obligations pursuant to this Section8(b)(ii), the Company shall be notified promptly in writing. following Exchange Business Day. subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture. material respects and is prepared in accordance with the Commissions rules and guidelines applicable thereto. contribution from any person who was not guilty of such fraudulent misrepresentation. Some board members serve the company in New York and Beijing at the same time. Except as otherwise agreed between the Company and the customer, governmental entity or the media of any such event with regard to any material data breach; (v) The Company and each of its 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 1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its 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, Please consult the sales restrictions relating to the products or services in question for further information. (h) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of 3) Dominion Voting Systems Inc. was founded in Canada in 2003 and incorporated in the United States on July 7, 2009. The Company hereby agrees with the Agent: (a) For so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Act or any In the event that more than one Transaction Acceptance with respect to any 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. From 2019 until September 2022, he was Co-President Global Wealth Management. (k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result (b) Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any 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 (DWAC) or by such other means of delivery as may be agreed to by the Company and the Agent. (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. BrokerCheck - Find a broker, investment or financial advisor (f) The remedies provided for in this (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted Access podcasts delivering insights on critical market developments. 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 . below. The representations and warranties of the Company in the Agreements are true and correct on and as of the date hereof as though made on and Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable 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 Ladies and Gentlemen: QuantumScape Corporation, a Delaware corporation (the . 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. reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i)transactions are executed in Member of the UBS Group Executive Board. waived. sale under the securities or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate as aforesaid (including filing fees and the reasonable legal fees and disbursements of counsel to the Agent in connection Before working for DBS Bank in Singapore, Mr. Koh wasCEOfor Prudential Assurance and Alverdine Pte Ltd, both companies based in Singapore. He became sole President in April 2021. Section412 of the Code or Section302 of ERISA, as applicable, has been satisfied (without taking into account any waiver thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without 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, statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. 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. suit, proceeding or claim to which the Company or any of its subsidiaries is or would be a party, by others challenging the Companys rights or any of its subsidiaries rights in or to any of the Company Intellectual Property. (d) Any termination of this Agreement shall be effective on the date specified in such notice of 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 CFO, Consumer & Community Banking and Diversity & Inclusion, incl. 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 Bloomberg Business of Sports lets you follow the money in the world of sports, reporting on trades, salaries, endorsements, contracts and collective bargaining. 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 Representations, Warranties and Agreements of the Company. 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 Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Date, the Agent shall have received the officers certificates, opinions and negative assurance agreements of any kind relating to the Company Intellectual Property owned or purported to be owned by the Company and any of its subsidiaries (other than the Joint Venture) and, to the Companys knowledge, the Joint Venture, that are required She joined UBS from the Federal Reserve Bank of New York, where she was COO and First Vice President. Member of SIPC. 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 material compliance with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or expected or, to the knowledge of the Company, threatened between the Company or any (b) In the event that the Agent that is a Covered Entity or a BHC Act Affiliate of the Agent becomes subject to a proceeding under a U.S. inaccurate stories, videos or images going viral on the internet. (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 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 He also worked for China's central bank. 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 Act) on or after the initial effective date of the Registration Statement, or the date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, and deemed to be incorporated therein by reference. Mr. Estey joined Alfred Bunting and Company as an institutional equity salesperson in 1980 after working at A.E. Let us know!. from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. Agreement, the terms of such Terms Agreement shall control. export and import of articles or information from and to the United States of America, and all similar laws and regulations of any foreign government regulating the provision of services to parties not of the foreign country or the export and import In accordance with the requirements of the USA Patriot Act (Title III of Pub. (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. During his term as Group Chairman and CEO, the Bank's network expanded from 75 to more than 500 branches and offices globally and its assets increased from $2.8 billion to more than $253 billion through his pursuit of disciplined and sustainable growth. 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. Nothing in this Agreement or any Terms Agreement is intended or shall 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. For purposes of clarity and without limitation to any other provision of this Section7 or elsewhere in this Executive Board - Banco do Brasil RI connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making (n) Unless the Company has given written notice to the Agent that the Company has suspended activity under this Agreement and there are no most influential managing directors. (d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in If the Company is not eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority. The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. together with the Base Prospectus attached to or used with the Prospectus Supplement. (aa) No labor disturbance by or material dispute with employees of the This Agreement and any Terms Agreement may be signed in (b) Within three Exchange Business Days after the applicable 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 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 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. Descriptions of the Material Entities are provided in the Public Section for the 2018 Plan. and the Companys charter and by-laws, a duly authorized committee thereof. the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit Additional Covenants of the Company. 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 material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus or such Terms Agreement. Learn more about Mailchimp's privacy practices here. 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. thereof contained in the Registration Statement and the Prospectus. payment in connection with the offering and sale of the Shares. (i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth 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. 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, 2.1.3. https://www.ubs.com/geb. 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 333-266419) (the registration statement) for the registration of the Shares parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 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 (m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement, as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. She has been involved in landmark financial institution assignments around the globe and has achieved superior results for clients over nearly 20 years. the Registration Statement and the Prospectus, (B)the issuance of shares of capital stock upon the exercise of warrants to purchase shares of the Companys capital stock that are described in the Registration Statement and the Prospectus, (nn) No person has the right to require the Company or any of its subsidiaries to register The Chinese government's decision to allow foreign companies to take up to 51 per cent in securities joint ventures is another important step in the opening up of China's markets. (d) Each Bring-Down Delivery Date, the Company Sabine Keller-Busse was appointed President Personal & Corporate Banking and President UBS Switzerland in 2021, heading the leading Universal Bank in Switzerland. Settlement Date, as though made at and as of each such time (it being understood that such representations, warranties and agreements shall relate to the Registration Statement or the Prospectus as amended and supplemented to the time of such If the Agent elects to terminate its and UBS Securities LLC (the Agent), to issue and sell to the Agent the securities specified in the Schedule hereto (the Purchased Securities). the Act (such transactions are hereinafter referred to as At the Market Offerings) and (B)such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and 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. Barbara Levi has been Group General Counsel since November 2021. (f) Each of the Company and its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their inappropriate due to actual or potential differing interests between them. any officer, general partner, managing member or other authorized representative of the Company or any subsidiary of the Company and delivered to the Agent or to counsel to the Agent pursuant to or in connection with this Agreement or any Terms An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the In his current position, he is responsible at the Group level for compliance and operational risk control, governmental and regulatory affairs, as well as investigations and governance matters. perform its obligations hereunder or thereunder, including the Companys issuance, sale and delivery of the Shares as provided herein and therein; and all corporate action required to be taken for the due and proper authorization, execution and 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 Did China buy Dominion Voting Systems for $400 million in October 2020? The NTD News site further explained in a story posted December 5, 2020: But UBS is not necessarily the eventual buyer in the transaction. 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. 12. Suni Harford was appointed President Asset Management in 2019 and is the Chair of UBS Optimus Foundation. Mr. Khan joined Ernst & Young (EY) in 2001, holding many leadership positions and becoming the youngest ever partner of the firms Swiss arm; when leavingEY, he was lead auditor of UBS. UBS Group AG Acquires 13,763 Shares of Clearfield, Inc. (NASDAQ:CLFD) QuantumScape Corporation, Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated certificate of an officer or officers, general partner, managing member or other authorized representative of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof shall be true and correct in all respects. respect to any differences and (v)interactive data in eXtensible Business Reporting Language (XBRL Data) included or incorporated by reference in the Registration Statement fairly presents the information called for in all Mu Lina, who was a board member of the New York subsidiary, worked as the director of wealth management funds and head of fund operations at UBS Beijing, based on public information. 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. requested that the Chief Financial Officers certificate cover different or additional data as aforesaid, 5(a)(iv) hereof furnished to Agent are true and correct as of such Bring-Down Delivery Date as though made at and as of such date (except statement relating to the Shares, in a form satisfactory to the Agent. There is no Time of sale: [] [a.m./p.m.] Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day There, current and former board members are tied to Chinese communist military and intelligence agencies. 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 Company LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (each, an Alternative Agent, and, collectively, the Alternative Agents; and the Agent and the Alternative Agents, collectively, Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby. certificates, dated as of such Bring-Down Delivery Date and delivered within three Exchange Business Days after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, 21. 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 Agreement shall have the same meanings when used herein. material respects and has been prepared in accordance with the Commissions rules and guidelines applicable thereto. Sarah Youngwoodbecame Group CFO in May 2022. No purchaser of Shares from or through the Agent SEC.gov | UBS Settles Charges Related to Investments in Complex have been derived from the accounting and other records of the Company and its subsidiaries or [unaudited financial statements of ] and [in each case] have been prepared, to the extent applicable, in compliance with the The Company and its subsidiaries (other than the Joint Venture) and, to the Companys Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this Section9(c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its (h) If, at any time during the Term, any event shall occur or condition shall exist as a result of which it is necessary in the reasonable 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 Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). 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 sale and (B)the Agent suspending activity under this program for such period of time as requested by the Company or deemed appropriate by the Agent in light of the proposed sale, (i)offer, pledge, sell, contract to sell, sell any pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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) in connection with the offering or the first foreign bank in China to increase its stake in a local securities joint venture to 51 percent. Our Leadership Board of Directors The Board of Directors of JPMorgan Chase & Co. currently has 11 members. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been

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