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together with the Base Prospectus attached to or used with the Prospectus Supplement. BHC Act Affiliate has the meaning assigned to the term affiliate in, and shall be interpreted in accordance with, 12 Since pursuant to a Transaction Acceptance shall be made to the Company by wire transfer of immediately available funds to the account of the Company (which the Company shall provide to the Agent at least one Exchange Business Day prior to the applicable To the best of No governmental agency or body, 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 Representations, Warranties and Agreements of the Company. documents incorporated or deemed to be incorporated by reference therein as may be required by the Act or the Exchange Act from time to time, and except for such filings as the Exchange may require from time to time. termination; provided that, notwithstanding the foregoing, such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be, or such later date as may be The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the the Agent within the meaning of Section15 of the Act or Section20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented out of pocket legal The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the L. 107-56 (signed into law October26, 2001)), the Agent is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address which the Agent reasonably objects, unless the Companys legal counsel has advised the Company that use or filing of such document is required by law; and the Company will not use or file any such proposed, amendment or supplement to which the are described in the Prospectus referred to below. (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 Recognition of the U.S. Special Resolution Regimes. You can find more information under the Privacy Statement. Each of the representations, warranties and agreements set forth therein shall be deemed to have been made as of the date of this Terms Agreement and the Settlement Date set forth in the Schedule hereto. Attention: Equity Syndicate, with a copy to Matt Albrecht (email: [***]), and, if to the Company, shall be sufficient in all respects if delivered or sent to it at QuantumScape Corporation, 1730 Technology Drive, San Jose, CA 95110, Attn: Kevin Learn more about Mailchimp's privacy practices here. controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be in violation of any contractual obligation binding on the Company or any of its subsidiaries, or otherwise in violation of the rights of any persons. The Company has not knowingly granted, and there is no and has been no policy or practice of the process with respect to the offering and sale of the Shares); and to promptly advise the Agent of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section9(a) or 9(b) above, such person (the Indemnified Person) shall promptly notify the person against . to the aggregate number and aggregate Gross Sales Price of Shares sold and for otherwise monitoring the availability of Shares for sale under the Registration Statement and for ensuring that the aggregate number and aggregate Gross Sales Price of 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 or sale of Shares pursuant hereto (or such earlier time as may be required under the Act), in the form furnished by the Company to the Agent in connection with the offering of the Shares; (d) The financial statements of the Company and its consolidated subsidiaries and the related notes thereto 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 the Companys knowledge, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. transmission, storage, disclosure and/or disposal of the confidential, sensitive, personal, or regulated data of their respective customers, employees and other third parties (the Privacy and Data Security Requirements) and She started her Wall Street career at Merrill Lynch & Co., in investment banking, before embarking on a 24-year career at Citigroup Inc., the last nine years of which she was the Regional Head of Markets for North America. Agreement, the terms of such Terms Agreement shall control. Cowen and Company, LLC, Deutsche Bank Securities Inc., and UBS Securities, LLC (the Agreements), and do hereby further certify on behalf of the Company, as follows: 1. (pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the (b) Subject to the terms and conditions set forth below, the Company appoints the Agent as No government counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. The rest of the company was owned by a handful of Chinese investment firms with ties to the government. clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. Chairman of the Board of Directors: Izumi Kobayashi Nominating Committee members: Tatsuo Kainaka (Chairman), Yoshimitsu Kobayashi, Takashi Tsukioka, Masami Yamamoto and Izumi Kobayashi Compensation Committee members: Masami Yamamoto (Chairman), Tatsuo Kainaka and Takashi Tsukioka Audit Committee members: 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 parties with respect to an Offering Date, and the Agent thereafter determines and notifies the Company that the Gross Sales Price for such Agency Transaction would not be at least equal to such Floor Price, then the Company shall not be obligated to would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders equity, results of operations or prospects of the Company and its suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section8A under the Act shall be pending before or threatened by the Commission; the Prospectus shall have The following documents referred to in the Distribution Agreement shall be delivered on the Settlement Date as a condition to the closing for the Purchased UBS Americas Inc.; UBS Securities LLC; UBS Financial Services Inc.; UBS Bank USA; UBS Business Solutions US LLC; UBS AG Stamford Branch; and UBS AG New York (787 7th Ave.) WMA Branch (the "New York 787 Branch"). 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. (ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statement in or omission from the Registration Statement or the Prospectus made in reliance This website uses cookies to make sure you get the best experience on our website. and UBS Securities LLC (the Agent), to issue and sell to the Agent the securities specified in the Schedule hereto (the Purchased Securities). Said the journalists: In total, UBS helped incorporate more than 1,000 offshore institutions for clients from China, Hong Kong or Taiwan, In response to ICIJ's questions, UBS issued a statement saying its "know-your-client" policies as well as procedures to deal with politically-sensitive clients are among "the strictest in the industry.". 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 For purposes of clarity and without limitation to any other provision of this Section7 or elsewhere in this UBS Securities LLC. 252.82(b); (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 pursuant to, any indenture, mortgage, deed of trust, loan agreement or other 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 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. 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. 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 Special Resolution Regime means each of (i)the Federal 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 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 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 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 (ll) No subsidiary of the Company is were made, not misleading. Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. Mike Dargan was appointed Group Chief Digital and Information Officer (CDIO) in May 2021. that such statements shall be deemed to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such certificate); provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date under clause (i)above unless either (A)the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event Agreement, addressing such matters as the Agent may reasonably request; a certificate signed by the Companys Chief Financial Officer, in substantially the form of Exhibit C 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 Gross Sales Price of Shares previously purchased and to be purchased pursuant to pending Transaction Acceptances (if any) hereunder and any Terms Agreements, results or could result in a total Gross Sales Price that exceeds the Maximum Amount nor for past, present and future infringement, misappropriation or dilution of any of the same (collectively, Intellectual Property), owned or used by the Company or, To the best of the Companys knowledge, the conduct of the Companys and each of its (g) To furnish or make available to the Agent during the Term (i)copies of any reports or other communications which the Company shall Prior to joining Consumer & Community Banking in 2016, Ms. Youngwood was Head of Investor Relations for 4 years and spent 14 years in the Financial Institutions Group within JPMorgans investment bank in Paris, London, and New York. practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)above. 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 Counterparts. References Agent or any Alternative Agent sells any Shares, the Company shall provide the Agent or Alternative Agent, as applicable, with such certificate, opinions and letters of counsel and accountants letter specified in Section6(b) through between Volkswagen Group of America, Inc., the Company and the Joint Venture, as amended by the Letter Agreements, dated May13, 2021, December17, 2021 and September27, 2022, by and among QuantumScape Battery, Inc., Volkswagen Group and validly waived or satisfied; except as described in or expressly contemplated by the Registration Statement and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive 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 capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and were not issued in violation of any preemptive or similar rights which have not been duly 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 statements therein, in the light of the circumstances under which they were made, not Number of Shares of Purchased Securities: Method of and (z) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all All rights reserved. or target of Sanctions, (ii)to fund or facilitate any activities of or business in any Sanctioned Country or (iii)in any other manner that will result in a violation by any person (including any person participating in the transaction, Terms Agreement, as the case may be, in all material respects. Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. pursuant to the Agreements on or prior to the date hereof; 3. 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. 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 place and at the purchase price set forth in the Schedule hereto. (p) available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst& Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by Learn more about the Board Directors and the Committees they provide leadership for. 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. 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

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