a Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement datedFebruary 28, 2023 (the Distribution Agreement) between the Company In the event of a conflict between the terms of this Agreement and the terms of a Terms . short-term debt or long-term debt (except for borrowings and the repayment of borrowings in the ordinary course of business) of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid 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 Mr. Estey joined Alfred Bunting and Company as an institutional equity salesperson in 1980 after working at A.E. or events reported in such Current Report on Form 8-K, whether the information contained therein is considered furnished or filed under the Exchange Act or (B)such Current Report (dd) The Company and its subsidiaries maintain an effective system of disclosure judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants Corporation, counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form and substance satisfactory to the Agent; a comfort letter from Ernst& Young LLP, addressed to the Agent and dated the date of this Please consult the sales restrictions relating to the products or services in question for further information. 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 12. waived. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company contained, and shall be (d) If the indemnification provided for in Sections9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in then the Company and the Agent shall mutually agree to such additional terms and conditions as they deem reasonably necessary in respect of such multiple Offering Dates, and such additional terms and conditions shall be set forth in or confirmed by, Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its counterpart hereof, whereupon this Terms Agreement, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Agent and the Company. Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day foreign taxes required to be paid and filed all material tax returns required to be filed through the date hereof; and except as otherwise disclosed in the Registration Statement and the Prospectus, there is no material tax deficiency that has been, Ms. Harford joined UBS in 2017, bringing with her a broad experience from across the industry, including in research, client coverage and risk management, and successfully led UBS Asset Managements integrated investments capabilities, driving performance for its clients. corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Companys most recent Annual Report on Form 10-K incorporated by reference in the Registration Statement. subsidiaries principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the Securities Act), or the rules and regulations promulgated thereunder, termination; provided that, notwithstanding the foregoing, such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be, or such later date as may be There are several. There is no pending (in the case of the Joint Venture, to the Companys knowledge) or, to the Companys knowledge, threatened action, Lead Stories is a U.S. based fact checking website that is always looking for the latest false, misleading, deceptive or (ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by (q) If immediately prior to the third anniversary (the Renewal Deadline) delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to inaccurate stories, videos or images going viral on the internet. He is a financial sector veteran, with more than 30 years in senior roles in financial services, including as Head Wealth Management Asia Pacific, Country Head Singapore and Head Wealth Management South East Asia and Asia Pacific Hub for UBS. investment, accounting or regulatory matters in any jurisdiction. trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (iii)the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this of its clients, as well as other information that will allow the Agent to properly identify its clients. (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, for the sale of such Shares and (ii)with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares. 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 (b) Subject to the terms and conditions set forth below, the Company appoints the Agent as (r) Ernst& Young LLP, whose report on the consolidated financial statements of the terminate the offering of the Shares pursuant to Agency Transactions for any reason; provided, however, that such suspension or termination shall not affect or impair the parties respective obligations with respect to the Shares Registration Statement and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. letters of counsel and comfort letters and other documents provided for under Sections 6(b) through (d), inclusive. Such shares are hereinafter collectively referred to as the Shares and Naureen Hassan was appointed President UBS Americas and CEO of UBS Americas Holding LLC in October 2022. Ladies and Gentlemen: QuantumScape Corporation, a Delaware corporation (the . officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents. To the best of for so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any similar rule); and for so long as this Agreement is in effect, the Company will prepare and file promptly such from the Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution The foregoing sentence shall not apply to (A)Shares offered and sold under Board of Directors . process with respect to the offering and sale of the Shares); and to promptly advise the Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the 4. The payment was made by UBS Securities LLC . (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 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 .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 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. (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, 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 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 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. 16. Stamford, CT 06902 United States 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 New York, New York 10019 . Mr. Nardone was a managing director of UBS from . As used herein, Time of Sale means (i)with respect to each offering of Shares pursuant to this Agreement, the time of the Agents initial entry into contracts with investors respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this Agreement), of ClassA Common Stock, $0.0001 par Agreement, any Terms Agreement or any Alternative Terms Agreement have been duly authorized by the Company and, when issued and delivered and paid for as provided herein or therein, as the case may be, will be duly and validly issued, will be fully (h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any modified terms for such proposed Agency Transaction, then the Agent shall promptly deliver to the Company by email a notice (each, a Transaction Acceptance) confirming the terms of such proposed Agency Transaction as set forth in Advisory services, research, and access to global capital markets for corporate and institutional clients. the Company. are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii)an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and sell the Shares directly to the Agent, as principal, in which event such parties shall enter into a separate agreement (each, a Terms Agreement) in substantially the form of Exhibit A hereto (with such changes thereto as may be (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 The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among 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 (l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and We use Mailchimp as our marketing platform. regulations of the Commission thereunder (collectively, the Investment Company Act) or an entity controlled by an investment company within the meaning of the Investment Company Act. of the initial effective date of the Registration Statement, the aggregate Gross Sales Price of Shares sold by the Company pursuant to this Agreement, any Terms Agreements, the Alternative Agreements and any Alternative Terms Agreement, in the If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the (c) The Incorporated Documents, when they were filed with the Commission (or, if any not later than the first day of the Companys fiscal quarter next following each effective date (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. The listing for the subsidiary's executives has changed, too. Survival. (DWAC) or by such other means of delivery as may be agreed to by the Company and the Agent. (i)the Company and each of its subsidiaries (other than the Joint Venture), and, to the Companys knowledge, the Joint Venture, have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to 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. or will not, as then amended or supplemented, as of each Representation Date, contain an 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 not misleading; Bloomberg Business of Sports lets you follow the money in the world of sports, reporting on trades, salaries, endorsements, contracts and collective bargaining. (b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the Proceeds.. 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 board of directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof. ClassA UBS Group AG operates under a strict dual board structure, as mandated by Swiss banking law, and therefore the BoD delegates the management of the business to the GEB. If the Agent, acting as principal, wishes to accept such proposed terms (which it may 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. IS2005944 UBS 1998 - 2023. 333-266419) and any post-effective amendments thereto have become effective under the Act; no stop order suspending the effectiveness of such Registration Statement has been issued and no proceeding for The subsidiaries are identified by their individual names. Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be UBS Bank USA comprises a team of professionals, dedicated to serving the deposit and borrowing needs of affluent and high-net-worth investors. U.S. You are free to change your cookies' settings in the privacy settings. The NTD News site further explained in a story posted December 5, 2020: But UBS is not necessarily the eventual buyer in the transaction. References herein to the Registration Statement shall include such new Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements. He joined UBS from Taiwan-based Ta Chong Bank, where he served as President and Director. 1) UBS is a Swiss investment bank and financial services company with around $1 trillion in assets that says it provides services in more than 50 countries. any employee of the Company or any of its subsidiaries or any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or 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 prospectus (as defined in Rule 405 under the Act). shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Companys board of directors or, if permitted by applicable law. Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. The further opening up of China's financial sector represents great opportunities for our China businesses, including investment banking, wealth management and asset management. 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 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). And we want to stand out as a winner in our industry: for our expertise, advice and execution, our contribution to society, our work environment and our business success. such settlement (x)includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and None of this is to say, though, that there are no strong connections between UBS and China. Agreement shall remain in full force and effect until the earliest of (A)termination of the Agreement pursuant to Section8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B)such date that the Maximum 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 (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 described in the Registration Statement and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and except as described in the Registration Statement and 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 thereto) or any road show, it being understood and agreed upon that such information shall consist solely of the following: the information appearing in the third sentence of the first paragraph under the caption Plan of Distribution in 15. 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. 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 amendments or supplements to the Prospectus to each exchange or market on which sales were effected as may be required by the rules or regulations of such exchange or market. Nationality: American (US)|Year of birth: 1971. Mike Dargan was appointed Group Chief Digital and Information Officer (CDIO) in May 2021. 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 York. the Shares pursuant to this Agreement and any Terms Agreements or (ii)if the allocation provided by clause (i)is not permitted by applicable. 10. Regional Head of Markets for North Americas, Citigroup Inc. could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (C)none of the Company and its subsidiaries anticipates material capital expenditures The following documents referred to in the Distribution Agreement shall be delivered on the Settlement Date as a condition to the closing for the Purchased