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 : Arthur Brice is a fact checker at Lead Stories. UBS Bank USA comprises a team of professionals, dedicated to serving the deposit and borrowing needs of affluent and high-net-worth investors. 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. (iii)in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii)and (iii) above, for any such default or violation that purpose or pursuant to Section8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 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 Markus Ronner has been Group Chief Compliance and Governance Officer since 2018. review, or has changed its outlook with respect to, its rating of any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible material pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the Company 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 (a) 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 reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for (A)the Agent and its affiliates, directors and officers and its control persons, if any, or (B)the Company, its directors, Conditions of the Agents Obligation. the Company shall calculate the average daily trading volume (as defined under ADTV by Rule 100 of Regulation M under the Exchange Act) of the ClassA Common Stock based on market data provided by Bloomberg L.P. or such other together with the Base Prospectus attached to or used with the Prospectus Supplement. (f) The Company acknowledges and agrees that (i)there can be no assurance that the Agent will be successful in selling the Shares, (i)used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)made or taken an act in furtherance of an offer, promise or authorization of any direct or paid and nonassessable and will conform to the description thereof in the Registration Statement and the Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or similar rights except such as have been The South China Morning Post reported on May 3, 2018 that UBS had said in a statement: China is a key market for UBS. 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 payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any Terms Agreement or any investigation made by or on behalf of the Company or the Agent. whole (other than with respect to Intellectual Property (as defined below), title to which is addressed exclusively in subsection (t)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except Please consult the sales restrictions relating to the products or services in question for further information. (x) The Company is not and, immediately after giving effect to the offering and sale of the Shares and the application of the net proceeds Prior to that, he was at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including eventually serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. He also played a leading role in driving sustainability efforts in the financial industry, and firmly continues to do so. (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. 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. have occurred or shall exist, which event or condition is not described in the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Agent makes it impracticable or inadvisable to proceed with the Martire was a member of the Board of Directors of J. Alexander's Holdings, Inc. from 2015 to 2021, where he served as Lead Independent Director from 2019 to 2021. Agreement, addressing such matters as the Agent may reasonably request; a certificate signed by the Companys Chief Financial Officer, in substantially the form of Exhibit C QuantumScape Corporation ClassA Common Stock. This Agreement and any Terms Agreement may be signed in directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party. its subsidiaries or (iii)result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i)and (iii) above, 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, The Company and the Agent agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the 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 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 property or assets of the Company or any of its subsidiaries is subject; or authorizing the Companys execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and, such other documents as the Agent shall reasonably request; and. letters of counsel and comfort letters and other documents provided for under Sections 6(b) through (d), inclusive. (c) This statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged He has been a journalist for more than 40 years, nearly 30 of them in newspapers. Indemnified Person as a result of such losses, claims, damages or liabilities (i)in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Agent, on the other, from the offering of 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. (e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section9(a) or 9(b) above, such person (the Indemnified Person) shall promptly notify the person against That would be a hedge fund investment. Naureen Hassan was appointed President UBS Americas and CEO of UBS Americas Holding LLC in October 2022. Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall have received the documents described in the preceding sentence. Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or self-regulatory organization in respect of the sale of the applicable Shares is referred to herein at the Net Sales Price. Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares in an Agency or reported on any other financial statements included or incorporated by reference in the Registration Statement or the Prospectus is an independent registered public accounting firm with respect to the Company and its subsidiaries or other 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 Delaware corporation (the Company), do hereby certify that this certificate is signed by us pursuant to those certain Distribution Agreements dated February28, 2023 between the Company and each of J.P. Morgan Securities LLC, 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 in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; provided that nothing herein shall prevent (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 Its chairman is a Chinese Communist Party (CCP) member. 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 meaning of Section27A of the Act and Section21E of the Exchange Act) contained or incorporated by reference in the Registration Statement or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed We want to create superior value for our clients, shareholders and employees. (b) The Agent shall have received a letter or letters, which shall include legal opinions The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to the Joint Venture, (A)own or possess adequate rights to use all: patents (together with any reissues, continuations, continuations-in-part, divisions, renewals, Common Stock by any of its officers or directors, (ii)during any period in which the Company is, or could be deemed to be, in possession of material non-public information or (iii)at any time from The Company has not knowingly granted, and there is no and has been no policy or practice of the 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 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 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 A Transaction Proposal shall not set forth a Specified Number of Shares that, when added to the aggregate number or aggregate (tt) All of the Shares that have been or may be sold under this Agreement and any Terms Agreement have been approved for listing, subject only The Company shall be obligated to (e) (i) No order $400,000,000 (the Maximum Amount). waived. Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. UBS Financial Services Inc. is a registered broker/dealer and affiliate of UBS Securities LLC. 3) Dominion Voting Systems Inc. was founded in Canada in 2003 and incorporated in the United States on July 7, 2009. If the foregoing is in accordance with your understanding, please sign and return to us a Majestys Treasury (HMT) or other relevant sanctions authority (collectively, Sanctions), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or 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 notwithstanding such termination. She has been pivotal in driving business alignment, and digital and cultural transformation, while also facilitating business growth as President UBS EMEA. 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 issue and sell through the Agent, and the Agent shall not be obligated to place, the Shares proposed to be sold pursuant to such Agency Transaction on such Offering Date, unless the Company and the Agent otherwise agree in writing. New York, New York 10019 . Group Chief Compliance and Governance Officer, UBS Group AG and UBS AG, Head Group Regulatory and Governance, UBS, Manager Group-wide too-big-to-fail program, UBS, Head Products and Services of Wealth Management & Swiss Bank, UBS, Nationality:American (US) and French |Year of birth:1974. shall be deemed to be a successor merely by reason of purchase. Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial sale and marketing of the Shares, and legal costs of the Agent other than as specifically provided above. You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. 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. 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 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. relied on the waiver under this Section6(h), then before the Company delivers the Transaction Proposal or executes a Terms Agreement hereunder or under any Alternative Agreement or the The Company has paid the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act. 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 An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the taken as a whole; and (iii)neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via e-mail as soon as reasonably practicable thereafter) as is reasonably soon as reasonably practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Agent, as many copies of the Prospectus and the Prospectus Supplement (or of the Prospectus or Prospectus automatic shelf registration statement or such new shelf registration statement, as the case may be. therefor; licenses; trade secrets, know-how and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and in Section2(a) of this Agreement to the Agent in a Principal Transaction, it will notify the Agent of the proposed terms of the Principal Transaction. Interacting . 4. The Company will take all or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets. holders employment or other service relationship with the Company pursuant to equity-incentive agreements or other arrangements providing for an option to repurchase or a right of first refusal on behalf of the Company pursuant to the (kk) Each Intellectual Property. CFO, Consumer & Community Banking and Diversity & Inclusion, incl. Except as otherwise set forth in the Registration Statement and the Prospectus number: [***]; email: [***]), Charles Heaney (telephone number: [***]; email: [***]), and Evan Murphy (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan& Cromwell LLP, attention: John Savva Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or that is considered furnished under the Exchange Act; and provided, further, that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration (b) Each time that (i)the Registration Statement or the Prospectus counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. 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 would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its 2.1.3. Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. Agreement, the Alternative Agreements, any Terms Agreement or any Alternative Terms Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Agents for a brokerage commission, finders fee or like delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request. The Agents obligation to solicit purchases on an agency basis for the Shares or Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Company and at the relevant Time of Sale and Principal Settlement Date: The representations, warranties and agreements on the part of the Company herein contained or contained in any (h) Notwithstanding the foregoing, the requirements to provide the officers not limited to ERISA and the Internal Revenue Code of 1986, as amended (the Code), except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii)no Gross Sales Price of Shares previously purchased and to be purchased pursuant to pending Transaction Acceptances (if any) hereunder and any Terms Agreements, results or could result in a total Gross Sales Price that exceeds the Maximum Amount nor 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 taken as a whole; and (iii)neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, any document incorporated by reference therein that are not so filed as exhibits or so described as required. In 2013, he moved to Credit Suisse, holding senior leadership positions asCFOPrivate Banking & Wealth Management and laterCEOInternational Wealth Management. As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal over financial reporting. Chief Investment Officer-UBS BUSA Services, LLC. (6) such other documents as the Agent shall reasonably request. Number of Shares of Purchased Securities: Method of and 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 pursuant to Rule 424(b) under the Act on or before the second business day after the date of its first use in connection with a public offering. 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 Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or All opinions, letters and other documents referred to in Sections 6(b) through (d)above shall be reasonably satisfactory in form and 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. The subsidiaries are identified by their individual names. declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as 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. (c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees Please consult the sales restrictions relating to the products or services in question for further information. 6(d), dated the date such Transaction Proposal is delivered or Terms Agreement is executed, which date shall be deemed to a Bring-Down Delivery Date. 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. No amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the 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 References 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 Let us know!. (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, The Company provides services such as equities sales and trading, fixed income products, and treasury products. 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 See who is sharing it (it might even be your friends) and leave the link in the comments. 12. QuantumScape Corporation, . Global Technology, JPMorgan Chase, CFO, Consumer & Community Banking, JPMorgan Chase, Head of Investor Relations, JPMorgan Chase, Investment Bank, Financial Institutions Group, JPMorgan Chase, Paris, London and New York, Latest financial information and Annual General Meeting.