sources as agreed upon by the Company and the Agent. Bloomberg Business of Sports lets you follow the money in the world of sports, reporting on trades, salaries, endorsements, contracts and collective bargaining. The Group CDIO organization consists of the Group Technology teams and Group Corporate Services. its subsidiaries or (iii)result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i)and (iii) above, for Representation Date), as follows: (a) The Registration Statement was declared effective by the Commission not earlier 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, Terms Agreement, as the case may be, in all material respects. hereto or thereto as the case may be. 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 send to its shareholders or shall from time to time publish or publicly disseminate and (ii)copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the Commission, and to furnish to the Agent from time to time during the Term such other information as the the solicitation by the Agent, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been its subsidiaries or necessary for the conduct of their respective businesses as currently conducted and (B)own or possess adequate rights to use, or has the ability to obtain on 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 Agreement, the terms of such Terms Agreement shall control. Companys ability to record, process, summarize and report financial information; and (ii)any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal controls Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. (c) The Agent, as agent in any Agency Transaction, hereby covenants and agrees not to make any sales of the Shares on behalf of the on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report. The subsidiaries are identified by their individual names. Mr. Estey joined Alfred Bunting and Company as an institutional equity salesperson in 1980 after working at A.E. Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are in Before joining UBS, Ms. Youngwood was CFO for JPMorgan Chase Consumer & Community Banking. 16. cashless exercises or settlements) of stock options or restricted stock units, or the award of stock options or restricted stock units in the ordinary course of business pursuant to the Companys equity plans that are described in 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 (x) The Company is not and, immediately after giving effect to the offering and sale of the Shares and the application of the net proceeds During his time as CEO of ING, he steered the bank to profitability after the financial crisis and supported the firms digital transformation. The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the 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, Agent. (dd) The Company and its subsidiaries maintain an effective system of disclosure President Personal & Corporate Banking and President UBS Switzerland, UBS Group AG, President of the Executive Board, UBS Switzerland AG, Group COO of UBS and President of the Executive Board, UBS Business Solutions AG, Head Private Clients Region Zurich, Credit Suisse, President Global Wealth Management and President UBS Europe, Middle East and Africa. Customized solutions for North American subsidiaries of Swiss corporations. Nor is it certain that the $400 million was meant to acquire Dominion Voting Systems. 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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. of its clients, as well as other information that will allow the Agent to properly identify its clients. The products, services, information and/or materials contained within these web pages may not be available for residents of certain jurisdictions. business or entity and its consolidated subsidiaries (if any) and the related notes thereto included or incorporated by reference in the Registration Statement or the Prospectus comply in all material respects with the applicable requirements of the 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 (vii)there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the PBGC or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be counsel reasonably satisfactory to the Indemnified Person; (iii)the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the 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 UBS Group AG lessened its stake in shares of SPDR Dow Jones International Real Estate ETF (NYSEARCA:RWX - Get Rating) by 33.0% in the third quarter, according to the company in its most recent . All disclosures contained in the Registration Statement and the Prospectus regarding non-GAAP financial may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such investigations, 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 requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the 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 so-called Donetsk Peoples Republic, or the so-called Luhansk Peoples Republic or any other Covered Region of Ukraine identified pursuant to Executive Order (u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the Before joining UBS, he used his expertise and skills as Chief Risk & Financial Officer at FMS Wertmanagement. 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 There is no pending or threatened action, suit, proceeding or claim by the Company or For example, NTD News notes in a Dec. 11, 2020 story that: The subsidiary is closely linked to UBS's Beijing-based joint venture. The Companys auditors and the Audit Committee of the Board of Directors of the Indemnified Person as a result of such losses, claims, damages or liabilities (i)in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Agent, on the other, from the offering of Conditions of the Agents Obligation. 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 (n) Neither the Company nor any of its subsidiaries (other than the certify, pursuant to those certain Distribution Agreements dated February28, 2023 (the Distribution Agreements) between the Company and each of J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities President Investment Bank, UBS Group AG and UBS AG, Global Head of Equity Trading, AllianceBernstein, Co-Head of Global Equities, Deutsche Bank, Head of North American Equities, Deutsche Bank, Head of North American Trading, Morgan Stanley, President Personal & Corporate Banking and President UBS Switzerland, Nationality:Swiss and German |Year of birth:1965. The document offers a brief professional biography: Mr. Luo is a graduate of Hunan University in China. issue and sell through the Agent, and the Agent shall not be obligated to place, the Shares proposed to be sold pursuant to such Agency Transaction on such Offering Date, unless the Company and the Agent otherwise agree in writing. Nothing in this Agreement or any Terms Agreement is intended or shall Counterparts may be delivered via 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. QuantumScape Corporation, a Delaware 21. threatening of any proceeding for that purpose, pursuant to Section8A of the Act; (iii)of the suspension of the qualification of the Shares for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding the Company shall calculate the average daily trading volume (as defined under ADTV by Rule 100 of Regulation M under the Exchange Act) of the ClassA Common Stock based on market data provided by Bloomberg L.P. or such other 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 agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (o) The execution, delivery and performance by the Company of this Agreement and any Terms customer, governmental entity or the media of any such event with regard to any material data breach; (v) The Company and each of its solicitation of an offer to buy, or any sales of Shares pursuant to any At the Market Offering (as defined herein and within the meaning of Rule 415(a)(4) under the 1933 Act) shall only be effected by or through the Agent or an Alternative Agent. (n) Unless the Company has given written notice to the Agent that the Company has suspended activity under this Agreement and there are no Exchange Act, the Company will provide the Agent, at the Agents request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions of counsel, accountants letters and officers certificates In 2014, UBS increased its ownership from 20% to 24.9% by buying out International Finance Corp.'s shares. businesses; and (3)have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Resolution Regime if this Agreement or any Terms Agreement were governed by the laws of the United States or a state of the United States. of such Shares by the Agent. Mr. Nardone is a principal and has been a member of the Board of Directors of Fortress Investment Group LLC since November 2006. . 2. None of the following events has occurred or is reasonably likely to occur: (x)a material increase in the aggregate amount of contributions required to be made to all Each of the provisions of the Distribution Agreement not specifically related to Learn more about Mailchimp's privacy practices here. force and effect notwithstanding such termination; and (B)the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section4(l)), 9, 13, 14 and 16 of this Agreement with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (as defined below). The Registration Statement or (ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an Earnings Announcement) through and including the Only 26% of high net worth (HNW) Black families invest in stocks. According to U.S. Securities and Exchange Commission (SEC) documents, which can be found here, here, here and here, the U.S.-based UBS Securities LLC bought from Staple Street Capital $200 million of shares in December 2014 and $400 million on October 8, 2020, less than a month before the U.S. presidential election. that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Companys Internet website. The Company does not own or control, directly or indirectly, any otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i)to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to Before joining UBS, she served as Chief Legal Officer & External Affairs at Rio Tinto Group and, before that, as General Counsel. (i) To generally make available to its security holders as soon as reasonably practicable, but not later than 16 months after the first day of (b) Within three Exchange Business Days after the applicable 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. The Agents obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Agent: an officers certificate signed by two officers of the Company (one of whom shall be the Chief Financial There is no known relation between China Media Group Corp. and UBS Securities LLC. Subject to the terms and amendment or amendments to the Registration Statement or the Prospectus as may be necessary to comply with the requirements of Section10(a)(3) of the Act. Common Stock by any of its officers or directors, (ii)during any period in which the Company is, or could be deemed to be, in possession of material non-public information or (iii)at any time from 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. anti-corruption laws. disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii)there are no costs or liabilities IS2005944 UBS 1998 - 2023. case except that the provisions of Section3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect 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 respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority (to the extent that such concepts are applicable in such jurisdiction) 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 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 therein, 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 cashless exercises or settlements) of stock options or restricted stock

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