ownership or lease of property or the conduct of their respective businesses requires such qualification (to the extent that such concepts are applicable in such jurisdiction), and have all power and authority necessary to own or hold their hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. 382.2(b). quarterly basis for this Agreement and any Alternative Agreement; provided that, except as otherwise agreed with the Company, the Agent shall be responsible for any transfer taxes on resale of Shares by it, any costs and expenses associated with the Agent, as sales agent, shall not be obligated to use its commercially reasonable efforts, consistent with its normal trading and sales practices, to sell, any Shares at a price lower than the minimum price, or in a number or with an aggregate gross furnished by the Agent consists of the information described as such in subsection (b)below. a key role as middlemen in helping Chinese clients set up trusts and companies in the British Virgin Islands, Samoa and other offshore centers usually associated with hidden wealth A two-year investigation by the investigative journalists highlighted how extensive a role UBS played. 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 IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. (oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or 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 (g) (i) QSV Operations LLC, the Companys joint venture with Volkswagen Group of UBS Securities LLC . Before joining UBS, he served as CEO and Chairman of the Executive Board of ING Group. (f) To make available to the Agent at its offices in New York City, without charge, as Regional Head of Markets for North Americas, Citigroup Inc. The headings herein and in any Terms Agreement are included for convenience of For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person 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 Musk Made a Mess at Twitter. UBS Europe SE Board of Directors Board Committees Group Executive Board Organization and Structure Regulations Shareholder information Group Executive Board 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. from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. assets is permitted only in accordance with managements general or specific authorization; (iv)the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with President UBS Asia Pacific at UBS Group AG and UBS AG, Head Wealth Management South East Asia and Asia Pacific Hub, UBS, President and Director, Ta Chong Bank, Taiwan, Managing Director and Regional Head, Consumer Banking Group, DBS Bank, Singapore, Nationality:Italian |Year of birth:1971. its officers who signed the Registration Statement and its control persons, if any, as the case may be, and that all such reasonable and documented fees and expenses shall be paid or reimbursed as they are incurred. clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. 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 in all material respects to the description thereof contained in the Registration Statement and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the each fiscal quarter referred to below, an earnings statement (in form complying with the provisions of Section11(a) under the Act and Rule 158 of the Commission promulgated thereunder) covering each twelve-month period beginning, in each case, 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 Ladies and Gentlemen: QuantumScape Corporation, a Delaware corporation (the . reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement. If the foregoing correctly sets forth the understanding between the Company and the Agent, to official notice of issuance, on the Exchange. (e) Since the respective dates as of which information is given in the Registration 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 Certain Covenants of the Company. The firm owned 19,739 shares of the company's stock after buying an additional 3,955 shares during the period. 17. Representations, Warranties and Agreements of the Company. Ames & Co for seven years. 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 votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and 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 We concentrate on developing long-term relationships through a commitment to quality client service. over financial reporting. There, current and former board members are tied to Chinese communist military and intelligence agencies. 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 as the indemnity set forth in paragraph (a)above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in Prospectus, the Company and its subsidiaries have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries taken as a Prospectus means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of Section4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b)) property or assets of the Company or any of its subsidiaries is subject, (ii)result in any violation of the provisions of the charter or by-laws or other Organizational Documents of the Company or any of Amendments or 2. (b) Subject to the terms and conditions set forth below, the Company appoints the Agent as amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and none of such documents contained any untrue statement of Learn more about Mailchimp's privacy practices here. Designer and entrepreneur Melody Ehsani takes us on a journey from her early days working retail, to designing her first shoes and jewelry lines, to collaborating with Red Hot Chili Peppers and Jordan brand before taking on a bespoke role at Foot Locker. 20. transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Washington D.C., July 19, 2021 . Member of SIPC. expected to result in material liability to the Company or its subsidiaries. Regime if this Agreement or any Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. entitled to indemnification pursuant to this Section9 that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented 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. payment in connection with the offering and sale of the Shares. Just saying that for my conspiracy theory fans. 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 Statement and the Prospectus, except as otherwise stated therein, (i)there has not been any material change in the capital stock (other than as a result of (A)the exercise or settlement (including any net or Headings. 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 shall be amended or supplemented (including, except as noted in the proviso at the end of this Section6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii)the See our upcoming events and important dates. In 2018, UBS increased its ownership of the China subsidiary to 51% by buying out two of its Chinese partners. (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted 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 (q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations, 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 necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading; and (vi)of the receipt by the Company of any notice of objection of the Commission Chicago, Illinois, United States. In 2014, UBS increased its ownership from 20% to 24.9% by buying out International Finance Corp.'s shares. letter, dated as of the applicable Bring-Down Delivery Date and delivered within one Exchange Business Day after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, (gg) Except as would not reasonably be expected to have a Material Adverse Effect, the The New York subsidiary is a private company, so information about the shareholders is not publicly available. data is accurate and fairly presented in all material respects and (b)the statistical or market-related data that is circled or otherwise indicated on Exhibits A through [D] hereto have been based on or derived from information and the Companys charter and by-laws, a duly authorized committee thereof. 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 university, college, other educational institution or research center has any claim or right in or to any Intellectual Property that is owned or purported to be owned by the Company and its subsidiaries (other than the Joint Venture) and, to the 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 (b) Submission to Jurisdiction. Registration Statement, the Prospectus, the Companys Form 10-K for the fiscal year ended December31, [Insert year covered by most recent Form 10-K] agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that It is called UBS Securities LLC. (ee) the Agents capacity as agent, and, in either case, the Company will, subject to Section4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Act, the Exchange Staple Street bought Dominion Voting Systems for an undisclosed amount in July 2018. 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 The Companys Registration Statement (File No. 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 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. 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 (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary; (ii)the Indemnifying Person has failed within a reasonable time to retain Agent and its counsel. He obtained a doctoral degree in economics in 1995 from the Financial Research Institute of the People's Bank of China. If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to Nor is it certain that the $400 million was meant to acquire Dominion Voting Systems. but modified to relate to the Registration Statement or the Prospectus as amended and supplemented to the date of such letter, and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of (w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, 2.1.3. Agent, the Agents commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%, of the actual sales price of such Shares (the Gross Sales Price), which commission shall be as set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance; provided, however, that such commission shall not apply when the Agent acts as principal, in which case such commission or 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 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 as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries 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 UBS Bank USA comprises a team of professionals, dedicated to serving the deposit and borrowing needs of affluent and high-net-worth investors. (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for (p) The Company consents to the Agent trading in the ClassA Common Stock for the Agents own account and for the account of its Transaction Acceptances and Terms Agreements. Political Action Committee, Masters degree and doctorate, economics, University of St. Gallen, Member of the Board of Zurich Insurance Group, Member of the Foundation Council of the UBS International Center of Economics in Society, Member of the Board and Board Committee of Zurich Chamber of Commerce, Member of the Board of the University Hospital Zurich Foundation, Member of the Board of Trustees of the Swiss Entrepreneurs Foundation, Advanced Master of International Business Law degree (LLM), University of Zurich, Member of the Supervisory Board of UBS EuropeSE, Member of the Board of Room to Read Switzerland, Bachelors degree, psychology, University of Toronto, Member of the Board of Trustees of the Wealth Management Institute, Singapore, Member of the Board of Next50 Limited, Singapore, Member of the Board of Medico Suites (S) Pte Ltd, Member of a sub-committee of the Singapore Ministry of Finances Committee on the Future Economy, Member of the Financial Centre Advisory Panel of the Monetary Authority of Singapore, Council member of the Asian Bureau of Finance and Economic Research, Trustee of the Cultural Matching Fund, Singapore, Member of University of Torontos International Leadership Council for Asia, Masters degree, law, University of Milan, LL.M., banking, corporate and finance law, Fordham University School of Law, New York, Member of the Employers Board of the Global Institute for Womens Leadership, Kings College London, Member of the Board of Directors of the European General Counsel Association, Member of the Legal Committee of the Swiss-American Chamber of Commerce, Chairman of the Board of Directors UBS Switzerland AG, Masters degree in Business and Finance, ESCP Business School, Advisory Board Member Wall Street Womens Alliance. below. 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, 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). 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. or authorization will not be renewed in the ordinary course. upon and in conformity with information concerning the Agent and furnished in writing by or on behalf of the Agent expressly for use in the Registration Statement or the Prospectus (it being understood that such information consists solely of the Recognition of the U.S. Special Resolution Regimes.