here. Exhibit 99.10 . The Company and its subsidiaries have carried out evaluations of the over the course of, such Offering Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant Transaction Acceptance; and; the lowest price, if any, at which the Company is willing to sell Shares on each such Offering Date or a (o) The Company will use commercially reasonable efforts to cause the Shares to be listed on the Exchange. 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 By clicking below to subscribe, you acknowledge that your information will be transferred to Mailchimp for processing. Deposit Insurance Act and the regulations promulgated thereunder and (ii)Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. Proceeds.. offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. the Registration Statement and the Prospectus, (i)trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago For information about our privacy practices, please visit our website. untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the (h) If, at any time during the Term, any event shall occur or condition shall exist as a result of which it is necessary in the reasonable Prior to joining Consumer & Community Banking in 2016, Ms. Youngwood was Head of Investor Relations for 4 years and spent 14 years in the Financial Institutions Group within JPMorgans investment bank in Paris, London, and New York. 382.2(b). (rr) No forward-looking statement (within 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 President UBS Americas, UBS Group AG and UBS AG, First Vice President and COO, Federal Reserve Bank of New York, Chief Digital Officer, Wealth Management, Morgan Stanley, Executive Vice President, Investor Services Segments & Platforms, Charles Schwab Corporation, Senior Vice President, Business Process Transformation, Charles Schwab Corporation, Senior Vice President, Advisor Services Client Experience & Strategic Integration, Charles Schwab Corporation, COO and Board Director, Charles Schwab Bank, Various senior positions at Charles Schwab Corporation, Business analyst and later associate principal at McKinsey & Company, Nationality:American (US) |Year of birth:1967. The Company may also offer to 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 (collectively, IT Systems) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. The Company represents substance to the Agent. Counterparts. IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. the Prospectus Supplement. All opinions, letters and other documents referred to in Sections 6(b) through (d)above shall be reasonably satisfactory in form and statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. The Company and the Agent agree as follows: (a) 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 of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. 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 (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted Governing Law. 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 Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others 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 Did China buy Dominion Voting Systems for $400 million in October 2020? 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 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 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. Terms Agreement is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Transaction Proposal or offers to enter into a Terms Agreement hereunder or under any Alternative Agreement (which for such Settlement Date; and, together with any Agency Settlement Date, a Settlement Date) and place of delivery of and payment for such Shares. Terms Agreement, as the case may be, in all material respects. considerations referred to in Section9(d) above. 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 fees and other expenses incurred in connection with any suit, action or proceeding. When UBS is mentioned in this report, Lead Stories is referring to the parent company based in Switzerland. (collectively, Environmental Laws); (2) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective 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. Please consult the sales restrictions relating to the products or services in question for further information. Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this Section9(c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its