11. (collectively, IT Systems) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. UBS Securities LLC operates as the investment banking division of UBS, providing investment and broker-dealer services worldwide. Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the Company), does hereby 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 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. Mu Lina was a board member with China TransInfo, a major surveillance camera producer in China. 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 In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the sale in any jurisdiction, or of the initiation or. The parent company, UBS, does substantial business in China and is partial owner of a China-based firm, UBS Securities Co. Ltd., which did not buy the Staple Street shares. It is headquartered in Denver, CO., with an office in Toronto, Canada. The subsidiaries are identified by their individual names. Nationality: American (US)|Year of birth: 1971. 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 that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business as now conducted. Before joining UBS, Ms. Youngwood was CFO for JPMorgan Chase Consumer & Community Banking. In compliance with the June 24, 2020 guidance of the SECs Division of Trading and Markets and Division of Investment Management, UBS Financial Services Inc. has taken the following steps to deliver regulatory-required documents to client households with mailing addresses in countries to which the United States Postal Service or other non-US postal operators have temporarily suspended international mail service due to the COVID-19 pandemic. 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 or made by the Company on any class of capital stock (other than Staple Street bought Dominion Voting Systems for an undisclosed amount in July 2018. There is no 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 that the Company or any of its. The foregoing sentence shall not apply to (A)Shares offered and sold under The Company and the Agent waive any objection which it may 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 formula pursuant to which such lowest price shall be determined (each, a Floor Price); and. behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii)violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or 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. Board of Directors . (ii)implemented, monitored and have been and are in material compliance with, applicable administrative, technical and physical safeguards and policies and procedures designed to ensure compliance with Privacy and Data Security Requirements. subsidiaries principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. in Rule 405 under the Act. QuantumScape Corporation ClassA Common Stock. In compliance with the June 24, 2020 guidance of the SEC's Division of Trading and Markets and Division of Investment Management, UBS Financial Services Inc. has taken the following steps to deliver regulatory-required documents to client households with mailing addresses in countries to which the United States Postal Service or other non-US . Job Associate Director, UBS Securities LLC. 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. otherwise, cause to be furnished to Agent (A)the written opinion and, if not included in such opinion, negative assurance letter of Wilson Sonsini Goodrich& Rosati, Professional Corporation, counsel to the Company, and the written (c) Waiver of This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon 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 The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a (l) 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 other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by Agent, on the other hand, and the No reason was cited for the purported mass resignation. UBS Securities LLC | Directors And Boards Webinars About Us UBS Securities LLC Submitted by lisedykes on Sat, 06/11/2005 - 09:21 UBS Securities, a division of UBS AG, is a global investment banking firm and wealth manager. Access podcasts delivering insights on critical market developments. group managing director- chairman of the board : munfa, lauren k (crd#:4431011) chief compliance officer : nieto, callum (crd#:6765482) principal operations officer : sanborn, mark wilson (crd#:1805781) managing director : ubs americas holding llc : shareholder : van tassel, james c (crd#:2558212) managing director, us equities research Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). Property owned or purported to be owned by the Company or any of its subsidiaries, except for (A)any retained rights of the owners of Intellectual Property that is licensed to the Company or any of its subsidiaries and (B)the non-exclusive rights of customers, service providers, and strategic and channel partners to use the Company Intellectual Property, under which the Company or any of its subsidiaries have granted valid licenses to Company have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent that such concepts are applicable in such jurisdiction) and are (except, in the case of any foreign are appropriate to give effect to the transactions and circumstances referred to therein. The company, which sells electronic voting hardware and software and operates in 28 states, has been at the center of disproven allegations that its equipment was used to flip votes from President Trump to Joe Biden in the November 3, 2020 presidential election. actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i)there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are Adjustments for Stock Splits. (a) 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. You can rely on our personalized advice, first-class solutions, and extensive wealth management experience. As used herein, (i)the Term shall be the period commencing on the date hereof and ending on the earlier of (x)the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant reference all XBRL Data required to be included therein; and the XBRL Data included or incorporated by reference in the Registration Statement or the documents incorporated by reference therein fairly presents the information called for in all 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. limited liability company agreement and certificate of limited liability company (or similar document), and (iv)with respect to any other entity, its similar organizational documents. 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 Agent shall not be obligated to offer or sell any Shares, (i)during any period in which the Companys insider trading policy, as it may be amended from time to time, would prohibit the purchases or sales of the Companys ClassA (k) The Shares to be issued and sold by the Company hereunder or under the Alternative Number of Shares of Purchased Securities: Method of and 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 However, with regard to UBS Securities LLC (based in New York), three out of four board directors were Chinese nationals. Kathleen B. Lynch Board Member at UBS Americas Holdings LLC; Board Member at Eastman Kodak, Advisory Council Krach Institute for Tech Diplomacy at Purdue University, Advisory Board Member at TiFiPay 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. delivery by it of each of this Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly whom such indemnification may be sought (the Indemnifying Person) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section9 all other applicable laws and regulatory rules or requirements, including the rules of the Exchange and. review, of the public offering of the Shares by FINRA (including filing fees and the reasonable legal fees and disbursements of counsel to the Agent up to $15,000 in connection therewith), (vi) the fees and disbursements of counsel to the Company or upon the exercise of options granted thereunder. relating to any Environmental Laws. Terms Agreement to the contrary, the Company consents to the Agent trading in the ClassA Common Stock for Agents own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this UBS Securities is renowned for brokering deals between. and in the Companys Quarterly Reports on Form 10-Q for the quarters ended and [Insert reference to any subsequent Form 10-Qs and any waived. On or prior to the delivery of a prospectus that is required (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with the offering or sale of the Shares, 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 Special Resolution Regime, Default Rights under this Agreement or any Terms Agreement that may be exercised against the Agent are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Jesse ONeill (telephone Jury Trial. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the 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 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. Except as otherwise set forth in the Registration Statement and the Prospectus, there has been no material loss or unauthorized access, use, disclosure, modification or breach of security of confidential, sensitive, personal, or regulated customer, to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. The Company and its subsidiaries maintain systems of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange But some supporters of President Trump's disproven election vote conspiracies incorrectly attribute the purchase to the Chinese subsidiary, UBS Securities Co, Ltd. Iqbal Khan has been President Global Wealth Management since October 2022 and President UBS EMEA since February 2021. 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 You can find more information under the Privacy Statement. 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 The Company may also offer to Edmund Koh has been President UBS Asia Pacific since 2019. 2. Let us know!. Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby. 18. 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. board of directors or, if permitted by applicable law and the Companys charter and by-laws, a duly authorized committee thereof. Ladies and Gentlemen: QuantumScape Corporation, a Delaware corporation (the . hereto to make such sales and shall set forth the information specified below (each, a Transaction Proposal). (b) Within three Exchange Business Days after the applicable 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 that would not, individually or in the aggregate, have a Material Adverse Effect. as may, from time to time, become standard industry practice for settlement of such a securities issuance or as agreed to by the Company and the Agent) following each Offering Date (each, an Agency Settlement Date). Inc., and UBS Securities, LLC that: I have reviewed the data included as Exhibits A through [D] hereto, which was included in the the Exchange, subject only to notice of issuance on or before the date hereof; resolutions duly adopted by the Companys board of directors, and certified by an officer of the Company, form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission. He became sole President in April 2021. Mr. Bluhm is responsible for the development of the Groups risk management and control framework for various risk categories and implementation of its independent control frameworks. or, in the case of any such prospectus supplement, such shorter period as the Agent may reasonably request or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual Report 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, been timely filed with the Commission under the Act; and all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent and no suspension of the qualification of the Shares for offering or Interacting . Act or the Exchange Act, as applicable, and present fairly in all material respects the consolidated (if applicable) financial position of such entity or business, as the case may be, and its subsidiaries (if any) as of the dates indicated and the Upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein and provided the Company provides the Agent with any due diligence materials and information reasonably requested by the Agent By clicking below to subscribe, you acknowledge that your information will be transferred to Mailchimp for processing. (a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls 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 rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interests of the Company or any of its subsidiaries, nor any contracts, commitments, agreements, understandings https://leadstories.com/hoax-alert/2020/12/fact-check-what-the-china-dominion-and-$400-million-story-is-actually-about.html, Fact Check: Homemade Chemical Mixtures And FDA-Approved Vaccines Are NOT Comparable, Fact Check: U.S. Navy Aircraft Carrier Fleets Were NOT Positioned Off Both U.S. CONSENT OF UBS SECURITIES LLC . (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for (j) This Agreement has been duly authorized, executed and delivered by the Company and any Terms Agreement will have been duly statement relating to the Shares, in a form satisfactory to the Agent. (c) The Incorporated Documents, when they were filed with the Commission (or, if any 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. 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, (b) Submission to Jurisdiction. and negative assurance statements, of Sullivan& Cromwell LLP, counsel to the Agent, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request. 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 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 The Board of Executive Officers is responsible for meeting and enforcing the Bylaws, the resolutions of the General Shareholders' Meeting and the Board of Directors and performing the duties defined by the Board, always observing the principles of good banking technique and good corporate governance practices. 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 (g) Each sale of the Shares to the Agent in a Principal Transaction shall be Notwithstanding any provision of the Distribution Agreement or this the Registration Statement and the Prospectus, (i)trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange, the Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago 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. Group Chief Risk Officer of UBS Group AG and Chief Risk Officer of UBS AG, Spokesman of the Executive Board, FMS Wertmanagement, Chief Risk & Financial Officer, FMS Wertmanagement, Managing Director, Credit Risk Management (Switzerland and Private Banking worldwide), Credit Suisse, Head Credit Risk Management Analytics & Instruments, Credit Suisse, Head of Credit Portfolio Management, Credit Suisse, Head Structured Finance Analytics, Group Credit Portfolio Management, Hypovereinsbank, Group Chief Digital and Information Officer, Nationality:British |Year of birth:1977. Prospectus Supplement or the Prospectus and any similar references shall, unless stated otherwise, include any information incorporated or deemed to be incorporated by reference therein. 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 He spent 11 Years as an executive editor and executive producer at CNN. Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii)above, a Bring-Down Delivery Date), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent Sarah Youngwoodbecame Group CFO in May 2022. (jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company, (b) The Except as otherwise agreed between the Company and the Agent, to pay all costs, expenses, fees and taxes in connection with (i)the preparation and filing of the Registration Statement, the Prospectus, and any amendments or supplements thereto, The Company shall have performed and observed its covenants and other obligations hereunder and/or under any 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 The Company has not knowingly granted, and there is no and has been no policy or practice of the the Company will not offer shares of ClassA Common Stock or any securities convertible into or exchangeable or exercisable for shares of the ClassA Common Stock in a manner in violation of the Act or the Exchange Act; and the Company (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 issue and sell through the Agent, and the Agent shall be obligated to use commercially reasonable efforts, consistent with its normal trading and sales practices and as provided herein and in the applicable Transaction Acceptance, to place Shares any Terms Agreement, the issuance and sale of the Shares, compliance by the Company with the terms of this Agreement or of any Terms Agreement and the consummation of the transactions contemplated by this Agreement or any Terms Agreement, except as Download the UBS SEC Notification to read the entire communication. such Transaction Proposal or setting forth the modified terms for such proposed Agency Transaction as agreed by the Company and the Agent, as the case may be, whereupon such Agency Transaction shall become a binding agreement between the Company and of any Agency Transaction or Terms Agreement, the Company shall (i)indemnify and hold harmless the Agent and its successors and assigns from and against any and all losses, claims, damages, liabilities and expenses arising from or as a result knowledge, the Joint Venture have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets and other confidential information owned, used or held for use by the Company and its Share Your Design Ideas, New JerseysMurphy Defends $10 Billion Rainy Day Fund as States Economy Slows, This Week in Crypto: Ukraine War, Marathon Digital, FTX. Let us know!. Transaction Acceptance to the Company; and (ii)the Registration Statement or the Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the Statement will not constitute a Bring-Down Delivery Date. UBS specifically prohibits the redistribution or reproduction of this communication in whole or in part without the prior written permission of UBS and UBS accepts no liability whatsoever for the actions of third parties in this respect. with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (as defined below). The Company represents Additionally, the Agent is not advising the Company or any other person as to any legal, tax, 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. agreed upon by the Company and the Agent to accommodate a transaction involving additional underwriters), relating to such sale in accordance with Section2(g) of this Agreement (each such transaction being referred to as a Principal