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 Ralph Hamers has been Group CEO of UBS Group AG and President of the Executive Board of UBS AG since November 2020. Notwithstanding any provision of the Distribution Agreement or this 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. 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 It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the (b) The Agent shall have received a letter or letters, which shall include legal opinions similar rule) in connection with the offering or sale of Shares, before using or filing any amendment or supplement to the Registration Statement or the Prospectus (in each case, other than due to the filing of an Incorporated Document), to furnish letters of counsel and comfort letters and other documents provided for under Sections 6(b) through (d), inclusive. President Personal & Corporate Banking and President UBS Switzerland, UBS Group AG, President of the Executive Board, UBS Switzerland AG, Group COO of UBS and President of the Executive Board, UBS Business Solutions AG, Head Private Clients Region Zurich, Credit Suisse, President Global Wealth Management and President UBS Europe, Middle East and Africa. Companys repurchase, or (D)the issuance of shares of capital stock upon conversion of Company securities as described in the Registration Statement and the Prospectus) or short-term debt or long-term debt (except for borrowings and the Section9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. 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 The Company shall have responsibility for maintaining records with respect Except as otherwise set forth in the Registration Statement and the Prospectus, there has been no material loss or unauthorized access, use, disclosure, modification or breach of security of confidential, sensitive, personal, or regulated customer, There is no known relation between China Media Group Corp. and UBS Securities LLC. facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other (d) If the indemnification provided for in Sections9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in He spent 11 Years as an executive editor and executive producer at CNN. If the Agent, acting as principal, wishes to accept such proposed terms (which it may This website uses cookies to make sure you get the best experience on our website. 2) Staple Street Capital LLC is a private equity firm founded on June 9, 2009 and based in New York City. (6) such other documents as the Agent shall reasonably request. 4. any Terms Agreement, the issuance and sale of the Shares, compliance by the Company with the terms of this Agreement or of any Terms Agreement and the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except as to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. 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"). 1841(k). The South China Morning Post reported on May 3, 2018 that UBS had said in a statement: China is a key market for UBS. or authorization will not be renewed in the ordinary course. 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 You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. The relative benefits received by the Company, on the one hand, and the connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. George Athanasopoulos Co-Head Global Markets Head of Global Family and Institutional Wealth. 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 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 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 .pdf format on such filing date to an e-mail account designated by the Agent and, at the Agents request, to also furnish copies of the Prospectus, each Prospectus Supplement, any other this Agreement, any Alternative Agreement, any Terms Agreement or Any Alternative Terms Agreement or (B)securities issued pursuant to any of the Companys equity incentive plans described in the Registration Statement and the Prospectus The foregoing sentence shall not apply to (A)Shares offered and sold under The NTD News site further explained in a story posted December 5, 2020: But UBS is not necessarily the eventual buyer in the transaction. Iqbal Khan has been President Global Wealth Management since October 2022 and President UBS EMEA since February 2021. or upon the exercise of options granted thereunder. other than in good faith. 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 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. The Company has not knowingly granted, and there is no and has been no policy or practice of the and its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. Each other independent registered public accounting firm, if any, that has certified As an investment firm, it could have just served as a middleman, selling partnership interests of State Street Capital to UBS clients or holding it on behalf of clients through its prime broker. 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 . 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 contribution from any person who was not guilty of such fraudulent misrepresentation. practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)above. The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to In accordance with the requirements of the USA Patriot Act (Title III of Pub. (b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the The document offers a brief professional biography: Mr. Luo is a graduate of Hunan University in China. than three years prior to the date hereof; there is no order preventing or suspending the use of the Registration Statement or the Prospectus, and, to the knowledge of the Company, no proceeding for that purpose or pursuant to Section8A of the According to the profile, he went on to hold senior posts such as director of China affairs of the Securities and Futures Commission of Hong Kong from August 2001 to October 2007. Except where the context otherwise requires, Registration Statement, as used herein, means the You are free to change your cookies' settings in the privacy settings. U.S.C. 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. In 2018, UBS increased its ownership of the China subsidiary to 51% by buying out two of its Chinese partners. From his former roles at Standard Chartered Bank, Mr. Dargan brings proven experience in technology strategy and operations. In his current position, he is responsible at the Group level for compliance and operational risk control, governmental and regulatory affairs, as well as investigations and governance matters. 5. For purposes of clarity and without limitation to any other provision of this Section7 or elsewhere in this Chief Investment Officer-UBS BUSA Services, LLC. In October 2021, he took up the additional role of UBSGEBsponsor to co-lead the AI, Data and Analytics center of expertise, along with Robert Karofsky. material compliance with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or expected or, to the knowledge of the Company, threatened between the Company or any 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 applicable anti-money laundering laws, including the U.S. criminal anti-money laundering statutes at 18 U.S.C. relating to any Environmental Laws. 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 deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. parties with respect to an Offering Date, and the Agent thereafter determines and notifies the Company that the Gross Sales Price for such Agency Transaction would not be at least equal to such Floor Price, then the Company shall not be obligated to 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