C.F.R. Mr. Luo has held senior positions in the Government of Changsha, Hunan province for the past 20 years and he is now currently the Secretariat to the Changsha Government. together with the Base Prospectus attached to or used with the Prospectus Supplement. Except as otherwise agreed between the Company and the Such shares are hereinafter collectively referred to as the Shares and case except that the provisions of Section3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect The Company hereby agrees with the Agent: (a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any UBS has not made any official announcement about changes in any of its boards of directors and its website offers no information about board changes. UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC. You can find more information under the Privacy Statement. Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or 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. the Shares pursuant to this Agreement and any Terms Agreements or (ii)if the allocation provided by clause (i)is not permitted by applicable. Base Prospectus means the prospectus dated August10, 2022 filed as part of the Registration Statement, the meaning of Section414 of the Code) would have any liability (each, a Plan) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but by any options, licenses or binding agreements with respect to any Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not so described. 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. The Gross Sales Price less the Agents commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to The Company and the Agent waive any objection which it may The term Export and Import Laws means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export We hereby consent to the references to UBS Securities LLC in the Registration Statement of Redback Networks Inc. on Form S-4 (File No. Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; an opinion and a negative assurance letter of Wilson Sonsini Goodrich& Rosati, Professional subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (B)the Company and its (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand Under the leadership of the Group CEO, the GEB was comprised of 12 members as of 31 December 2021 and has executive management responsibility for the steering of the Group and its business. additional information; (v)of the occurrence of any event as a result of which the Prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or most influential managing directors. the Agent. 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 QuantumScape Corporation, CONSENT OF UBS SECURITIES LLC . (s) (i)The Company and its subsidiaries do not own any real property. Just saying that for my conspiracy theory fans. 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"). As Chief Digital Officer at Morgan Stanley Wealth Management, she led the digital strategy and executed digital transformation of the wealth management business to improve client experience and financial advisor effectiveness and efficiency. In 2013, he moved to Credit Suisse, holding senior leadership positions asCFOPrivate Banking & Wealth Management and laterCEOInternational Wealth Management. 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 the Companys knowledge, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. See who is sharing it (it might even be your friends) and leave the link in the comments. 10. shall, unless the Agent agrees otherwise, cause Ernst& Young LLP to furnish to the Agent a comfort letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the (e) (i) No order 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 been suspended. 333-108170) and in the Proxy/Prospectus/Disclosure Statement of Redback Networks Inc., which is part of the Registration Statement, under the heading The Prepackaged Plan of ReorganizationGoing Concern Valuation. were made, not misleading. (y)does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. No person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Act) shall be entitled to The claim appeared in an article published by BillLawrenceOnline on December 1, 2020 titled "China Bought Dominion In October" (archived here) which opened: China Bought Dominion In October -- It's not a theory when you have the documentation. Statement will not constitute a Bring-Down Delivery Date. In both roles, she was a member of that companys executive committee. 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 The U.S. Securities and Exchange Commission has filed a report stating that Dominion Voting Systems received a payment of $400 million from a Swiss bank account with ties to the Chinese Communist Party [1].The payment was made to Staple Street Capital, a middle-market private equity firm based in New York, who acquired Dominion Voting Systems in 2018. 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 To the Companys knowledge, no Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any accordance with managements general or specific authorizations; (ii)transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)access to and delivers a Terms Agreement, (iv)each Time of Sale (as defined in Section3(a)), (v) each Settlement Date and (vi)each Bring-Down Delivery Date (as defined in Section6(b)) (each such date listed in (i)through (vi), a All opinions, letters and other documents referred to in Sections 6(b) through (d)above shall be reasonably satisfactory in form and 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 The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section9(d) above shall be deemed to include, subject to the (b) Within three Exchange Business Days after the applicable 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 All rights reserved. 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 The document offers a brief professional biography: Mr. Luo is a graduate of Hunan University in China. Common Stock, par value $0.0001 per share. There are no outstanding options, licenses or binding (n) Neither the Company nor any of its subsidiaries (other than the below. (ll) No subsidiary of the Company is Notwithstanding any provision of the Distribution Agreement or this 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 as exhibits to such Incorporated Documents. Except where the context otherwise requires, Registration Statement, as used herein, means the (l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. anti-corruption law; or (iv)made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or When UBS is mentioned in this report, Lead Stories is referring to the parent company based in Switzerland. Company, threatened. Adjustments for Stock Splits. Brice was a national desk editor and reporter at The Atlanta Journal-Constitution for nearly 20 years. those that (i)do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and (ii)could not reasonably be expected, individually or in the aggregate, to have a Material View or download our current and archived financial reports. 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 Markus Ronner has been Group Chief Compliance and Governance Officer since 2018.