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Notwithstanding any provision of the Distribution Agreement or this This Agreement, any Terms Agreement and any claim, controversy or dispute arising under or relating to this Agreement or any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New with any such limitations shall be the sole responsibility of the Company. documents incorporated or deemed to be incorporated by reference therein as may be required by the Act or the Exchange Act from time to time, and except for such filings as the Exchange may require from time to time. designed to ensure that such information is accumulated and communicated to the Companys management as appropriate to allow timely decisions regarding required disclosure. filed under the Exchange Act but excluding any Current Report on Form 8-K or part thereof under Item 7.01 or Item 2.02 of Regulation S-K of the Commission Member of SIPC. were made, not misleading. delivered or filed on the Commissions Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (collectively, EDGAR)) to the Agent via e-mail in to the aggregate number and aggregate Gross Sales Price of Shares sold and for otherwise monitoring the availability of Shares for sale under the Registration Statement and for ensuring that the aggregate number and aggregate Gross Sales Price of Ms. Keller-Busse also brings in-depth experience regarding financial market infrastructure, having served on the Board ofSIXGroup for nine years. In New York, three out of four UBS board members are Chinese. Offering Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance. Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to Mu Lina, who was a board member of the New York subsidiary, worked as the director of wealth management funds and head of fund operations at UBS Beijing, based on public information. Stamford, CT 06902 United States Company shall not be required to qualify as a foreign corporation, become a dealer of securities, or become subject to taxation in, or to consent to the service of process under the laws of, any such state or other jurisdictions (except service of 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 Since 19. hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). Board of Directors - NCR UBS Securities is renowned for brokering deals between. New York, New York 10019 . 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. 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The Company shall be obligated to from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. the Agents). Jury Trial. registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and applications Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)conflict with or the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section9 hereof. prospects. 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. He has been with UBS for 40 years and held various positions across the firm, including manager of the Group-wide too-big-to-fail program, COO Wealth Management & Swiss Bank, Head Products and Services of Wealth Management & Swiss Bank, COO Asset Management, and Head Group Internal Audit. IS2005944 UBS 1998 - 2023. 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. 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 misleading at the time the Agent delivers a Transaction Acceptance to the Company or the Company and the Agent execute a Terms Agreement, as the case may be. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated Mr. Nardone was a managing director of UBS from . law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)but also the relative fault of the Company, on the one hand, and the Agent, on As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and Agent under this Agreement and any Terms Agreement, and the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, solely in the case of events and conditions described in this clause (iv), in the Agents judgment, is (oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or 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 (e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are Ms. Harford has been the UBS GEB Lead for Sustainability and Impact since May 2021. The term Export and Import Laws means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. 2. 3. 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 discounts and commissions received by the Agent in connection therewith bear to the aggregate Gross Sales Price of such Shares. (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 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. (ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with References herein to the Registration Statement shall include such new offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the (q) If immediately prior to the third anniversary (the Renewal Deadline) Sarah Youngwoodbecame Group CFO in May 2022. (a) In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons. (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for Section5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such opinions and letters, or, in lieu of such opinions and letters, event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. 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. by-laws, (ii)with respect to a limited or general partnership, its partnership agreement and certificate of partnership (or similar document), (iii) with respect to a limited liability company, its Recognition of the U.S. Special Resolution Regimes. In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the Regional Head of Markets for North Americas, Citigroup Inc. Relationship Summary for individual clients of UBS Asset Management (Americas) Inc. Online Services (US Client Account Access), Corporate & Institutional Clients Americas, Corporate & Institutional Clients (International). The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to (bb) (i) Except as to this Agreement, the Alternative Agreements, any Terms Agreements and any Terms Agreement, as defined under and entered into pursuant to any Alternative Agreement (an Alternative Terms Agreement), is equal to the or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate and to use its reasonable best efforts to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the UBS Bank USA - About Us 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 consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the (g) To furnish or make available to the Agent during the Term (i)copies of any reports or other communications which the Company shall 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. The Company and its subsidiaries have carried out evaluations of the 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 (d) If, as set forth in or confirmed by, as the case may be, the related Transaction Acceptance, a Floor Price has been agreed to by the No purchaser of Shares from or through the Agent The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among 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. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties 6. certificates, dated as of such Bring-Down Delivery Date and delivered within three Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, 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 Barbara Levi has been Group General Counsel since November 2021. UBS Securities offers financial services to individual and institutional investors. 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 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 will not distribute any offering material in connection with the offer and sale of the Shares, other than the Registration Statement or the Prospectus and any amendments or supplements thereto. transaction described in clause (i)or (ii) above is to be settled by delivery of shares of ClassA Common Stock or other securities, in cash or otherwise. Interacting . practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)above. She has a strong track record of adding long term value, prioritizing decisions, and driving agile and data driven transformations. The NTD News site further explained in a story posted December 5, 2020: But UBS is not necessarily the eventual buyer in the transaction. option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of ClassA Common Stock or other equity pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst& Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by 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 Get our latest market outlook from Solita Marcelli, Chief Investment Officer Americas, UBS Global Wealth Management. You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. 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. In her previous role, Group COO, she oversaw global functions such as technology, operations, human resources and corporate services. Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. improper payment or benefit. (6) such other documents as the Agent shall reasonably request. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an 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 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 In accordance with the requirements of the USA Patriot Act (Title III of Pub. He joined UBS from Taiwan-based Ta Chong Bank, where he served as President and Director. 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).

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