<SEC-DOCUMENT>0001193125-23-054183.txt : 20230228
<SEC-HEADER>0001193125-23-054183.hdr.sgml : 20230228
<ACCEPTANCE-DATETIME>20230228172015
ACCESSION NUMBER:		0001193125-23-054183
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		19
CONFORMED PERIOD OF REPORT:	20230228
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20230228
DATE AS OF CHANGE:		20230228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			QuantumScape Corp
		CENTRAL INDEX KEY:			0001811414
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
		IRS NUMBER:				850796578
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39345
		FILM NUMBER:		23687374

	BUSINESS ADDRESS:	
		STREET 1:		1730 TECHNOLOGY DRIVE
		CITY:			SAN JOSE
		STATE:			CA
		ZIP:			95110
		BUSINESS PHONE:		(408) 452-2000

	MAIL ADDRESS:	
		STREET 1:		1730 TECHNOLOGY DRIVE
		CITY:			SAN JOSE
		STATE:			CA
		ZIP:			95110

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Kensington Capital Acquisition Corp.
		DATE OF NAME CHANGE:	20200505
</SEC-HEADER>
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<td style="width:11%;vertical-align:top" align="left"><span style="font-weight:bold">Item&#160;1.01</span></td>
<td align="left" style="vertical-align:top"> <p style=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;font-weight:bold;text-align:left">Entry into a Material Definitive Agreement. </p></td></tr></table> <p style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On February&#160;28, 2023, in connection with the launch of an &#8220;at the market&#8221; offering program, QuantumScape Corporation (the &#8220;Company&#8221;) entered into separate Distribution Agreements (each a &#8220;Distribution Agreement&#8221; and together the &#8220;Distribution Agreements&#8221;) with J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC (each a &#8220;Sales Agent&#8221; and together the &#8220;Sales Agents&#8221;). Under the Distribution Agreements, the Company may offer and sell its Class&#160;A common stock, par value $0.0001 per share (the &#8220;Common Stock&#8221;), from time to time having an aggregate offering price of up to $400,000,000 (the &#8220;Shares&#8221;) during the term of the Distribution Agreements through the Sales Agents. The Company has filed a prospectus supplement relating to the offer and sale of the Shares pursuant to the Distribution Agreements. The offering and sale of the Shares will be made pursuant to the Company&#8217;s previously filed Registration Statement on Form <span style="white-space:nowrap">S-3</span> (File <span style="white-space:nowrap">No.&#160;333-266419),</span> which was initially filed with the Securities and Exchange Commission (the &#8220;SEC&#8221;) on July&#160;29, 2022 and declared effective by the SEC on August&#160;10, 2022. The Company intends to use the net proceeds from the offering, if any, for working capital and general corporate purposes. </p> <p style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company has up to three years from the date of the Distribution Agreements to sell the Shares thereunder, but is not obligated to sell any such Shares. Under the Distribution Agreements, the Company&#8217;s board of directors will appoint a placement committee that will set the parameters for the potential sale of Shares, including the strategic considerations such as maximum number of Shares to be sold, the time period during which sales are requested to be made and the lowest price, if any, at which Shares are to be sold. Subject to the terms and conditions of the Distribution Agreements, the Sales Agents may sell Shares by any methods deemed to be an &#8220;at the market&#8221; offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made through the New York Stock Exchange or any other trading market for the Common Stock or to or through a market maker. 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Each Distribution Agreement contains representations and warranties that each party to such agreement made to, and solely for the benefit of, the other party to such agreement in the context of all of the terms and conditions of such Distribution Agreement and in the context of the specific relationship between the parties. The provisions of each Distribution Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such Distribution Agreements and are not intended as a document for investors and the public to obtain factual information about the Company&#8217;s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company&#8217;s filings with the SEC. </p> <p style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This Current Report on Form <span style="white-space:nowrap">8-K</span> shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Distribution Agreements, nor shall there be any sale of such Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The legal opinion of Wilson Sonsini Goodrich &amp; Rosati, Professional Corporation relating to the Shares being offered pursuant to the Distribution Agreements is filed as Exhibit 5.1 to this Current Report on Form <span style="white-space:nowrap">8-K.</span> </p>
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<div style="text-align:center"><div style="width:8.5in;text-align:left;margin-left: auto;margin-right: auto">
 <p style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;font-weight:bold">Forward-Looking Statements </p> <p style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Certain information in this Current Report on Form <span style="white-space:nowrap">8-K</span> may be considered &#8220;forward-looking statements,&#8221; within the meaning of Section&#160;27A of the Securities Act of 1933, as amended, and Section&#160;21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the Company&#8217;s sale of Shares under the Distribution Agreements. These forward-looking statements are based on management&#8217;s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements, including due to changes in economic and financial conditions, such as volatility in interest and exchange rates and in the capital or credit markets, and due to other factors discussed in the section titled &#8220;Risk Factors&#8221; in our Annual Report and Quarterly Reports and other documents filed with the SEC from time to time. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements. </p> <p style="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&#160;</p>
<table style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%" cellpadding="0" cellspacing="0">
<tr style="page-break-inside:avoid">
<td style="width:11%;vertical-align:top" align="left"><span style="font-weight:bold">Item&#160;9.01</span></td>
<td align="left" style="vertical-align:top"> <p style=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;font-weight:bold;text-align:left">Financial Statements and Exhibits. </p></td></tr></table> <p style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d) Exhibits. </p> <p style="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&#160;</p>
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<td style="width:92%"></td></tr>
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<td style="vertical-align:bottom;white-space:nowrap" align="center"> <p style="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman;font-weight:bold;text-align:center">Exhibit</p> <p style="margin-top:0pt; margin-bottom:1pt; border-bottom:1.00pt solid #000000; display:inline-block; font-size:8pt; font-family:Times New Roman;font-weight:bold;text-align:center">&#160;&#160;&#160;&#160;No.&#160;&#160;&#160;&#160;</p></td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:bottom;white-space:nowrap"> <p style=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman;font-weight:bold">Description</p></td></tr>


<tr style="font-size:1pt">
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<td style="height:6pt" colspan="2"></td></tr>
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<td style="vertical-align:top;white-space:nowrap">&#160;&#160;1.1#</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d433476dex11.htm">Distribution Agreement, dated February&#160;28, 2023 by and between QuantumScape Corporation and J.P. Morgan Securities LLC. </a></td></tr>
<tr style="font-size:1pt">
<td style="height:6pt"></td>
<td style="height:6pt" colspan="2"></td></tr>
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<td style="vertical-align:top;white-space:nowrap">&#160;&#160;1.2#</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d433476dex12.htm">Distribution Agreement, dated February&#160;28, 2023, by and between QuantumScape Corporation and Cowen and Company, LLC.</a></td></tr>
<tr style="font-size:1pt">
<td style="height:6pt"></td>
<td style="height:6pt" colspan="2"></td></tr>
<tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<td style="vertical-align:top;white-space:nowrap">&#160;&#160;1.3#</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d433476dex13.htm">Distribution Agreement, dated February&#160;28, 2023, by and between QuantumScape Corporation and Deutsche Bank Securities Inc.</a></td></tr>
<tr style="font-size:1pt">
<td style="height:6pt"></td>
<td style="height:6pt" colspan="2"></td></tr>
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<td style="vertical-align:top;white-space:nowrap">&#160;&#160;1.4#</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d433476dex14.htm">Distribution Agreement, dated February&#160;28, 2023, by and between QuantumScape Corporation and UBS Securities LLC.</a></td></tr>
<tr style="font-size:1pt">
<td style="height:6pt"></td>
<td style="height:6pt" colspan="2"></td></tr>
<tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<td style="vertical-align:top;white-space:nowrap">&#160;&#160;5.1</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d433476dex51.htm">Opinion of Wilson Sonsini Goodrich&#160;&amp; Rosati, Professional Corporation.</a></td></tr>
<tr style="font-size:1pt">
<td style="height:6pt"></td>
<td style="height:6pt" colspan="2"></td></tr>
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<td style="vertical-align:top;white-space:nowrap">23.1</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top"><a href="d433476dex51.htm">Consent of Wilson Sonsini Goodrich&#160;&amp; Rosati, Professional Corporation (included in Exhibit 5.1).</a></td></tr>
<tr style="font-size:1pt">
<td style="height:6pt"></td>
<td style="height:6pt" colspan="2"></td></tr>
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<td style="vertical-align:top;white-space:nowrap">104</td>
<td style="vertical-align:bottom">&#160;&#160;</td>
<td style="vertical-align:top">Cover Page Interactive Data File (embedded within the Inline XBRL document).</td></tr>
</table> <p style="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&#160;</p>
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<tr style="page-break-inside:avoid">
<td style="width:2%;vertical-align:top" align="left">#</td>
<td align="left" style="vertical-align:top"> <p style=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:left">Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. </p></td></tr></table>
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 <p style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;font-weight:bold;text-align:center">SIGNATURES </p> <p style="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. </p> <p style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Date: February&#160;28, 2023 </p> <p style="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&#160;</p><div>
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<td style="vertical-align:top" colspan="3"><span style="font-weight:bold">QUANTUMSCAPE CORPORATION</span></td></tr>
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<td style="vertical-align:top">By:</td>
<td style="vertical-align:bottom">&#160;</td>
<td style="vertical-align:bottom"> <p style="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Michael McCarthy</p></td></tr>
<tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<td style="vertical-align:bottom">Name:</td>
<td style="vertical-align:bottom">&#160;</td>
<td style="vertical-align:top">Michael McCarthy</td></tr>
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<td style="vertical-align:top">Title:</td>
<td style="vertical-align:bottom">&#160;</td>
<td style="vertical-align:top"> <p style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Chief Legal Officer and Head of Corporate</p> <p style="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Development</p></td></tr>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.1 </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>DISTRIBUTION AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">February&nbsp;28, 2023 </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">J.P. Morgan Securities
LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">383 Madison Avenue </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10179 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">QuantumScape Corporation, a Delaware
corporation (the &#147;<B>Company</B>&#148;), confirms its agreement with J.P. Morgan Securities LLC, as agent and/or principal under any Terms Agreement (as defined in Section&nbsp;1(a) below) (&#147;<B>you</B>&#148; or the
&#147;<B>Agent</B>&#148;), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this &#147;<B>Agreement</B>&#148;), of
Class&nbsp;A Common Stock, $0.0001 par value per share (the &#147;<B>Class</B><B></B><B>&nbsp;A Common Stock</B>&#148;), of the Company on the terms set forth in Section&nbsp;1 of this Agreement. Such shares are hereinafter collectively referred to
as the &#147;<B>Shares</B>&#148; and are described in the Prospectus referred to below. On the date hereof, the Company has entered into additional distribution agreements substantially similar to this Agreement (the &#147;<B>Alternative
Agreements</B>&#148;) with each of Cowen and Company, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC (each, an &#147;<B>Alternative</B> <B>Agent</B>,&#148; and, collectively, the &#147;<B>Alternative Agents</B>&#148;; and the Agent and
the Alternative Agents, collectively, the &#147;<B>Agents</B>&#148;). The aggregate Gross Sales Price (as defined in Section&nbsp;2(b) below) of the Shares that may be sold collectively pursuant to this Agreement and the Alternative Agreements shall
not exceed an aggregate of $400,000,000<B> </B>(the &#147;<B>Maximum Amount</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The Company has filed with the U.S. Securities
and Exchange Commission (the &#147;<B>Commission</B>&#148;) a registration statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> (No. <FONT STYLE="white-space:nowrap">333-266419)</FONT> (the &#147;<B>registration statement</B>&#148;) for the
registration of the Shares and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the &#147;<B>Act</B>&#148;); and such registration statement sets
forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. Except where the context otherwise requires, &#147;<B>Registration Statement</B>,&#148; as used
herein, means the registration statement, as amended at the time of such registration statement&#146;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Agent, including (1)&nbsp;all documents filed as a part
thereof or incorporated or deemed to be incorporated by reference therein and (2)&nbsp;any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such
information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. &#147;<B>Base Prospectus</B>&#148; means the prospectus dated August&nbsp;10, 2022 filed as part of the
Registration Statement, including the documents incorporated by reference therein as of the date of such prospectus; &#147;<B>Prospectus Supplement</B>&#148; means the most recent prospectus supplement relating to the Shares, to be filed by the
Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date of its first use in connection with a public offering </P> <P STYLE="font-size:18pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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; &#147;<B>Prospectus</B>&#148; means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of
Section&nbsp;4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b)) together with the Base Prospectus attached to or used with the Prospectus Supplement. Any reference herein to the Registration Statement, the Base
Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#147;<B>Incorporated
Documents</B>&#148;), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms &#147;amend,&#148; &#147;amendment&#148; or &#147;supplement&#148;
with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the 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 &#147;<B>Exchange Act</B>&#148;) 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. References in this Agreement to financial statements or other information that is &#147;contained,&#148; &#147;included,&#148; &#147;described,&#148; &#147;set
forth&#148; or &#147;provided&#148; in the Registration Statement, the Base Prospectus, the 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company and the Agent agree as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Issuance and Sale</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) 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 necessary for the Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company,
the Company and the Agent shall enter into an agreement in accordance with Section&nbsp;2 hereof regarding the number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each
such transaction being referred to as an &#147;<B>Agency Transaction</B>&#148;). The Company may also offer to sell the Shares directly to the Agent, as principal, in which event such parties shall enter into a separate agreement (each, a
&#147;<B>Terms Agreement</B>&#148;) in substantially the form of Exhibit A hereto (with such changes thereto as may be agreed upon by the Company and the Agent to accommodate a transaction involving additional underwriters), relating to such sale in
accordance with Section&nbsp;2(g) of this Agreement (each such transaction being referred to as a &#147;<B>Principal Transaction</B>&#148;). As used herein, (i)&nbsp;the &#147;<B>Term</B>&#148; shall be the period commencing on the date hereof and
ending on the earlier of (x)&nbsp;the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant to this Agreement, the Alternative Agreements, any Terms Agreements and any &#147;Terms Agreement,&#148; as defined under and
entered into pursuant to any Alternative Agreement (an &#147;<B>Alternative Terms Agreement</B>&#148;), is equal to the Maximum Amount<B> </B>and (y)&nbsp;any termination of this Agreement pursuant to Section&nbsp;8, (ii) an &#147;<B>Exchange
Business Day</B>&#148; means any day during the Term that is a trading day for the Exchange other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) &#147;<B>Exchange</B>&#148;
means the New York Stock Exchange. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Subject to the terms and conditions set forth below, the Company appoints the Agent as
agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance
with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (as defined below). Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. The Company shall be obligated to
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
only if and when the Company makes a Transaction Proposal to the Agent related to such an Agency Transaction and a Transaction Acceptance related to such Agency Transaction has been delivered to the Company by the Agent as provided in Section&nbsp;2
below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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 Company pursuant to this Agreement other than (A)&nbsp;in transactions that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act and meet the definition of an &#147;at the market offering&#148; under Rule 415(a)(4)
under the Act (such transactions are hereinafter referred to as &#147;<B>At the Market Offerings</B>&#148;) and (B)&nbsp;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 the Agent in writing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will
confirm in writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section&nbsp;2(b) below) no later than the opening of trading on the
immediately following Exchange Business Day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant
to the terms of any Agency Transaction or Terms Agreement, the Company shall (i)&nbsp;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 of such default by the Company and (ii)&nbsp;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 Section&nbsp;2(b) below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The Company acknowledges and agrees that (i)&nbsp;there can be no assurance that the Agent will be successful in selling the Shares,
(ii)&nbsp;the Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal
trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (iii)&nbsp;the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this
Agreement, except as may otherwise be specifically agreed by the Agent and the Company in a Terms Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) The Company agrees that, during the term of this Agreement, any offer to sell, any
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.
The Company further agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company pursuant to this Agreement or the Alternative Agreements shall only be effected by or through only one of the Agents on any
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Transaction Acceptances and Terms Agreements</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company may, from time to time during the Term, propose to the Agent that they enter into an Agency Transaction to be executed on a
specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A
hereto to make such sales and shall set forth the information specified below (each, a &#147;<B>Transaction Proposal</B>&#148;). If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to
modified terms for such proposed Agency Transaction, then the Agent shall promptly deliver to the Company by email a notice (each, a &#147;<B>Transaction Acceptance</B>&#148;) confirming the terms of such proposed Agency Transaction as set forth in
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
the Agent. Each Transaction Proposal shall specify: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold
(each, an &#147;<B>Offering Date</B>&#148;); </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the maximum number of Shares to be sold by the Agent (the &#147;<B>Specified Number of Shares</B>&#148;) on, or
over the course of, such Offering Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant Transaction Acceptance; and; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the lowest price, if any, at which the Company is willing to sell Shares on each such Offering Date or a
formula pursuant to which such lowest price shall be determined (each, a &#147;<B>Floor Price</B>&#148;); and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">if other than 3.0% of the Gross Sales Price, the Agent&#146;s discount or commission. </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">A Transaction Proposal shall not set forth a Specified Number of Shares that, when added to the aggregate number or aggregate
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
shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Company&#146;s board of directors or, if permitted by applicable law </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">
and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof. The Company shall have responsibility for maintaining records with respect
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
Shares offered and sold does not exceed, and the price at which any Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum price authorized from time to time by the Company&#146;s
board of directors or, if permitted by applicable law and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof. In the event that more than one Transaction Acceptance with respect to any
Offering Date(s) is delivered by the Agent to the Company, the latest Transaction Acceptance shall govern any sales of Shares for the relevant Offering Date(s), except to the extent of any action occurring pursuant to a prior Transaction Acceptance
and prior to the delivery to the Company of the latest Transaction Acceptance. The Company or the Agent may, upon notice to the other such party by telephone (confirmed promptly by <FONT STYLE="white-space:nowrap">e-mail),</FONT> suspend or
terminate the offering of the Shares pursuant to Agency Transactions for any reason; <I>provided</I>, <I>however</I>, that such suspension or termination shall not affect or impair the parties&#146; respective obligations with respect to the Shares
sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Notwithstanding the foregoing, if the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Offering Date,
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,
as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The
Offering Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance. Except as otherwise agreed between the Company and the
Agent, the Agent&#146;s commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%,<B> </B>of the actual sales price of such Shares (the &#147;<B>Gross Sales Price</B>&#148;), which
commission shall be as set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance; <I>provided</I>, <I>however</I>, that such commission shall not apply when the Agent acts as principal, in which case such commission or
a discount shall be set forth in the applicable Terms Agreement. The Gross Sales Price less the Agent&#146;s commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or
self-regulatory organization in respect of the sale of the applicable Shares is referred to herein at the &#147;<B>Net Sales Price</B>.&#148; Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares in an Agency
Transaction that would constitute a &#147;distribution,&#148; within the meaning of Rule 100 of Regulation M under the Exchange Act or a &#147;block&#148; within the meaning of Rule <FONT STYLE="white-space:nowrap">10b-18(a)(5)</FONT> under the
Exchange Act, the Company will provide the Agent, at the Agent&#146;s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions of counsel, accountants&#146; letters and officers&#146; certificates
pursuant to Section&nbsp;5(a) hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with
respect to such transaction. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) Payment of the Net Sales Price for Shares sold by the Company on any Offering Date
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
Agency Settlement Date (as defined below)) against delivery of such Shares to the Agent&#146;s account, or an account of the Agent&#146;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#147;<B>DWAC</B>&#148;) or by such other means of delivery as may be agreed to by the Company and the Agent. Such payment and delivery shall be made at or about 10:00 a.m. (New York City time) on the second Exchange Business Day (or such other day
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 &#147;<B>Agency Settlement Date</B>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
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
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are
not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Acceptance or any Terms Agreement shall be suspended until that or other exemptive provisions have been
satisfied in the judgment of each party. 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,
the Company shall calculate the average daily trading volume (as defined under &#147;<B>ADTV</B>&#148; by Rule 100 of Regulation M under the Exchange Act) of the Class&nbsp;A Common Stock based on market data provided by Bloomberg L.P. or such other
sources as agreed upon by the Company and the Agent. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(f)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth
in Section&nbsp;2(a) of this Agreement to the Agent in a Principal Transaction, it will notify the Agent of the proposed terms of the Principal Transaction. If the Agent, acting as principal, wishes to accept such proposed terms (which it may
decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Company and the Agent shall enter into a Terms Agreement setting forth the terms of such Principal Transaction.
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">(ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the
Agent unless and until the Company and the Agent have each executed and delivered such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms
Agreement, the terms of such Terms Agreement shall control. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) Each sale of the Shares to the Agent in a Principal Transaction shall be
made in accordance with the terms of this Agreement and a Terms Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering
of such Shares by the Agent. 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
subject to the terms and conditions set forth, in this Agreement and such Terms Agreement. Any such Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such
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 &#147;<B>Principal
Settlement Date</B>&#148;; and, together with any Agency Settlement Date, a &#147;<B>Settlement Date</B>&#148;) and place of delivery of and payment for such Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any
Shares pursuant to this Agreement (whether in an Agency Transaction or a Principal Transaction) and, by notice to the Agent given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Shares, and the
Agent shall not be obligated to offer or sell any Shares, (i)&nbsp;during any period in which the Company&#146;s insider trading policy, as it may be amended from time to time, would prohibit the purchases or sales of the Company&#146;s Class&nbsp;A
Common Stock by any of its officers or directors, (ii)&nbsp;during any period in which the Company is, or could be deemed to be, in possession of material <FONT STYLE="white-space:nowrap">non-public</FONT> information or (iii)&nbsp;at any time from
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 &#147;<B>Earnings Announcement</B>&#148;) through and including the
time that is 24 hours after the time that the Company files a Quarterly Report on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> or an Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> that includes consolidated financial
statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.<B> </B>Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and 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
or net sales price in excess of the number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement and any Terms Agreement, in each case by the Company&#146;s board of
directors or, if permitted by applicable law and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the
Exchange, or in excess of the number or amount of Shares available for issuance on the Registration Statement or as to which the Company has paid the applicable registration fee, it being understood and agreed by the parties hereto that compliance
with any such limitations shall be the sole responsibility of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Representations, Warranties and Agreements of the Company</U>. The Company represents
and warrants to, and agrees with, the Agent, on and as of (i)&nbsp;the date hereof, (ii)&nbsp;each date on which the Company receives a Transaction Acceptance (the &#147;<B>Time of Acceptance</B>&#148;), (iii) each date on which the Company executes
and delivers a Terms Agreement, (iv)&nbsp;each Time of Sale (as defined in Section&nbsp;3(a)), (v) each Settlement Date and (vi)&nbsp;each Bring-Down Delivery Date (as defined in Section&nbsp;6(b)) (each such date listed in (i)&nbsp;through (vi), a
&#147;<B>Representation Date</B>&#148;), as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Registration Statement was declared effective by the Commission not earlier
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 Section&nbsp;8A of the
Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by
the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the
requirements of the Act; the conditions to the use of Form <FONT STYLE="white-space:nowrap">S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the
offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the
Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not
or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
as of each Representation Date, the Prospectus, as then amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;<I> provided, however, </I>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
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
information specified in Section&nbsp;9(b)). As used herein, &#147;<B>Time of Sale</B>&#148; means (i)&nbsp;with respect to each offering of Shares pursuant to this Agreement, the time of the Agent&#146;s initial entry into contracts with investors
for the sale of such Shares and (ii)&nbsp;with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
&#147;prospectus&#148; (within the meaning of the Act) or used any &#147;prospectus&#148; (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus. The Company represents and
agrees that it has not made and will not make any offer relating to the Shares that would constitute an &#147;issuer free writing prospectus&#148; (as defined in Rule 433 under the Act) or that would otherwise constitute a &#147;free writing
prospectus&#148; (as defined in Rule 405 under the Act). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
The Company has paid the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) The Incorporated Documents, when they were filed with the Commission (or, if any 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 a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed during the Term and incorporated by reference in the Registration
Statement or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and will not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) The financial statements of the Company and its consolidated subsidiaries 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 and the Exchange Act, as applicable, and present fairly in all material respects the consolidated financial
position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; the financial statements of any other 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 results of its or their,
as the case may be, operations and the changes in its or their, as the case may be, cash flows for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles
(&#147;GAAP&#148;) applied on a consistent basis throughout the periods covered thereby except as may be expressly stated in the related notes thereto, and all supporting schedules to such financial statements included or incorporated by reference
in the Registration Statement fairly present in all material respects the information required to be stated therein. Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement or the
Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, present fairly in all material respects the information shown therein, have been prepared in accordance with the
Commission&#146;s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement and the Prospectus regarding <FONT STYLE="white-space:nowrap">&#147;non-GAAP</FONT> financial
measures&#148; (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 <FONT STYLE="white-space:nowrap">S-K</FONT> of the Act, to the extent applicable. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) Since the respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (i)&nbsp;there has not been any material change in the capital stock (other than as a result of (A)&nbsp;the exercise or settlement (including any &#147;net&#148; or
&#147;cashless&#148; 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 Company&#146;s equity plans that are described in
the Registration Statement and the Prospectus, (B)&nbsp;the issuance of shares of capital stock upon the exercise of warrants to purchase shares of the Company&#146;s capital stock that are described in the Registration Statement and the Prospectus,
(C)&nbsp;the repurchase of shares of capital stock upon termination of the holder&#146;s 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 Company&#146;s repurchase, or (D)&nbsp;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 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 regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse
change, in or affecting the business, properties, management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)&nbsp;neither the Company nor any of its
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
taken as a whole; and (iii)&nbsp;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,
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
respective jurisdictions of organization (to the extent that such concepts are applicable in such jurisdiction), are duly qualified as foreign corporations to do business and are in good standing in each jurisdiction in which their respective
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
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)
would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its
subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or any Terms Agreement (a &#147;<B>Material Adverse Effect</B>&#148;). The Company does not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company&#146;s most recent Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> incorporated by reference in the Registration Statement.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) (i) QSV Operations LLC, the Company&#146;s joint venture with Volkswagen Group of
America, Inc. (the &#147;<B>Joint Venture</B>&#148;) has not commenced operations, does not have any employees and has not entered into any agreements, other than that certain Amended and Restated Joint Venture Agreement, dated May&nbsp;14, 2020,
between Volkswagen Group of America, Inc., the Company and the Joint Venture, as amended by the Letter Agreements, dated May&nbsp;13, 2021, December&nbsp;17, 2021 and September&nbsp;27, 2022, by and among QuantumScape Battery, Inc., Volkswagen Group
of America, Inc., Volkswagen Group of America Investments, LLC and the Joint Venture, and related ancillary agreements entered into as of such dates; (ii)&nbsp;the Joint Venture has incurred no material liabilities, is not subject to any legal
actions or claims and has not violated and is not in violation of any laws, and (iii)&nbsp;except as disclosed in the Registration Statement and the Prospectus, no event or series of events has occurred relating to the Joint Venture that,
individually or in the aggregate, would reasonably be expected to materially impair the conduct of the Company&#146;s or its subsidiaries&#146; businesses as currently conducted and as proposed to be conducted. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of
capital stock of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> and were not issued in violation of any preemptive or similar rights which have not been duly
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, <FONT STYLE="white-space:nowrap">pre-emptive</FONT>
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
or arrangements of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and the capital stock of the Company conforms
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
Company have been duly and validly authorized and issued, are fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> (to the extent that such concepts are applicable in such jurisdiction) and are (except, in the case of any foreign
subsidiary, for directors&#146; qualifying shares, with respect to any equity interests of the Joint Venture owned by Volkswagen Group of America, Inc. and except as otherwise described in the Registration Statement and the Prospectus), owned
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) With respect to the stock options (the &#147;<B>Stock Options</B>&#148;) granted pursuant to the stock-based compensation plans of the
Company and its subsidiaries (the &#147;<B>Company Stock Plan</B>s&#148;), (i) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the &#147;<B>Grant
Date</B>&#148;) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of
votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)&nbsp;each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and
all other applicable laws and regulatory rules or requirements, including the rules of the Exchange and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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any other exchange on which Company securities are traded, and (iii)&nbsp;each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related
notes) of the Company and disclosed in the Company&#146;s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the
Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or
prospects. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j) This Agreement has been duly authorized, executed and delivered by the Company and any Terms Agreement will have been duly
authorized, executed and delivered by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) The Shares to be issued and sold by the Company hereunder or under the Alternative
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
paid and nonassessable and will conform to the description thereof in the Registration Statement and the Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or similar rights except such as have been
waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and
perform its obligations hereunder or thereunder, including the Company&#146;s 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
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
and validly authorized). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description
thereof contained in the Registration Statement and the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(n) Neither the Company nor any of its subsidiaries (other than the
Joint Venture), nor to the Company&#146;s knowledge, the Joint Venture is (i)&nbsp;in violation of its charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> or other Organizational Documents (as defined below); (ii)&nbsp;in default, and no
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
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
(iii)&nbsp;in 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 (ii)&nbsp;and (iii) above, for any such default or violation
that would not, individually or in the aggregate, have a Material Adverse Effect. As used herein, the term &#147;<B>Organizational Documents</B>&#148; means, (i)&nbsp;with respect to a corporation, its charter and
<FONT STYLE="white-space:nowrap">by-laws,</FONT> (ii)&nbsp;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
limited liability company agreement and certificate of limited liability company (or similar document), and (iv)&nbsp;with respect to any other entity, its similar organizational documents. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(o) The execution, delivery and performance by the Company of this Agreement and any Terms
Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)&nbsp;conflict with or
result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries
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
property or assets of the Company or any of its subsidiaries is subject, (ii)&nbsp;result in any violation of the provisions of the charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> or other Organizational Documents of the Company or any of
its subsidiaries or (iii)&nbsp;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)&nbsp;and (iii) above, for
any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(p) No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or
regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or 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 have been made or obtained, except as may be required by and made in accordance with or obtained under state securities laws or
regulations, and except for any amendments or supplements to the Registration Statement or the Prospectus or any 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(q) Except as described in the Registration Statement
and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property
of the Company or any of its subsidiaries is or, to the knowledge of the Company, 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, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i)&nbsp;there are no current or
pending legal, governmental or regulatory actions, suits or proceedings that are required under the Act or the Exchange Act to be described in the Registration Statement or the Prospectus or any document incorporated by reference therein that are
not so described as required and (ii)&nbsp;there are no statutes, regulations or contracts or other documents that are required under the Act or the Exchange Act to be filed as exhibits to the Registration Statement or any document incorporated by
reference therein or described in the Registration Statement or the Prospectus or any document incorporated by reference therein that are not so filed as exhibits or so described as required. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP, whose report on the consolidated financial statements of the
Company and its consolidated subsidiaries is included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the
applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (&#147;<B>PCAOB</B>&#148;) and as required by the Act. Each other independent registered public accounting firm, if any, that has certified
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
appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(s) (i)&nbsp;The Company and its subsidiaries do not own any real property. Except as otherwise set forth in the Registration Statement and
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 whole (other than with respect to Intellectual Property (as defined below), title to which is addressed exclusively in subsection (t)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except
those that (i)&nbsp;do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and (ii)&nbsp;could not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(t) </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company and each of its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge,
the Joint Venture, (A)&nbsp;own or possess adequate rights to use all: patents (together with any reissues, continuations, <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">continuations-in-part,</FONT></FONT> divisions, renewals,
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
registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and applications
therefor; licenses; trade secrets, <FONT STYLE="white-space:nowrap">know-how</FONT> and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and
inventions and any other information meeting the definition of a trade secret under the Uniform Trade Secrets Act or similar laws (&#147;<B>Trade Secrets</B>&#148;) and other technology and intellectual property rights, including the right to sue
for past, present and future infringement, misappropriation or dilution of any of the same (collectively, &#147;<B>Intellectual Property</B>&#148;), owned or used by the Company or </P></TD></TR></TABLE>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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its subsidiaries or necessary for the conduct of their respective businesses as currently conducted and (B)&nbsp;own or possess adequate rights to use, or has the ability to obtain on
commercially reasonable terms that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, sufficient legal rights to all Intellectual Property necessary for the conduct of their respective businesses
as currently proposed to be conducted ((A) and (B)&nbsp;collectively, the &#147;<B>Company</B> <B>Intellectual Property</B>&#148;). The Company or its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint
Venture, exclusively own all Company Intellectual Property purported to be owned by the Company or its subsidiaries that is material to their respective businesses as currently conducted or currently proposed to be conducted. </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">To the best of the Company&#146;s knowledge, the conduct of the Company&#146;s and each of its
subsidiaries&#146; respective businesses have not violated, infringed, misappropriated or conflicted with, and will not violate, infringe, misappropriate or conflict with, in any material respect, any Intellectual Property rights of others. Since
November&nbsp;25, 2020, the Company, its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture have not received, and prior to November&nbsp;25, 2020, QuantumScape Corporation (for the avoidance of
doubt, prior to its business combination with Kensington Capital Acquisition Corp.), its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture did not receive, any notice of any material claim of
infringement, misappropriation or conflict with any such rights of others. To the best of the Company&#146;s knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual
Property owned or purported to be owned by the Company or any of its subsidiaries, except for (A)&nbsp;any retained rights of the owners of Intellectual Property that is licensed to the Company or any of its subsidiaries and (B)&nbsp;the <FONT
STYLE="white-space:nowrap">non-exclusive</FONT> 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
such customers service providers, and partners, in the ordinary course, consistent with past practice. There is no pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action,
suit, proceeding or claim to which the Company or any of its subsidiaries is or would be a party, by others challenging the Company&#146;s rights or any of its subsidiaries&#146; rights in or to any of the Company Intellectual Property. There is no
material pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the Company
Intellectual Property. There is no pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. There is no pending or threatened action, suit, proceeding or claim by the Company or
any of its subsidiaries that a third party infringes or misappropriates any of the Company Intellectual Property. To the Company&#146;s knowledge, no Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries
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; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company and each of its subsidiaries have taken reasonable steps necessary to secure interests in the
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
<FONT STYLE="white-space:nowrap">non-disclosure</FONT> agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. There are no outstanding options, licenses or binding
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 Company&#146;s knowledge, the Joint Venture, that are required
to be described in the Registration Statement and the Prospectus and are not so described. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture, are not a party to or bound
by any options, licenses or binding agreements with respect to any Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not so described. No government
funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of 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 Company&#146;s knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. No governmental agency or body,
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
Company&#146;s knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. The Company and its subsidiaries (other than the Joint Venture) and, to the Company&#146;s
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
subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture. </P></TD></TR></TABLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the
Company&#146;s knowledge, the Joint Venture, have (i)&nbsp;operated and currently operate their respective businesses in a manner compliant in all material respects with all applicable foreign, federal, state and local laws and regulations, all of
their respective contractual obligations and all applicable Company policies (internal and posted) related to privacy and data security applicable to the Company&#146;s, and its subsidiaries&#146;, collection, use, processing, handling, transfer,
transmission, storage, disclosure and/or disposal of the confidential, sensitive, personal, or regulated data of their respective customers, employees and other third parties (the &#147;Privacy and Data Security Requirements&#148;) and
(ii)&nbsp;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.
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,
employee or third party data maintained by or on behalf of the Company and its subsidiaries, and none of the Company and its subsidiaries has notified, nor has been required to notify pursuant to its Privacy and Data Security Requirements, any
customer, governmental entity or the media of any such event with regard to any material data breach; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(v) The Company and each of its
subsidiaries&#146; (other than the Joint Venture), and, to the Company&#146;s knowledge, the Joint Venture&#146;s, information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases
(collectively, &#147;<B>IT Systems</B>&#148;) 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. To the best of
the Company&#146;s knowledge, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as otherwise set forth in the Registration Statement and the Prospectus
(i)&nbsp;the Company and each of its subsidiaries (other than the Joint Venture), and, to the Company&#146;s knowledge, the Joint Venture, have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to
maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, and (ii)&nbsp;there have been (A)&nbsp;no breaches, violations, outages or unauthorized uses of or
access to same, except for those that have been remedied without material cost or liability, and (B)&nbsp;no material incidents under internal review or investigations relating to the same. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
thereof as described in the Registration Statement or the Prospectus, the Company will not be required to register as an &#147;investment company&#148; within the meaning of the Investment Company Act of 1940, as amended, and the rules and
regulations of the Commission thereunder (collectively, the &#147;<B>Investment Company </B><B>Act</B>&#148;) or an entity &#147;controlled&#148; by an &#147;investment company&#148; within the meaning of the Investment Company Act. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(y) The Company and its subsidiaries have paid all material federal, state, local and
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,
or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(z) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all
declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as
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
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
or authorization will not be renewed in the ordinary course. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(aa) No labor disturbance by or material dispute with employees of the
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
subsidiaries&#146; principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(bb) (i) Except as
described in the Registration Statement and the Prospectus, the Company and its subsidiaries (1)&nbsp;are in compliance with all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions,
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
(collectively, &#147;<B>Environmental Laws</B>&#148;); (2) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective
businesses; and (3)&nbsp;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
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)&nbsp;there are no costs or liabilities
associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (1)&nbsp;and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and (iii)&nbsp;except as described in each of the Registration Statement and the Prospectus, (A)&nbsp;there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its
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)&nbsp;the Company and its
subsidiaries are not aware of any facts or issues regarding </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that 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)&nbsp;none of the Company and its subsidiaries anticipates material capital expenditures
relating to any Environmental Laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(cc) (i) Each employee benefit plan, within the meaning of Section&nbsp;3(3) of the Employee
Retirement Income Security Act of 1974, as amended (&#147;<B>ERISA</B>&#148;), for which the Company or any member of its &#147;<B>Controlled Group</B>&#148; (defined as any organization which is a member of a controlled group of corporations within
the meaning of Section&nbsp;414 of the Code) would have any liability (each, a &#147;<B>Plan</B>&#148;) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but
not limited to ERISA and the Internal Revenue Code of 1986, as amended (the &#147;<B>Code</B>&#148;), except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii)&nbsp;no
prohibited transaction, within the meaning of Section&nbsp;406 of ERISA or Section&nbsp;4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably
be expected to result in a material liability to the Company or its subsidiaries; (iii)&nbsp;for each Plan that is subject to the funding rules of Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA, the minimum funding standard of
Section&nbsp;412 of the Code or Section&nbsp;302 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
taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to
fund such Plan); (v) no &#147;reportable event&#148; (within the meaning of Section&nbsp;4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to
the Company or its subsidiaries; (vi)&nbsp;neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the
Pension Benefit Guaranty Corporation (&#147;<B>PBGC</B>&#148;), in the ordinary course and without default) in respect of a Plan (including a &#147;multiemployer plan&#148;, within the meaning of Section&nbsp;4001(a)(3) of ERISA); and
(vii)&nbsp;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
expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: (x)&nbsp;a material increase in the aggregate amount of contributions required to be made to all
Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries&#146; most recently completed fiscal year; or (y)&nbsp;a
material increase in the Company and its subsidiaries&#146; &#147;accumulated post-retirement benefit obligations&#148; (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company
and its subsidiaries&#146; most recently completed fiscal year. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(dd) The Company and its subsidiaries maintain an effective system of &#147;disclosure
controls and procedures&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13a-15(e)</FONT> 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
disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission&#146;s rules and forms, including controls and procedures
designed to ensure that such information is accumulated and communicated to the Company&#146;s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the
effectiveness of their disclosure controls and procedures as required by Rule <FONT STYLE="white-space:nowrap">13a-15</FONT> of the Exchange Act, and as of December&nbsp;31, 2021 and as of the last day of each of the Company&#146;s fiscal quarters
ended thereafter, such disclosure controls and procedures were effective to perform the functions for which they were established. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ee)
The Company and its subsidiaries maintain systems of &#147;internal control over financial reporting&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13a-15(f)</FONT> of the Exchange Act) that comply with the requirements of the Exchange
Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial
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)&nbsp;transactions are executed in
accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)&nbsp;access to
assets is permitted only in accordance with management&#146;s general or specific authorization; (iv)&nbsp;the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences and (v)&nbsp;interactive data in eXtensible Business Reporting Language (&#147;<B>XBRL Data</B>&#148;) included or incorporated by reference in the Registration Statement fairly presents the information called for in all
material respects and is prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. Based on the Company&#146;s most recent evaluation of its internal controls over financial reporting pursuant to Rule <FONT
STYLE="white-space:nowrap">13a-15(c)</FONT> of the Exchange Act, there are no material weaknesses in the Company&#146;s internal control over financial reporting. The Company&#146;s auditors and the Audit Committee of the Board of Directors of the
Company have been advised of: (i)&nbsp;all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the
Company&#146;s ability to record, process, summarize and report financial information; and (ii)&nbsp;any fraud, whether or not material, that involves management or other employees who have a significant role in the Company&#146;s internal controls
over financial reporting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by
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
material respects and has been prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(gg) Except as would not reasonably be expected to have a Material Adverse Effect, the
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
accordance with customary industry practice for companies of comparable size, market capitalization and stage of business to protect the Company and its subsidiaries and their respective businesses, taken as a whole; and neither the Company nor any
of its subsidiaries has (i)&nbsp;received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii)&nbsp;any reason to believe
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(hh) Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to
the knowledge of the Company, any agent, controlled affiliate or other person &#147;associated with&#148; (as that term is defined in the Bribery Act 2010 of the United Kingdom) or acting on behalf of the Company or any of its subsidiaries has
(i)&nbsp;used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)&nbsp;made or taken an act in furtherance of an offer, promise or authorization of any direct or
indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on
behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii)&nbsp;violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or
regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or
anti-corruption law; or (iv)&nbsp;made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or
improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and
anti-corruption laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with
applicable anti-money laundering laws, including the U.S. criminal anti-money laundering statutes at 18 U.S.C. &#167;&#167; 1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its
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 &#147;Anti-Money Laundering Laws&#148;).
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
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company,
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
enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (&#147;OFAC&#148;) or the U.S. Department of State and including, without
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">21 </P>

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limitation, the designation as a &#147;specially designated national&#148; or &#147;blocked person&#148;), the United Nations Security Council (&#147;UNSC&#148;), the European Union, Her
Majesty&#146;s Treasury (&#147;HMT&#148;) or other relevant sanctions authority (collectively, &#147;Sanctions&#148;), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or
target of Sanctions, including, without limitation, <FONT STYLE="white-space:nowrap">the&nbsp;non-government&nbsp;controlled</FONT> areas of the&nbsp;Zaporizhzhia&nbsp;and&nbsp;Kherson&nbsp;Regions of Ukraine, the
<FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#146;s Republic, or the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#146;s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order
14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a &#147;Sanctioned Country&#148;); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i)&nbsp;to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject
or target of Sanctions, (ii)&nbsp;to fund or facilitate any activities of or business in any Sanctioned Country or (iii)&nbsp;in any other manner that will result in a violation by any person (including any person participating in the transaction,
whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. 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
that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(kk) Each
of the Company and its subsidiaries, and, to the Company&#146;s knowledge, each of their affiliates and any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in
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
of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. The term &#147;<U>Export and Import Laws</U>&#148; means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export
Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services to <FONT STYLE="white-space:nowrap">non-U.S.</FONT> parties or the
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
of articles and information from and to the foreign country to parties not of the foreign country. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ll) No subsidiary of the Company is
currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary&#146;s capital stock, from
repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary&#146;s properties or assets to the Company or any other subsidiary of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(mm) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this
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, finder&#146;s fee or like
payment in connection with the offering and sale of the Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(nn) No person has the right to require the Company or any of its subsidiaries to register
any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the offering, issuance or sale of the Shares except such as have been waived. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or
which has constituted or which would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the
Registration Statement and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(qq) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company&#146;s directors or
officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the &#147;<B>Sarbanes-Oxley Act</B>&#148;), including
Section&nbsp;402 related to loans and Sections 302 and 906 related to certifications. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(rr) No forward-looking statement (within the
meaning of Section&nbsp;27A of the Act and Section&nbsp;21E 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
other than in good faith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ss) Nothing has come to the attention of the Company that has caused the Company to believe that the
statistical and market-related data included in the Registration Statement and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
to official notice of issuance, on the Exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(uu) The Class&nbsp;A Common Stock is an &#147;actively-traded security&#148; excepted
from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(vv) Any certificate signed by
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
Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">4. <U>Certain
Covenants of the Company.</U> The Company hereby agrees with the Agent: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">23 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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 similar rule) in connection with the offering or sale of Shares, before using or filing any amendment or supplement to the Registration Statement or the Prospectus (in each case, other than due to the
filing of an Incorporated Document), to furnish to the Agent a copy of each such amendment or supplement within a reasonable period of time before filing with the Commission or using any such amendment or supplement and the Company will not use or
file any such proposed amendment or supplement to which the Agent reasonably objects, unless the Company&#146;s 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 Agent reasonably objects unless the Company&#146;s legal counsel has advised the Company that use or filing of such document is required by law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the
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
delivered or filed on the Commission&#146;s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (collectively, &#147;<B>EDGAR</B>&#148;)) to the Agent via <FONT STYLE="white-space:nowrap">e-mail</FONT> in
&#147;.pdf&#148; format on such filing date to an <FONT STYLE="white-space:nowrap">e-mail</FONT> account designated by the Agent and, at the Agent&#146;s request, to also furnish copies of the Prospectus, each Prospectus Supplement, any other
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) To file timely all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
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
sale of the Shares, and during such same period to advise the Agent, promptly after the Company receives notice thereof, (i)&nbsp;of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement
to the Prospectus or any amended Prospectus has been filed with the Commission; (ii)&nbsp;of the issuance by the Commission of any stop order or any order preventing or suspending the use of any prospectus relating to the Shares or the initiation or
threatening of any proceeding for that purpose, pursuant to Section&nbsp;8A of the Act; (iii)&nbsp;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
for any such purpose; (iv)&nbsp;of any request by the Commission for the amendment of the Registration Statement or the amendment or supplementation of the Prospectus (in each case including any documents incorporated by reference therein) or for
additional information; (v)&nbsp;of the occurrence of any event as a result of which the Prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or
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)&nbsp;of the receipt by the Company of any notice of objection of the Commission
to the use of the Registration Statement or any post-effective amendment thereto. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) In the event of the issuance of any such stop order or of any such order preventing or
suspending the use of any such prospectus or suspending any such qualification, or of any notice of objection pursuant to Rule&nbsp;401(g)(2) under the Act, to use promptly its commercially reasonable efforts to obtain its withdrawal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities
or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate and to use its reasonable best efforts to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the
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
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
initiation of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) To make available to the Agent at its offices in New York City, without charge, as
soon as reasonably practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Agent, as many copies of the Prospectus and the Prospectus Supplement (or of the Prospectus or Prospectus
Supplement as amended or supplemented if the Company shall have made any amendments or supplements thereto and documents incorporated by reference therein after the effective date of the Registration Statement) as the Agent may reasonably request
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
amendment or amendments to the Registration Statement or the Prospectus as may be necessary to comply with the requirements of Section&nbsp;10(a)(3) of the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) To furnish or make available to the Agent during the Term (i)&nbsp;copies of any reports or other communications which the Company shall
send to its shareholders or shall from time to time publish or publicly disseminate and (ii)&nbsp;copies of all annual, quarterly and current reports filed with the Commission on Forms <FONT STYLE="white-space:nowrap">10-K,</FONT> <FONT
STYLE="white-space:nowrap">10-Q</FONT> and <FONT STYLE="white-space:nowrap">8-K,</FONT> 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
Agent may reasonably request regarding the Company or its subsidiaries, in each case as soon as such reports, communications, documents or information becomes available or promptly upon the request of the Agent, as applicable; provided, however,
that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Company&#146;s Internet website. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
opinion of counsel for the Agent or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such
counsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the Act, in </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
the case of such a determination by counsel to the Company, immediate notice shall be given, and confirmed in writing, to the Agent to cease the solicitation of offers to purchase the Shares in
the Agent&#146;s capacity as agent, and, in either case, the Company will, subject to Section&nbsp;4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Act, the Exchange
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
each fiscal quarter referred to below, an earnings statement (in form complying with the provisions of Section&nbsp;11(a) under the Act and Rule 158 of the Commission promulgated thereunder) covering each twelve-month period beginning, in each case,
not later than the first day of the Company&#146;s fiscal quarter next following each &#147;effective date&#148; (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j) To apply the net proceeds from the sale of the Shares in the manner described in the Prospectus Supplement under the caption &#147;Use of
Proceeds.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result
in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; <I>provided</I> that nothing herein shall prevent
the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course of business. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(l)
Except as otherwise agreed between the Company and the Agent, to pay all costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and filing of the Registration Statement, the Prospectus, and any amendments or supplements thereto,
and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii)&nbsp;the qualification of the Shares for offering and
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
therewith up to $5,000) and the printing and furnishing of copies of any blue sky surveys to the Agent, (iv)&nbsp;the listing of the Shares on the Exchange and any registration thereof under the Exchange Act, (v)&nbsp;any filing for review, and any
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
and of the Company&#146;s independent registered public accounting firm, (vii)&nbsp;the performance of the Company&#146;s other obligations hereunder and under any Terms Agreement and (viii)&nbsp;the reasonable and documented <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses of the Agent, including the reasonable fees and disbursements of counsel to the Agent (other than as specifically provided above) in connection with
this Agreement, which shall not exceed an aggregate of $300,000 for this Agreement and any Alternative Agreement, and ongoing services in connection with the transactions contemplated hereunder, which shall not exceed an aggregate of $25,000 on a
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
sale and marketing of the Shares, and legal costs of the Agent other than as specifically provided above. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">26 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement,
the Company will not offer shares of Class&nbsp;A Common Stock or any securities convertible into or exchangeable or exercisable for shares of the Class&nbsp;A Common Stock in a manner in violation of the Act or the Exchange Act; and the Company
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(n) Unless the Company has given written notice to the Agent that the Company has suspended activity under this Agreement and there are no
pending Agency Transactions or Principal Transactions, the Company will not, without (A)&nbsp;giving the Agent at least three Exchange Business Days&#146; prior written notice specifying the nature of the proposed sale and the date of such proposed
sale<B> </B>and (B)&nbsp;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)&nbsp;offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class&nbsp;A Common Stock or other equity
securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for Class&nbsp;A Common Stock or other equity securities of the Company, or submit to, or file with, the Commission any registration statement
under the Act with respect to any of the foregoing (other than a registration statement on Form <FONT STYLE="white-space:nowrap">S-8</FONT> or post-effective amendment to the Registration Statement), or publicly announce the intention to undertake
any of the foregoing, or (ii)&nbsp;enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Class&nbsp;A Common Stock or other equity securities of the Company, whether any such
transaction described in clause (i)&nbsp;or (ii) above is to be settled by delivery of shares of Class&nbsp;A Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A)&nbsp;Shares offered and sold under
this Agreement, any Alternative Agreement, any Terms Agreement or Any Alternative Terms Agreement or (B)&nbsp;securities issued pursuant to any of the Company&#146;s equity incentive plans described in the Registration Statement and the Prospectus
or upon the exercise of options granted thereunder. Any <FONT STYLE="white-space:nowrap">lock-up</FONT> provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(o) The Company will use commercially reasonable efforts to cause the Shares to be listed on the Exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(p) The Company consents to the Agent trading in the Class&nbsp;A Common Stock for the Agent&#146;s own account and for the account of its
clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(q) If immediately prior to the third anniversary (the &#147;<B>Renewal Deadline</B>&#148;)
of the initial effective date of the Registration Statement, the aggregate Gross Sales Price of Shares sold by the Company pursuant to this Agreement, any Terms Agreements, the Alternative Agreements and any Alternative Terms Agreement, in the
aggregate, is less than the Maximum Amount and this Agreement has not expired or been terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, an automatic shelf registration
statement relating to the Shares, in a form satisfactory to the Agent. 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
registration statement relating to the Shares, in a form satisfactory to the Agent, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all
other action necessary or appropriate to permit the issuance and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. References herein to the Registration Statement shall include such new
automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>Execution of Agreement</U>.
The Agent&#146;s 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: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) the Company shall have delivered to the Agent: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">an officers&#146; certificate signed by two officers of the Company (one of whom shall be the Chief Financial
Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">an opinion and a negative assurance letter of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, Professional
Corporation, counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form and substance satisfactory to the Agent; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a &#147;comfort&#148; letter from Ernst&nbsp;&amp; Young LLP, addressed to the Agent and dated the date of this
Agreement, addressing such matters as the Agent may reasonably request; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a certificate signed by the Company&#146;s Chief Financial Officer, in substantially the form of Exhibit C
hereto, certifying as to certain financial, numerical and statistical data not covered by the &#147;comfort&#148; letter referred to in Section&nbsp;5(a)(iii) hereof; </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(v)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">evidence reasonably satisfactory to the Agent and its counsel that the Shares have been approved for listing on
the Exchange, subject only to notice of issuance on or before the date hereof; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vi)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">resolutions duly adopted by the Company&#146;s board of directors, and certified by an officer of the Company,
authorizing the Company&#146;s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">such other documents as the Agent shall reasonably request; and </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Agent shall have received a letter or letters, which shall include legal opinions
and negative assurance statements, of Sullivan&nbsp;&amp; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Additional Covenants of the Company</U>. The Company further covenants and agrees with the Agent as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and
delivery by the Company of a Terms Agreement shall be deemed to be (i)&nbsp;an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto
are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii)&nbsp;an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and
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
Transaction Acceptance or Terms Agreement, as the case may be). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Each time that (i)&nbsp;the Registration Statement or the Prospectus
shall be amended or supplemented (including, except as noted in the proviso at the end of this Section&nbsp;6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii)&nbsp;the
Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii)&nbsp;above, a &#147;<B>Bring-Down Delivery Date</B>&#148;), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent
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,
delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to
the time of delivery of such certificates and, in the case of the Chief Financial Officer&#146;s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants&#146; &#147;comfort&#148; letter dated
as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have
requested that the Chief Financial Officers&#146; 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
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); <I>provided</I>, <I>however</I>, that the filing of a Current Report on Form <FONT
STYLE="white-space:nowrap">8-K</FONT> will not constitute a Bring-Down Delivery Date under clause (i)&nbsp;above unless either (A)&nbsp;the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event
or events reported in such Current Report on Form <FONT STYLE="white-space:nowrap">8-K,</FONT> whether the information contained therein is considered &#147;furnished&#148; or &#147;filed&#148; under the Exchange Act or (B)&nbsp;such Current Report
on Form <FONT STYLE="white-space:nowrap">8-K</FONT> contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>

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on Form <FONT STYLE="white-space:nowrap">8-K</FONT> or part thereof under Item 2.02 of Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> of the Commission that is considered
&#147;filed&#148; under the Exchange Act but excluding any Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> or part thereof under Item 7.01 or Item 2.02 of Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> of the Commission
that is considered &#147;furnished&#148; under the Exchange Act; and <I>provided, further,</I> that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration
Statement will not constitute a Bring-Down Delivery Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees
otherwise, cause to be furnished to Agent (A)&nbsp;the written opinion and, if not included in such opinion, negative assurance letter of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, Professional Corporation, counsel to the Company, and the written
opinion and a negative assurance letter of Sullivan&nbsp;&amp; Cromwell LLP, counsel to the Agent,<B> </B>each dated as of the applicable Bring-Down Delivery Date and delivered within one<B> </B>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, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section&nbsp;5(a)(ii) or
Section&nbsp;5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such opinions and letters, or, in lieu of such opinions and letters,
each<B> </B>such counsel shall furnish the Agent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section&nbsp;5(a)(ii) or Section&nbsp;5(b), as applicable, furnished to the
Agent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement or the Prospectus as
amended and supplemented to the time of delivery of such letters authorizing reliance). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) Each Bring-Down Delivery Date, the Company
shall, unless the Agent agrees otherwise, cause Ernst&nbsp;&amp; Young LLP to furnish to the Agent a &#147;comfort&#148; letter, dated as of the applicable Bring-Down Delivery Date and delivered within one<B> </B>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, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section&nbsp;5(a)(iii) hereof,
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
any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a &#147;comfort&#148;
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,
delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request<B>. </B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) (i) No order
suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section&nbsp;8A under the Act shall be pending before or<B> </B>threatened by the Commission; the Prospectus shall have
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
sale in any jurisdiction, or of the initiation or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">30 </P>

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threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a
Transaction Acceptance to the Company; and (ii)&nbsp;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
statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in
connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)&nbsp;at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making
available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst&nbsp;&amp; Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by
reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial
statements) for an update on diligence matters with representatives of the Agent and (ii)&nbsp;at each Bring-Down Delivery Date and otherwise as the Agent may reasonably request, providing information and making available documents and appropriate
corporate officers of the Company and representatives of Ernst&nbsp;&amp; Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the
consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the
Agent and its counsel. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) The Company shall disclose, in its quarterly reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> and
in its annual report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> and, if requested by the Agent, in supplements to the Prospectus to be filed by the Company with the Commission from time to time, the number of the Shares sold through the
Agent under this Agreement and any Terms Agreement, and the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter
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 <FONT STYLE="white-space:nowrap">10-K,</FONT> during the fiscal year covered by such Annual Report
and the fourth quarter of such fiscal year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) Notwithstanding the foregoing, the requirements to provide the officers&#146;
certificate, opinions and letters of counsel and accountants&#146; letter specified in Section&nbsp;6(b) through 6(d) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a
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
calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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relied on the waiver under this Section&nbsp;6(h), then before the Company delivers the Transaction Proposal or executes a Terms Agreement hereunder or under any Alternative Agreement or the
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&#146; letter specified in Section&nbsp;6(b) through
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">All opinions, letters and other documents referred to in Sections 6(b) through (d)&nbsp;above shall be reasonably satisfactory in form and
substance to the Agent. The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via <FONT STYLE="white-space:nowrap">e-mail</FONT> as soon as reasonably practicable thereafter) as is reasonably
practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)&nbsp;above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>Conditions of the Agent&#146;s Obligation</U>. The Agent&#146;s obligation to solicit purchases on an agency basis for the Shares or
otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the following conditions: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Offering Date(s) and at the relevant Time of
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:
</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The representations, warranties and agreements on the part of the Company herein contained or contained in any
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.
</P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company shall have performed and observed its covenants and other obligations hereunder and/or under any
Terms Agreement, as the case may be, in all material respects. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the
case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, trading in the Class&nbsp;A Common Stock on the Exchange shall not have
been suspended. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">From the date of this Agreement, no event or condition of a type described in Section&nbsp;3(e) hereof shall
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
offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement and the Prospectus. </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(v)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to
execution of the applicable Terms Agreement, (A)&nbsp;no downgrading shall have occurred in the rating accorded any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries by any &#147;nationally
recognized statistical rating organization&#148;, as such term is defined by the Commission for purposes of Section&nbsp;3(a)(62) of the Exchange Act and (B)&nbsp;no such organization shall have publicly announced that it has under surveillance or
review, or has changed its outlook with respect to, its rating of any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible
upgrading) in each case that has not been described in any supplement to the Prospectus issued or document incorporated by reference filed prior to any related Time of Sale. </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vi)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Shares to be issued pursuant to the Transaction Acceptance or pursuant to a Terms Agreement, as applicable,
shall have been approved for listing on the Exchange, subject only to notice of issuance. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted
or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B)&nbsp;no injunction or order of any federal, state or foreign court
shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(viii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for
such purpose or pursuant to Section&nbsp;8A of the Act shall be pending before or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have
been received by the Company; (B)&nbsp;the Prospectus shall have been timely filed with the Commission under the Act; (C)&nbsp;all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent;
and (D)&nbsp;no suspension of the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. 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 </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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<TD ALIGN="left" VALIGN="top">
statements therein, in the light of the circumstances under which they were made, not misleading at the time the Agent delivers a Transaction Acceptance to the Company or the Company and the
Agent execute a Terms Agreement, as the case may be. </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ix)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">No amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the
Agent shall have reasonably objected in writing. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) 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, on such Principal Settlement Date, the Agent shall have received the officers&#146; certificates, opinions and negative assurance
letters of counsel and &#147;comfort&#148; letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity and without limitation to any other provision of this Section&nbsp;7 or elsewhere in this
Agreement, the parties hereto agree that the Agent&#146;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the
Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall have received the documents described in the preceding sentence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Termination</U>. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="top" ALIGN="left">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the
Agent. Any such termination shall be without liability of either party to the other party, except that (A)&nbsp;with respect to any pending sale, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full
force and effect notwithstanding such termination; and (B)&nbsp;the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement
shall remain in full force and effect notwithstanding such termination. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant
to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="top" ALIGN="left">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to
the Company. Any such termination shall be without liability of either party to the other party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only
Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant
to such Terms Agreement shall be subject to termination by the Agent at any time prior to or at the Principal Settlement Date if (A)&nbsp;since the time of execution of the Terms Agreement or the respective dates as of which information is given in
the Registration Statement and the Prospectus, (i)&nbsp;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
Mercantile Exchange or the Chicago Board of Trade; (ii)&nbsp;trading of any securities issued or guaranteed by the Company or any of its subsidiaries shall have been suspended on any exchange or in any
<FONT STYLE="white-space:nowrap">over-the</FONT> counter market, (iii)&nbsp;a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities, (iv)&nbsp;there shall have occurred any outbreak or
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 Agent&#146;s judgment, is
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. If the Agent elects to terminate its
obligations pursuant to this Section&nbsp;8(b)(ii), the Company shall be notified promptly in writing. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) This
Agreement shall remain in full force and effect until the earliest of (A)&nbsp;termination of the Agreement pursuant to Section&nbsp;8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B)&nbsp;such date that the Maximum
Amount<B> </B>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)&nbsp;the third anniversary of the date of this Agreement, in each
case except that the provisions of Section&nbsp;3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect
notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this Agreement shall be effective on the date specified in such notice of
termination; <I>provided</I> 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
required pursuant to Section&nbsp;8(a) or (b). If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section&nbsp;2 hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Indemnity and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls
the Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 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
fees and other expenses incurred in connection with any suit, action or proceeding </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">35 </P>

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or any claim asserted, as such fees and expenses are incurred), that arise out of, or are based upon, (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii)&nbsp;any
untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information
furnished by the Agent consists of the information described as such in subsection (b)&nbsp;below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Agent agrees to indemnify and
hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act to the same extent
as the indemnity set forth in paragraph (a)&nbsp;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
reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement
thereto) or any road show, it being understood and agreed upon that such information shall consist solely of the following: the information appearing in the third sentence of the first paragraph under the caption &#147;Plan of Distribution&#148; in
the Prospectus Supplement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand
shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section&nbsp;9(a) or 9(b) above, such person (the &#147;<B>Indemnified Person</B>&#148;) shall promptly notify the person against
whom such indemnification may be sought (the &#147;<B>Indemnifying Person</B>&#148;) in writing; <U>provided</U> that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section&nbsp;9
except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and <U>provided</U>, <U>further</U>, that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have to an Indemnified Person otherwise than under this Section&nbsp;9. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the
Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others
entitled to indemnification pursuant to this Section&nbsp;9 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
fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">36 </P>

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(i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary; (ii)&nbsp;the Indemnifying Person has failed within a reasonable time to retain
counsel reasonably satisfactory to the Indemnified Person; (iii)&nbsp;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
Indemnifying Person; or (iv)&nbsp;the named parties in any such proceeding (including any impleaded parties) included both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the
reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for (A)&nbsp;the Agent and its affiliates, directors and officers and its control persons, if any, or (B)&nbsp;the Company, its directors,
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. Any such separate firm for the
Agent and its affiliates, directors and officers and its control persons, if any, shall be designated in writing by the Agent, and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and its
control persons, if any, shall be designated in writing by the Company.<B> </B>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
final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification is or could have been sought hereunder by such Indemnified Person, unless
such settlement (x)&nbsp;includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and
(y)&nbsp;does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an
Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this Section&nbsp;9(c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its
written consent if (i)&nbsp;such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii)&nbsp;such Indemnifying Person shall have received notice of the terms of such settlement at least
30 days prior to such settlement being entered into and (iii)&nbsp;such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) If the indemnification provided for in Sections&nbsp;9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i)&nbsp;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
the Shares pursuant to this Agreement and any Terms Agreements or (ii)&nbsp;if the allocation provided by clause (i)&nbsp;is not permitted by applicable </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">37 </P>

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law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)&nbsp;but also the relative fault of the Company, on the one hand, and the Agent, on
the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the
Agent, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total
discounts and commissions received by the Agent in connection therewith bear to the aggregate Gross Sales Price of such Shares. The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among
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
parties&#146; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) The
Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section&nbsp;9 were determined by <U>pro</U> <U>rata</U> allocation or by any other method of allocation that does not take account of the equitable
considerations referred to in Section&nbsp;9(d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section&nbsp;9(d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section&nbsp;9, in no event shall the Agent be required to contribute
any amount in excess of the amount by which the total discounts and commissions received by the Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that the Agent has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The remedies provided for in this
Section&nbsp;9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">10. <U>Notices</U>. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been
duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects if delivered or sent to J.P. Morgan Securities LLC, 383 Madison Avenue, 6th Floor, New York, New York
10179, to the attention of Special Equities Group (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 Hettrich
(email: [***]), [***] (email: [***]) and [***] (email: [***]). Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Sanjeet Dewal (telephone number: [***];
email: [***]) and Brett Chalmers (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan&nbsp;&amp; Cromwell LLP, attention: John Savva (email: savvaj@sullcrom.com); and Transaction Acceptances shall be
delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to Wilson Sonsini Goodrich&nbsp;&amp; Rosati, P.C.,
attention: Michael Danaher (MDanaher@wsgr.com). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">38 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>No Fiduciary Relationship</U>. The Company acknowledges and agrees that the Agent is
acting solely in the capacity of an arm&#146;s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering)
and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Agent is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agent shall have no
responsibility or liability to the Company with respect thereto. Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agent and
shall not be on behalf of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related
numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. <U>Miscellaneous</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)
<I>Governing Law</I>. This Agreement, any Terms Agreement and any claim, controversy or dispute arising under or relating to this Agreement or any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New
York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) <I>Submission to Jurisdiction</I>. The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal
and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Agent waive any objection which it may
now or hereafter have to the laying of venue of any such suit or proceeding in such courts. 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
Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) <I>Waiver of
Jury Trial.</I> Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement and any Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <U>Persons Entitled to Benefit of Agreement</U>. This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon
the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section&nbsp;9 hereof. Nothing in this Agreement or any Terms Agreement is intended or shall
be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any such Terms Agreement or any provision contained herein or therein. No purchaser of Shares from or through the Agent
shall be deemed to be a successor merely by reason of purchase. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">39 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <U>Counterparts</U>. This Agreement and any Terms Agreement may be signed in
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. Counterparts may be delivered via
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
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <U>Survival</U>. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the
Agent contained in this Agreement or any Terms Agreement or made by or on behalf of the Company or the Agent pursuant to this Agreement or any Terms Agreement or any certificate delivered pursuant hereto or thereto shall survive the delivery of and
payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any Terms Agreement or any investigation made by or on behalf of the Company or the Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17. <U>Certain Defined Terms</U>. For purposes of this Agreement, except where otherwise expressly provided, the term &#147;affiliate&#148;
has the meaning set forth in Rule 405 under Act; the term &#147;business day&#148; means any day other than a day on which banks are permitted or required to be closed in New York City; and the term &#147;subsidiary&#148; has the meaning set forth
in Rule 405 under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18. <U>Recognition of the U.S. Special Resolution Regimes</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from the Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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.
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
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">As used in this Section&nbsp;18: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">&#147;BHC Act Affiliate&#148; has the meaning assigned to the term &#147;affiliate&#148; in, and shall be interpreted in accordance with, 12
U.S.C. &#167; 1841(k). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">&#147;Covered Entity&#148; means any of the following: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">40 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(i) a &#147;covered entity&#148; as that term is defined in, and interpreted in accordance
with, 12 C.F.R. &#167; 252.82(b); </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(ii) a &#147;covered bank&#148; as that term is defined in, and interpreted in accordance with, 12
C.F.R. &#167; 47.3(b); or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(iii) a &#147;covered FSI&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;
382.2(b). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;Default Right&#148; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.
&#167;&#167; 252.81, 47.2 or 382.1, as applicable. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;U.S. Special Resolution Regime&#148; means each of (i)&nbsp;the Federal Deposit
Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19. <U>Compliance with USA Patriot Act</U>. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. <FONT
STYLE="white-space:nowrap">107-56</FONT> (signed into law October&nbsp;26, 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
of its clients, as well as other information that will allow the Agent to properly identify its clients. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">20. <U>Amendments or
Waivers</U>. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties
hereto or thereto as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">21. <U>Headings</U>. The headings herein and in any Terms Agreement are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[</B>Signature Page Follows<B>]</B> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">41 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding between the Company and the Agent,
please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Agent. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="12%"></TD>

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<TD WIDTH="87%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">QUANTUMSCAPE CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Kevin&nbsp;Hettrich</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Kevin Hettrich</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Chief Financial Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed to as of the </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">date first above written: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="13%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">J.P. MORGAN SECURITIES LLC</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Sanjeet Dewal</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Sanjeet Dewal</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Managing Director</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">42 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit A </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">QuantumScape Corporation Class&nbsp;A Common Stock </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>TERMS AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">_____________, 20__ </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">J.P. Morgan Securities LLC
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">383 Madison Avenue </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10179 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dear Sirs and Madams: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">QuantumScape
Corporation, a Delaware corporation (the &#147;<B>Company</B>&#148;), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement dated&nbsp;February 28, 2023 (the &#147;<B>Distribution Agreement</B>&#148;) between
the Company and J.P. Morgan Securities LLC (the &#147;<B>Agent</B>&#148;), to issue and sell to the Agent the securities specified in the Schedule hereto (the &#147;<B>Purchased Securities</B>&#148;). Unless otherwise defined below, terms defined in
the Distribution Agreement shall have the same meanings when used herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Each of the provisions of the Distribution Agreement not
specifically related to 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 set forth in full herein. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased
Securities, in the form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company
agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Agent trading
in the Class&nbsp;A Common Stock for Agent&#146;s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I></I><B><I>[</I></B><I>Signature Page Follows</I><B><I>]</I></B><I> </I></P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If the foregoing is in accordance with your understanding, please sign and return to us a
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. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="98%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">QUANTUMSCAPE&nbsp;CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:___________________________</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed as of </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">the date first above written: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>

<TD WIDTH="98%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">J.P. MORGAN SECURITIES LLC</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:____________________________</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Schedule to Terms Agreement </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Title of Purchased Securities: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Class&nbsp;A
Common Stock, par value $0.0001 per share </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Number of Shares of Purchased Securities: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman"><B>[</B>&#149;<B>]</B> shares </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Initial Price to
Public: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">$<B>[</B>&#149;<B>]</B> per share </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Purchase Price Payable by the Agent: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">$<B>[</B>&#149;<B>]</B> per share </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Method of and
Specified Funds for Payment of Purchase Price: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman"><B>[</B>By wire transfer to a bank account specified by the Company in same day
funds.<B>]</B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Method of Delivery: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman"><B>[</B>To the Agent&#146;s account, or the account of the Agent&#146;s designee, at The Depository Trust Company via DWAC in return for
payment of the purchase price.<B>]</B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Settlement Date: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">[&#149;], 20[&#149;] </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Closing Location: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">[&#149;] </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Documents to be Delivered: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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
Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any amendments or supplements to the Registration Statement, the Prospectus and any documents incorporated by reference therein):
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(1) the officers&#146; certificate referred to in Section&nbsp;5(a)(i); </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(2) the opinions and negative assurance letters of the Company&#146;s outside counsel referred to in Section&nbsp;5(a)(ii); </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(3) the &#147;comfort&#148; letter referred to in Section&nbsp;5(a)(iii); </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(4) <B>[</B>the Chief Financial Officer&#146;s certificate referred to in Section&nbsp;5(a)(iv)<B>]</B>; </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(5) the opinion and negative assurance letter referred to in Section&nbsp;5(b); and </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(6) such other documents as the Agent shall reasonably request. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Time of sale: <B>[</B>&#149;<B>]</B> <B>[</B>a.m./p.m.<B>]</B> (New York City time) on <B>[</B>&#149;<B>]</B>, <B>[</B>&#149;<B>]</B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Time of sale information: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-3 </P>

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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The number of shares of Purchased Securities set forth above </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The initial price to public set forth above </P></TD></TR></TABLE>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><B>[Other]</B> </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit B </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>OFFICERS&#146; CERTIFICATE </U></B></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated
[&#149;], 2023 </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">We, Jagdeep Singh, Chief Executive Officer and Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a
Delaware corporation (the &#147;<B>Company</B>&#148;), do hereby certify that this certificate is signed by us pursuant to those certain Distribution Agreements dated February&nbsp;28, 2023 between the Company and each of J.P. Morgan Securities LLC,
Cowen and Company, LLC, Deutsche Bank Securities Inc., and UBS Securities, LLC (the &#147;<B>Agreements</B>&#148;), and do hereby further certify on behalf of the Company, as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">1. 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
as of this date; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">2. The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied
pursuant to the Agreements on or prior to the date hereof; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">3. The Company&#146;s Registration Statement (File <FONT
STYLE="white-space:nowrap">No.&nbsp;333-266419)</FONT> 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
that purpose or pursuant to Section&nbsp;8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule
401(g)(2) under the Act has been received by the Company; and all requests for additional information on the part of the Commission have been complied with; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">4. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated
therein, there has not been any material change in the capital stock (other than as a result of (A)&nbsp;the exercise or settlement (including any &#147;net&#148; or &#147;cashless&#148; 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 Company&#146;s equity plans that are described in the Registration Statement and the Prospectus, (B)&nbsp;the issuance of shares of
capital stock upon the exercise of warrants to purchase shares of the Company&#146;s capital stock that are described in the Registration Statement and the Prospectus, (C)&nbsp;the repurchase of shares of capital stock upon termination of the
holder&#146;s 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
Company&#146;s repurchase, or (D)&nbsp;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
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
regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties,
</P>
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management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)&nbsp;neither the Company nor any of its
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
taken as a whole; and (iii)&nbsp;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,
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[Signature Page Follows] </P>
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<TD VALIGN="top">Name:</TD>
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<TD VALIGN="top">Name:</TD>
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<TD VALIGN="top">Title:</TD>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit C </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CFO Certificate </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated [&#149;], 2023
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the &#147;<B>Company</B>&#148;), does hereby
certify, pursuant to those certain Distribution Agreements dated February&nbsp;28, 2023 (the &#147;<B>Distribution Agreements</B>&#148;) between the Company and each of J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities
Inc., and UBS Securities, LLC that: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">I have reviewed the data included as Exhibits A through [D<B>]</B> hereto, which was included in the
Registration Statement, the Prospectus, the Company&#146;s Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the fiscal year ended December&nbsp;31, <B>[Insert year covered by most recent Form <FONT STYLE="white-space:nowrap">10-K]</FONT>
</B>and in the Company&#146;s Quarterly Reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> for the quarters ended &#149; and &#149; <B>[Insert reference to any subsequent Form <FONT STYLE="white-space:nowrap">10-Qs</FONT> and any
applicable Form <FONT STYLE="white-space:nowrap">8-Ks]</FONT> </B>(collectively, the &#147;<B>Documents</B>&#148;). This will confirm that (a)&nbsp;the financial data that is circled or otherwise indicated on Exhibits A through [D<B>]</B> hereto
have been derived from the accounting and other records of the Company and its subsidiaries or [unaudited financial statements of &#149;<B>]</B> and <B>[</B>in each case<B>]</B> have been prepared, to the extent applicable, in compliance with the
requirements of Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved except as may be expressly stated in the related notes thereto, and that all such
data is accurate and fairly presented in all material respects and (b)&nbsp;the statistical or market-related data that is circled or otherwise indicated on Exhibits A through [D]<B> </B>hereto<B> </B>have been based on or derived from information
set forth in or provided by from sources that are reliable and accurate in all material respects and accurately reflects all such information.<B> </B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. </P>
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<TD VALIGN="top">Name: Kevin Hettrich</TD>
<TD VALIGN="bottom">&nbsp;</TD>
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<TD VALIGN="top">Title: Chief Financial Officer</TD>
<TD VALIGN="bottom">&nbsp;</TD>
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<DESCRIPTION>EX-1.2
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.2 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>DISTRIBUTION AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">February&nbsp;28, 2023 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Cowen and Company, LLC
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">599 Lexington Avenue </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10022 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">QuantumScape Corporation, a Delaware
corporation (the &#147;<B>Company</B>&#148;), confirms its agreement with Cowen and Company, LLC, as agent and/or principal under any Terms Agreement (as defined in Section&nbsp;1(a) below) (&#147;<B>you</B>&#148; or the &#147;<B>Agent</B>&#148;),
with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this &#147;<B>Agreement</B>&#148;), of Class&nbsp;A Common Stock, $0.0001
par value per share (the &#147;<B>Class</B><B></B><B>&nbsp;A Common Stock</B>&#148;), of the Company on the terms set forth in Section&nbsp;1 of this Agreement. Such shares are hereinafter collectively referred to as the &#147;<B>Shares</B>&#148;
and are described in the Prospectus referred to below. On the date hereof, the Company has entered into additional distribution agreements substantially similar to this Agreement (the &#147;<B>Alternative Agreements</B>&#148;) with each of Deutsche
Bank Securities Inc., J.P. Morgan Securities LLC and UBS Securities LLC (each, an &#147;<B>Alternative</B> <B>Agent</B>,&#148; and, collectively, the &#147;<B>Alternative Agents</B>&#148;; and the Agent and the Alternative Agents, collectively, the
&#147;<B>Agents</B>&#148;). The aggregate Gross Sales Price (as defined in Section&nbsp;2(b) below) of the Shares that may be sold collectively pursuant to this Agreement and the Alternative Agreements shall not exceed an aggregate of
$400,000,000<B> </B>(the &#147;<B>Maximum Amount</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The Company has filed with the U.S. Securities and Exchange Commission (the
&#147;<B>Commission</B>&#148;) a registration statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> (No. <FONT STYLE="white-space:nowrap">333-266419)</FONT> (the &#147;<B>registration statement</B>&#148;) for the registration of the Shares
and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the &#147;<B>Act</B>&#148;); and such registration statement sets forth the terms of the
offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. Except where the context otherwise requires, &#147;<B>Registration Statement</B>,&#148; as used herein, means the
registration statement, as amended at the time of such registration statement&#146;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Agent, including (1)&nbsp;all documents filed as a part thereof or
incorporated or deemed to be incorporated by reference therein and (2)&nbsp;any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is
deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. &#147;<B>Base Prospectus</B>&#148; means the prospectus dated August&nbsp;10, 2022 filed as part of the Registration Statement,
including the documents incorporated by reference therein as of the date of such prospectus; &#147;<B>Prospectus Supplement</B>&#148; means the most recent prospectus supplement relating to the Shares, to be filed by the Company with the Commission
pursuant to Rule 424(b) under the Act on or before the second business day after the date of its first use in connection with a public offering </P>
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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;
&#147;<B>Prospectus</B>&#148; means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of Section&nbsp;4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b))
together with the Base Prospectus attached to or used with the Prospectus Supplement. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to
refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#147;<B>Incorporated Documents</B>&#148;), including, unless the context otherwise requires, the documents, if any, filed
as exhibits to such Incorporated Documents. Any reference herein to the terms &#147;amend,&#148; &#147;amendment&#148; or &#147;supplement&#148; with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the
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 &#147;<B>Exchange
Act</B>&#148;) 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. References
in this Agreement to financial statements or other information that is &#147;contained,&#148; &#147;included,&#148; &#147;described,&#148; &#147;set forth&#148; or &#147;provided&#148; in the Registration Statement, the Base Prospectus, the
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The Company and the Agent agree as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Issuance and Sale</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)
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
necessary for the Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company, the Company and the Agent shall enter into an agreement in accordance with Section&nbsp;2 hereof regarding the
number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an &#147;<B>Agency Transaction</B>&#148;). The Company may also offer to
sell the Shares directly to the Agent, as principal, in which event such parties shall enter into a separate agreement (each, a &#147;<B>Terms Agreement</B>&#148;) in substantially the form of Exhibit A hereto (with such changes thereto as may be
agreed upon by the Company and the Agent to accommodate a transaction involving additional underwriters), relating to such sale in accordance with Section&nbsp;2(g) of this Agreement (each such transaction being referred to as a &#147;<B>Principal
Transaction</B>&#148;). As used herein, (i)&nbsp;the &#147;<B>Term</B>&#148; shall be the period commencing on the date hereof and ending on the earlier of (x)&nbsp;the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant
to this Agreement, the Alternative Agreements, any Terms Agreements and any &#147;Terms Agreement,&#148; as defined under and entered into pursuant to any Alternative Agreement (an &#147;<B>Alternative Terms Agreement</B>&#148;), is equal to the
Maximum Amount<B> </B>and (y)&nbsp;any termination of this Agreement pursuant to Section&nbsp;8, (ii) an &#147;<B>Exchange Business Day</B>&#148; means any day during the Term that is a trading day for the Exchange other than a day on which trading
on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) &#147;<B>Exchange</B>&#148; means the New York Stock Exchange. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Subject to the terms and conditions set forth below, the Company appoints the Agent as
agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance
with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (as defined below). Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. The Company shall be obligated to
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
only if and when the Company makes a Transaction Proposal to the Agent related to such an Agency Transaction and a Transaction Acceptance related to such Agency Transaction has been delivered to the Company by the Agent as provided in Section&nbsp;2
below. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
Company pursuant to this Agreement other than (A)&nbsp;in transactions that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act and meet the definition of an &#147;at the market offering&#148; under Rule 415(a)(4) under
the Act (such transactions are hereinafter referred to as &#147;<B>At the Market Offerings</B>&#148;) and (B)&nbsp;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
the Agent in writing. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in
writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section&nbsp;2(b) below) no later than the opening of trading on the immediately
following Exchange Business Day. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms
of any Agency Transaction or Terms Agreement, the Company shall (i)&nbsp;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
of such default by the Company and (ii)&nbsp;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 Section&nbsp;2(b) below. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The Company acknowledges and agrees that (i)&nbsp;there can be no assurance that the Agent will be successful in selling the Shares,
(ii)&nbsp;the Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal
trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (iii)&nbsp;the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this
Agreement, except as may otherwise be specifically agreed by the Agent and the Company in a Terms Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) The Company agrees that, during the term of this Agreement, any offer to sell, any
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.
The Company further agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company pursuant to this Agreement or the Alternative Agreements shall only be effected by or through only one of the Agents on any
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Transaction Acceptances and Terms Agreements</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company may, from time to time during the Term, propose to the Agent that they enter into an Agency Transaction to be executed on a
specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A
hereto to make such sales and shall set forth the information specified below (each, a &#147;<B>Transaction Proposal</B>&#148;). If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to
modified terms for such proposed Agency Transaction, then the Agent shall promptly deliver to the Company by email a notice (each, a &#147;<B>Transaction Acceptance</B>&#148;) confirming the terms of such proposed Agency Transaction as set forth in
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
the Agent. Each Transaction Proposal shall specify: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold
(each, an &#147;<B>Offering Date</B>&#148;); </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the maximum number of Shares to be sold by the Agent (the &#147;<B>Specified Number of Shares</B>&#148;) on, or
over the course of, such Offering Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant Transaction Acceptance; and; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the lowest price, if any, at which the Company is willing to sell Shares on each such Offering Date or a
formula pursuant to which such lowest price shall be determined (each, a &#147;<B>Floor Price</B>&#148;); and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">if other than 3.0% of the Gross Sales Price, the Agent&#146;s discount or commission. </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">A Transaction Proposal shall not set forth a Specified Number of Shares that, when added to the aggregate number or aggregate
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
shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Company&#146;s board of directors or, if permitted by applicable law </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">
and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof. The Company shall have responsibility for maintaining records with respect
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
Shares offered and sold does not exceed, and the price at which any Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum price authorized from time to time by the Company&#146;s
board of directors or, if permitted by applicable law and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof. In the event that more than one Transaction Acceptance with respect to any
Offering Date(s) is delivered by the Agent to the Company, the latest Transaction Acceptance shall govern any sales of Shares for the relevant Offering Date(s), except to the extent of any action occurring pursuant to a prior Transaction Acceptance
and prior to the delivery to the Company of the latest Transaction Acceptance. The Company or the Agent may, upon notice to the other such party by telephone (confirmed promptly by <FONT STYLE="white-space:nowrap">e-mail),</FONT> suspend or
terminate the offering of the Shares pursuant to Agency Transactions for any reason; <I>provided</I>, <I>however</I>, that such suspension or termination shall not affect or impair the parties&#146; respective obligations with respect to the Shares
sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Notwithstanding the foregoing, if the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Offering Date,
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,
as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The
Offering Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance. Except as otherwise agreed between the Company and the
Agent, the Agent&#146;s commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%,<B> </B>of the actual sales price of such Shares (the &#147;<B>Gross Sales Price</B>&#148;), which
commission shall be as set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance; <I>provided</I>, <I>however</I>, that such commission shall not apply when the Agent acts as principal, in which case such commission or
a discount shall be set forth in the applicable Terms Agreement. The Gross Sales Price less the Agent&#146;s commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or
self-regulatory organization in respect of the sale of the applicable Shares is referred to herein at the &#147;<B>Net Sales Price</B>.&#148; Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares in an Agency
Transaction that would constitute a &#147;distribution,&#148; within the meaning of Rule 100 of Regulation M under the Exchange Act or a &#147;block&#148; within the meaning of Rule <FONT STYLE="white-space:nowrap">10b-18(a)(5)</FONT> under the
Exchange Act, the Company will provide the Agent, at the Agent&#146;s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions of counsel, accountants&#146; letters and officers&#146; certificates
pursuant to Section&nbsp;5(a) hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with
respect to such transaction. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) Payment of the Net Sales Price for Shares sold by the Company on any Offering Date
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
Agency Settlement Date (as defined below)) against delivery of such Shares to the Agent&#146;s account, or an account of the Agent&#146;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#147;<B>DWAC</B>&#148;) or by such other means of delivery as may be agreed to by the Company and the Agent. Such payment and delivery shall be made at or about 10:00 a.m. (New York City time) on the second Exchange Business Day (or such other day
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 &#147;<B>Agency Settlement Date</B>&#148;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
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
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are
not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Acceptance or any Terms Agreement shall be suspended until that or other exemptive provisions have been
satisfied in the judgment of each party. 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,
the Company shall calculate the average daily trading volume (as defined under &#147;<B>ADTV</B>&#148; by Rule 100 of Regulation M under the Exchange Act) of the Class&nbsp;A Common Stock based on market data provided by Bloomberg L.P. or such other
sources as agreed upon by the Company and the Agent. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(f)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth
in Section&nbsp;2(a) of this Agreement to the Agent in a Principal Transaction, it will notify the Agent of the proposed terms of the Principal Transaction. If the Agent, acting as principal, wishes to accept such proposed terms (which it may
decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Company and the Agent shall enter into a Terms Agreement setting forth the terms of such Principal Transaction.
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">
(ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent unless and until the Company and the Agent have each executed and delivered such Terms Agreement
accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement shall control. </TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) Each sale of the Shares to the Agent in a Principal Transaction shall be made in accordance with the terms of this Agreement and a Terms
Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. 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 subject to the terms and conditions set forth, in this
Agreement and such Terms Agreement. Any such Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such 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 &#147;<B>Principal Settlement Date</B>&#148;; and, together with any Agency
Settlement Date, a &#147;<B>Settlement Date</B>&#148;) and place of delivery of and payment for such Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) Notwithstanding any other
provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any Shares pursuant to this Agreement (whether in an Agency Transaction or a Principal Transaction) and, by notice to the Agent given by
telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i)&nbsp;during any period in which the Company&#146;s insider trading
policy, as it may be amended from time to time, would prohibit the purchases or sales of the Company&#146;s Class&nbsp;A Common Stock by any of its officers or directors, (ii)&nbsp;during any period in which the Company is, or could be deemed to be,
in possession of material <FONT STYLE="white-space:nowrap">non-public</FONT> information or (iii)&nbsp;at any time from 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 &#147;<B>Earnings Announcement</B>&#148;) through and including the time that is 24 hours after the time that the Company files a Quarterly Report on Form
<FONT STYLE="white-space:nowrap">10-Q</FONT> or an Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such
Earnings Announcement.<B> </B>Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and 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 or net sales price in excess of the number or aggregate gross or net sales price, as the
case may be, authorized from time to time to be issued and sold under this Agreement and any Terms Agreement, in each case by the Company&#146;s board of directors or, if permitted by applicable law and the Company&#146;s charter and <FONT
STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the Exchange, or in excess of the number or amount of Shares available for issuance on the
Registration Statement or as to which the Company has paid the applicable registration fee, it being understood and agreed by the parties hereto that compliance with any such limitations shall be the sole responsibility of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Representations, Warranties and Agreements of the Company</U>. The Company represents
and warrants to, and agrees with, the Agent, on and as of (i)&nbsp;the date hereof, (ii)&nbsp;each date on which the Company receives a Transaction Acceptance (the &#147;<B>Time of Acceptance</B>&#148;), (iii) each date on which the Company executes
and delivers a Terms Agreement, (iv)&nbsp;each Time of Sale (as defined in Section&nbsp;3(a)), (v) each Settlement Date and (vi)&nbsp;each Bring-Down Delivery Date (as defined in Section&nbsp;6(b)) (each such date listed in (i)&nbsp;through (vi), a
&#147;<B>Representation Date</B>&#148;), as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Registration Statement was declared effective by the Commission not earlier
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 Section&nbsp;8A of the
Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by
the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the
requirements of the Act; the conditions to the use of Form <FONT STYLE="white-space:nowrap">S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the
offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the
Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not
or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
as of each Representation Date, the Prospectus, as then amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;<I> provided, however, </I>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
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
information specified in Section&nbsp;9(b)). As used herein, &#147;<B>Time of Sale</B>&#148; means (i)&nbsp;with respect to each offering of Shares pursuant to this Agreement, the time of the Agent&#146;s initial entry into contracts with investors
for the sale of such Shares and (ii)&nbsp;with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
&#147;prospectus&#148; (within the meaning of the Act) or used any &#147;prospectus&#148; (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus. The Company represents and
agrees that it has not made and will not make any offer relating to the Shares that would constitute an &#147;issuer free writing prospectus&#148; (as defined in Rule 433 under the Act) or that would otherwise constitute a &#147;free writing
prospectus&#148; (as defined in Rule 405 under the Act). The Company has paid the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) The Incorporated Documents, when they were filed with the Commission (or, if any
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
a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed during the
Term and incorporated by reference in the Registration Statement or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) The financial statements of the Company and its consolidated subsidiaries 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 and the Exchange Act, as applicable, and present fairly in all material respects the
consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; the financial statements of any other
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
results of its or their, as the case may be, operations and the changes in its or their, as the case may be, cash flows for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting
principles (&#147;GAAP&#148;) applied on a consistent basis throughout the periods covered thereby except as may be expressly stated in the related notes thereto, and all supporting schedules to such financial statements included or incorporated by
reference in the Registration Statement fairly present in all material respects the information required to be stated therein. Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement
or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, present fairly in all material respects the information shown therein, have been prepared in accordance with the
Commission&#146;s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement and the Prospectus regarding <FONT STYLE="white-space:nowrap">&#147;non-GAAP</FONT> financial
measures&#148; (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 <FONT STYLE="white-space:nowrap">S-K</FONT> of the Act, to the extent applicable. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) Since the respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (i)&nbsp;there has not been any material change in the capital stock (other than as a result of (A)&nbsp;the exercise or settlement (including any &#147;net&#148; or
&#147;cashless&#148; 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 Company&#146;s equity plans that are described in
the Registration Statement and the Prospectus, (B)&nbsp;the issuance of shares of capital stock upon the exercise of warrants to purchase shares of the Company&#146;s capital stock that are described in the Registration Statement and the Prospectus,
(C)&nbsp;the repurchase of shares of capital stock upon termination of the holder&#146;s 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 Company&#146;s repurchase, or (D)&nbsp;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 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 regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse
change, in or affecting the business, properties, management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)&nbsp;neither the Company nor any of its
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
taken as a whole; and (iii)&nbsp;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,
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
respective jurisdictions of organization (to the extent that such concepts are applicable in such jurisdiction), are duly qualified as foreign corporations to do business and are in good standing in each jurisdiction in which their respective
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
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)
would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its
subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or any Terms Agreement (a &#147;<B>Material Adverse Effect</B>&#148;). The Company does not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company&#146;s most recent Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> incorporated by reference in the Registration Statement.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) (i) QSV Operations LLC, the Company&#146;s joint venture with Volkswagen Group of
America, Inc. (the &#147;<B>Joint Venture</B>&#148;) has not commenced operations, does not have any employees and has not entered into any agreements, other than that certain Amended and Restated Joint Venture Agreement, dated May&nbsp;14, 2020,
between Volkswagen Group of America, Inc., the Company and the Joint Venture, as amended by the Letter Agreements, dated May&nbsp;13, 2021, December&nbsp;17, 2021 and September&nbsp;27, 2022, by and among QuantumScape Battery, Inc., Volkswagen Group
of America, Inc., Volkswagen Group of America Investments, LLC and the Joint Venture, and related ancillary agreements entered into as of such dates; (ii)&nbsp;the Joint Venture has incurred no material liabilities, is not subject to any legal
actions or claims and has not violated and is not in violation of any laws, and (iii)&nbsp;except as disclosed in the Registration Statement and the Prospectus, no event or series of events has occurred relating to the Joint Venture that,
individually or in the aggregate, would reasonably be expected to materially impair the conduct of the Company&#146;s or its subsidiaries&#146; businesses as currently conducted and as proposed to be conducted. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of
capital stock of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> and were not issued in violation of any preemptive or similar rights which have not been duly
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, <FONT STYLE="white-space:nowrap">pre-emptive</FONT>
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
or arrangements of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and the capital stock of the Company conforms
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
Company have been duly and validly authorized and issued, are fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> (to the extent that such concepts are applicable in such jurisdiction) and are (except, in the case of any foreign
subsidiary, for directors&#146; qualifying shares, with respect to any equity interests of the Joint Venture owned by Volkswagen Group of America, Inc. and except as otherwise described in the Registration Statement and the Prospectus), owned
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) With respect to the stock options (the &#147;<B>Stock Options</B>&#148;) granted pursuant to the stock-based compensation plans of the
Company and its subsidiaries (the &#147;<B>Company Stock Plan</B>s&#148;), (i) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the &#147;<B>Grant
Date</B>&#148;) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of
votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)&nbsp;each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and
all other applicable laws and regulatory rules or requirements, including the rules of the Exchange and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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any other exchange on which Company securities are traded, and (iii)&nbsp;each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related
notes) of the Company and disclosed in the Company&#146;s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the
Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or
prospects. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j) This Agreement has been duly authorized, executed and delivered by the Company and any Terms Agreement will have been duly
authorized, executed and delivered by the Company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) The Shares to be issued and sold by the Company hereunder or under the Alternative
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
paid and nonassessable and will conform to the description thereof in the Registration Statement and the Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or similar rights except such as have been
waived. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and
perform its obligations hereunder or thereunder, including the Company&#146;s 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
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
and validly authorized). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description
thereof contained in the Registration Statement and the Prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(n) Neither the Company nor any of its subsidiaries (other than the
Joint Venture), nor to the Company&#146;s knowledge, the Joint Venture is (i)&nbsp;in violation of its charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> or other Organizational Documents (as defined below); (ii)&nbsp;in default, and no
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
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
(iii)&nbsp;in 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 (ii)&nbsp;and (iii) above, for any such default or violation
that would not, individually or in the aggregate, have a Material Adverse Effect. As used herein, the term &#147;<B>Organizational Documents</B>&#148; means, (i)&nbsp;with respect to a corporation, its charter and
<FONT STYLE="white-space:nowrap">by-laws,</FONT> (ii)&nbsp;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
limited liability company agreement and certificate of limited liability company (or similar document), and (iv)&nbsp;with respect to any other entity, its similar organizational documents. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(o) The execution, delivery and performance by the Company of this Agreement and any Terms
Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)&nbsp;conflict with or
result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries
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
property or assets of the Company or any of its subsidiaries is subject, (ii)&nbsp;result in any violation of the provisions of the charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> or other Organizational Documents of the Company or any of
its subsidiaries or (iii)&nbsp;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)&nbsp;and (iii) above, for
any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(p)
No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or
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
have been made or obtained, except as may be required by and made in accordance with or obtained under state securities laws or regulations, and except for any amendments or supplements to the Registration Statement or the Prospectus or any
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations,
actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property of the Company or any of its subsidiaries is or, to the knowledge of the Company,
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,
actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i)&nbsp;there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are
required under the Act or the Exchange Act to be described in the Registration Statement or the Prospectus or any document incorporated by reference therein that are not so described as required and (ii)&nbsp;there are no statutes, regulations or
contracts or other documents that are required under the Act or the Exchange Act to be filed as exhibits to the Registration Statement or any document incorporated by reference therein or described in the Registration Statement or the Prospectus or
any document incorporated by reference therein that are not so filed as exhibits or so described as required. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP, whose report on the consolidated financial statements of the
Company and its consolidated subsidiaries is included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the
applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (&#147;<B>PCAOB</B>&#148;) and as required by the Act. Each other independent registered public accounting firm, if any, that has certified
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
appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(s) (i)&nbsp;The Company and its subsidiaries do not own any real property. Except as otherwise set forth in the Registration Statement and 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
whole (other than with respect to Intellectual Property (as defined below), title to which is addressed exclusively in subsection (t)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except
those that (i)&nbsp;do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and (ii)&nbsp;could not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(t) </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company and each of its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge,
the Joint Venture, (A)&nbsp;own or possess adequate rights to use all: patents (together with any reissues, continuations, <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">continuations-in-part,</FONT></FONT> divisions, renewals,
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
registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and applications
therefor; licenses; trade secrets, <FONT STYLE="white-space:nowrap">know-how</FONT> and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and
inventions and any other information meeting the definition of a trade secret under the Uniform Trade Secrets Act or similar laws (&#147;<B>Trade Secrets</B>&#148;) and other technology and intellectual property rights, including the right to sue
for past, present and future infringement, misappropriation or dilution of any of the same (collectively, &#147;<B>Intellectual Property</B>&#148;), owned or used by the Company or </P></TD></TR></TABLE>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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its subsidiaries or necessary for the conduct of their respective businesses as currently conducted and (B)&nbsp;own or possess adequate rights to use, or has the ability to obtain on
commercially reasonable terms that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, sufficient legal rights to all Intellectual Property necessary for the conduct of their respective businesses
as currently proposed to be conducted ((A) and (B)&nbsp;collectively, the &#147;<B>Company</B> <B>Intellectual Property</B>&#148;). The Company or its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint
Venture, exclusively own all Company Intellectual Property purported to be owned by the Company or its subsidiaries that is material to their respective businesses as currently conducted or currently proposed to be conducted. </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">To the best of the Company&#146;s knowledge, the conduct of the Company&#146;s and each of its
subsidiaries&#146; respective businesses have not violated, infringed, misappropriated or conflicted with, and will not violate, infringe, misappropriate or conflict with, in any material respect, any Intellectual Property rights of others. Since
November&nbsp;25, 2020, the Company, its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture have not received, and prior to November&nbsp;25, 2020, QuantumScape Corporation (for the avoidance of
doubt, prior to its business combination with Kensington Capital Acquisition Corp.), its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture did not receive, any notice of any material claim of
infringement, misappropriation or conflict with any such rights of others. To the best of the Company&#146;s knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual
Property owned or purported to be owned by the Company or any of its subsidiaries, except for (A)&nbsp;any retained rights of the owners of Intellectual Property that is licensed to the Company or any of its subsidiaries and (B)&nbsp;the <FONT
STYLE="white-space:nowrap">non-exclusive</FONT> 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
such customers service providers, and partners, in the ordinary course, consistent with past practice. There is no pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action,
suit, proceeding or claim to which the Company or any of its subsidiaries is or would be a party, by others challenging the Company&#146;s rights or any of its subsidiaries&#146; rights in or to any of the Company Intellectual Property. There is no
material pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the Company
Intellectual Property. There is no pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. There is no pending or threatened action, suit, proceeding or claim by the Company or
any of its subsidiaries that a third party infringes or misappropriates any of the Company Intellectual Property. To the Company&#146;s knowledge, no Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries
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; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company and each of its subsidiaries have taken reasonable steps necessary to secure interests in the
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
<FONT STYLE="white-space:nowrap">non-disclosure</FONT> agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. There are no outstanding options, licenses or binding
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 Company&#146;s knowledge, the Joint Venture, that are required
to be described in the Registration Statement and the Prospectus and are not so described. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture, are not a party to or bound
by any options, licenses or binding agreements with respect to any Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not so described. No government
funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of 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 Company&#146;s knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. No governmental agency or body,
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
Company&#146;s knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. The Company and its subsidiaries (other than the Joint Venture) and, to the Company&#146;s
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
subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the
Company&#146;s knowledge, the Joint Venture, have (i)&nbsp;operated and currently operate their respective businesses in a manner compliant in all material respects with all applicable foreign, federal, state and local laws and regulations, all of
their respective contractual obligations and all applicable Company policies (internal and posted) related to privacy and data security applicable to the Company&#146;s, and its subsidiaries&#146;, collection, use, processing, handling, transfer,
transmission, storage, disclosure and/or disposal of the confidential, sensitive, personal, or regulated data of their respective customers, employees and other third parties (the &#147;Privacy and Data Security Requirements&#148;) and
(ii)&nbsp;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.
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,
employee or third party data maintained by or on behalf of the Company and its subsidiaries, and none of the Company and its subsidiaries has notified, nor has been required to notify pursuant to its Privacy and Data Security Requirements, any
customer, governmental entity or the media of any such event with regard to any material data breach; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(v) The Company and each of its
subsidiaries&#146; (other than the Joint Venture), and, to the Company&#146;s knowledge, the Joint Venture&#146;s, information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases
(collectively, &#147;<B>IT Systems</B>&#148;) 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. To the best of
the Company&#146;s knowledge, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as otherwise set forth in the Registration Statement and the Prospectus
(i)&nbsp;the Company and each of its subsidiaries (other than the Joint Venture), and, to the Company&#146;s knowledge, the Joint Venture, have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to
maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, and (ii)&nbsp;there have been (A)&nbsp;no breaches, violations, outages or unauthorized uses of or
access to same, except for those that have been remedied without material cost or liability, and (B)&nbsp;no material incidents under internal review or investigations relating to the same. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
thereof as described in the Registration Statement or the Prospectus, the Company will not be required to register as an &#147;investment company&#148; within the meaning of the Investment Company Act of 1940, as amended, and the rules and
regulations of the Commission thereunder (collectively, the &#147;<B>Investment Company </B><B>Act</B>&#148;) or an entity &#147;controlled&#148; by an &#147;investment company&#148; within the meaning of the Investment Company Act. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(y) The Company and its subsidiaries have paid all material federal, state, local and
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,
or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(z) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all
declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as
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
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
or authorization will not be renewed in the ordinary course. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(aa) No labor disturbance by or material dispute with employees of the
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
subsidiaries&#146; principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(bb) (i) Except as
described in the Registration Statement and the Prospectus, the Company and its subsidiaries (1)&nbsp;are in compliance with all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions,
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
(collectively, &#147;<B>Environmental Laws</B>&#148;); (2) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective
businesses; and (3)&nbsp;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
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)&nbsp;there are no costs or liabilities
associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (1)&nbsp;and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and (iii)&nbsp;except as described in each of the Registration Statement and the Prospectus, (A)&nbsp;there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its
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)&nbsp;the Company and its
subsidiaries are not aware of any facts or issues regarding </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that 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)&nbsp;none of the Company and its subsidiaries anticipates material capital expenditures
relating to any Environmental Laws. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(cc) (i) Each employee benefit plan, within the meaning of Section&nbsp;3(3) of the Employee
Retirement Income Security Act of 1974, as amended (&#147;<B>ERISA</B>&#148;), for which the Company or any member of its &#147;<B>Controlled Group</B>&#148; (defined as any organization which is a member of a controlled group of corporations within
the meaning of Section&nbsp;414 of the Code) would have any liability (each, a &#147;<B>Plan</B>&#148;) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but
not limited to ERISA and the Internal Revenue Code of 1986, as amended (the &#147;<B>Code</B>&#148;), except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii)&nbsp;no
prohibited transaction, within the meaning of Section&nbsp;406 of ERISA or Section&nbsp;4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably
be expected to result in a material liability to the Company or its subsidiaries; (iii)&nbsp;for each Plan that is subject to the funding rules of Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA, the minimum funding standard of
Section&nbsp;412 of the Code or Section&nbsp;302 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
taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to
fund such Plan); (v) no &#147;reportable event&#148; (within the meaning of Section&nbsp;4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to
the Company or its subsidiaries; (vi)&nbsp;neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the
Pension Benefit Guaranty Corporation (&#147;<B>PBGC</B>&#148;), in the ordinary course and without default) in respect of a Plan (including a &#147;multiemployer plan&#148;, within the meaning of Section&nbsp;4001(a)(3) of ERISA); and
(vii)&nbsp;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
expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: (x)&nbsp;a material increase in the aggregate amount of contributions required to be made to all
Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries&#146; most recently completed fiscal year; or (y)&nbsp;a
material increase in the Company and its subsidiaries&#146; &#147;accumulated post-retirement benefit obligations&#148; (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company
and its subsidiaries&#146; most recently completed fiscal year. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(dd) The Company and its subsidiaries maintain an effective system of &#147;disclosure
controls and procedures&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13a-15(e)</FONT> 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
disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission&#146;s rules and forms, including controls and procedures
designed to ensure that such information is accumulated and communicated to the Company&#146;s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the
effectiveness of their disclosure controls and procedures as required by Rule <FONT STYLE="white-space:nowrap">13a-15</FONT> of the Exchange Act, and as of December&nbsp;31, 2021 and as of the last day of each of the Company&#146;s fiscal quarters
ended thereafter, such disclosure controls and procedures were effective to perform the functions for which they were established. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ee)
The Company and its subsidiaries maintain systems of &#147;internal control over financial reporting&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13a-15(f)</FONT> of the Exchange Act) that comply with the requirements of the Exchange
Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial
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)&nbsp;transactions are executed in
accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)&nbsp;access to
assets is permitted only in accordance with management&#146;s general or specific authorization; (iv)&nbsp;the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences and (v)&nbsp;interactive data in eXtensible Business Reporting Language (&#147;<B>XBRL Data</B>&#148;) included or incorporated by reference in the Registration Statement fairly presents the information called for in all
material respects and is prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. Based on the Company&#146;s most recent evaluation of its internal controls over financial reporting pursuant to Rule <FONT
STYLE="white-space:nowrap">13a-15(c)</FONT> of the Exchange Act, there are no material weaknesses in the Company&#146;s internal control over financial reporting. The Company&#146;s auditors and the Audit Committee of the Board of Directors of the
Company have been advised of: (i)&nbsp;all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the
Company&#146;s ability to record, process, summarize and report financial information; and (ii)&nbsp;any fraud, whether or not material, that involves management or other employees who have a significant role in the Company&#146;s internal controls
over financial reporting. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by
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
material respects and has been prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">20 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(gg) Except as would not reasonably be expected to have a Material Adverse Effect, the
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
accordance with customary industry practice for companies of comparable size, market capitalization and stage of business to protect the Company and its subsidiaries and their respective businesses, taken as a whole; and neither the Company nor any
of its subsidiaries has (i)&nbsp;received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii)&nbsp;any reason to believe
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(hh) Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to
the knowledge of the Company, any agent, controlled affiliate or other person &#147;associated with&#148; (as that term is defined in the Bribery Act 2010 of the United Kingdom) or acting on behalf of the Company or any of its subsidiaries has
(i)&nbsp;used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)&nbsp;made or taken an act in furtherance of an offer, promise or authorization of any direct or
indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on
behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii)&nbsp;violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or
regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or
anti-corruption law; or (iv)&nbsp;made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or
improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and
anti-corruption laws. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with
applicable anti-money laundering laws, including the U.S. criminal anti-money laundering statutes at 18 U.S.C. &#167;&#167; 1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its
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 &#147;Anti-Money Laundering Laws&#148;).
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
Company, threatened. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company,
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
enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (&#147;OFAC&#148;) or the U.S. Department of State and including, without
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">21 </P>

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limitation, the designation as a &#147;specially designated national&#148; or &#147;blocked person&#148;), the United Nations Security Council (&#147;UNSC&#148;), the European Union, Her
Majesty&#146;s Treasury (&#147;HMT&#148;) or other relevant sanctions authority (collectively, &#147;Sanctions&#148;), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or
target of Sanctions, including, without limitation, <FONT STYLE="white-space:nowrap">the&nbsp;non-government&nbsp;controlled</FONT> areas of the&nbsp;Zaporizhzhia&nbsp;and&nbsp;Kherson&nbsp;Regions of Ukraine, the
<FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#146;s Republic, or the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#146;s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order
14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a &#147;Sanctioned Country&#148;); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i)&nbsp;to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject
or target of Sanctions, (ii)&nbsp;to fund or facilitate any activities of or business in any Sanctioned Country or (iii)&nbsp;in any other manner that will result in a violation by any person (including any person participating in the transaction,
whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. 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
that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(kk) Each
of the Company and its subsidiaries, and, to the Company&#146;s knowledge, each of their affiliates and any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in
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
of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. The term &#147;<U>Export and Import Laws</U>&#148; means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export
Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services to <FONT STYLE="white-space:nowrap">non-U.S.</FONT> parties or the
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
of articles and information from and to the foreign country to parties not of the foreign country. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ll) No subsidiary of the Company is
currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary&#146;s capital stock, from
repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary&#146;s properties or assets to the Company or any other subsidiary of the Company. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(mm) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this
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, finder&#146;s fee or like
payment in connection with the offering and sale of the Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(nn) No person has the right to require the Company or any of its subsidiaries to register
any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the offering, issuance or sale of the Shares except such as have been waived. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or
which has constituted or which would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the
Registration Statement and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(qq) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company&#146;s directors or
officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the &#147;<B>Sarbanes-Oxley Act</B>&#148;), including
Section&nbsp;402 related to loans and Sections 302 and 906 related to certifications. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(rr) No forward-looking statement (within the
meaning of Section&nbsp;27A of the Act and Section&nbsp;21E 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
other than in good faith. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ss) Nothing has come to the attention of the Company that has caused the Company to believe that the
statistical and market-related data included in the Registration Statement and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
to official notice of issuance, on the Exchange. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(uu) The Class&nbsp;A Common Stock is an &#147;actively-traded security&#148; excepted
from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(vv) Any certificate signed by 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
Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">23 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Certain Covenants of the Company.</U> The Company hereby agrees with the Agent: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
similar rule) in connection with the offering or sale of Shares, before using or filing any amendment or supplement to the Registration Statement or the Prospectus (in each case, other than due to the filing of an Incorporated Document), to furnish
to the Agent a copy of each such amendment or supplement within a reasonable period of time before filing with the Commission or using any such amendment or supplement and the Company will not use or file any such proposed amendment or supplement to
which the Agent reasonably objects, unless the Company&#146;s 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
Agent reasonably objects unless the Company&#146;s legal counsel has advised the Company that use or filing of such document is required by law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the
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
delivered or filed on the Commission&#146;s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (collectively, &#147;<B>EDGAR</B>&#148;)) to the Agent via <FONT STYLE="white-space:nowrap">e-mail</FONT> in
&#147;.pdf&#148; format on such filing date to an <FONT STYLE="white-space:nowrap">e-mail</FONT> account designated by the Agent and, at the Agent&#146;s request, to also furnish copies of the Prospectus, each Prospectus Supplement, any other
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) To file timely all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
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
sale of the Shares, and during such same period to advise the Agent, promptly after the Company receives notice thereof, (i)&nbsp;of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement
to the Prospectus or any amended Prospectus has been filed with the Commission; (ii)&nbsp;of the issuance by the Commission of any stop order or any order preventing or suspending the use of any prospectus relating to the Shares or the initiation or
threatening of any proceeding for that purpose, pursuant to Section&nbsp;8A of the Act; (iii)&nbsp;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
for any such purpose; (iv)&nbsp;of any request by the Commission for the amendment of the Registration Statement or the amendment or supplementation of the Prospectus (in each case including any documents incorporated by reference therein) or for
additional information; (v)&nbsp;of the occurrence of any event as a result of which the Prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or
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)&nbsp;of the receipt by the Company of any notice of objection of the Commission
to the use of the Registration Statement or any post-effective amendment thereto. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) In the event of the issuance of any such stop order or of any such order preventing or
suspending the use of any such prospectus or suspending any such qualification, or of any notice of objection pursuant to Rule&nbsp;401(g)(2) under the Act, to use promptly its commercially reasonable efforts to obtain its withdrawal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities
or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate and to use its reasonable best efforts to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the
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
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
initiation of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) To make available to the Agent at its offices in New York City, without charge, as
soon as reasonably practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Agent, as many copies of the Prospectus and the Prospectus Supplement (or of the Prospectus or Prospectus
Supplement as amended or supplemented if the Company shall have made any amendments or supplements thereto and documents incorporated by reference therein after the effective date of the Registration Statement) as the Agent may reasonably request
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
amendment or amendments to the Registration Statement or the Prospectus as may be necessary to comply with the requirements of Section&nbsp;10(a)(3) of the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) To furnish or make available to the Agent during the Term (i)&nbsp;copies of any reports or other communications which the Company shall
send to its shareholders or shall from time to time publish or publicly disseminate and (ii)&nbsp;copies of all annual, quarterly and current reports filed with the Commission on Forms <FONT STYLE="white-space:nowrap">10-K,</FONT> <FONT
STYLE="white-space:nowrap">10-Q</FONT> and <FONT STYLE="white-space:nowrap">8-K,</FONT> 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
Agent may reasonably request regarding the Company or its subsidiaries, in each case as soon as such reports, communications, documents or information becomes available or promptly upon the request of the Agent, as applicable; provided, however,
that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Company&#146;s Internet website. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
opinion of counsel for the Agent or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such
counsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the Act, in </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>

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the case of such a determination by counsel to the Company, immediate notice shall be given, and confirmed in writing, to the Agent to cease the solicitation of offers to purchase the Shares in
the Agent&#146;s capacity as agent, and, in either case, the Company will, subject to Section&nbsp;4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Act, the Exchange
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
each fiscal quarter referred to below, an earnings statement (in form complying with the provisions of Section&nbsp;11(a) under the Act and Rule 158 of the Commission promulgated thereunder) covering each twelve-month period beginning, in each case,
not later than the first day of the Company&#146;s fiscal quarter next following each &#147;effective date&#148; (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j) To apply the net proceeds from the sale of the Shares in the manner described in the Prospectus Supplement under the caption &#147;Use of
Proceeds.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result
in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; <I>provided</I> that nothing herein shall prevent
the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course of business. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(l)
Except as otherwise agreed between the Company and the Agent, to pay all costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and filing of the Registration Statement, the Prospectus, and any amendments or supplements thereto,
and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii)&nbsp;the qualification of the Shares for offering and
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
therewith up to $5,000) and the printing and furnishing of copies of any blue sky surveys to the Agent, (iv)&nbsp;the listing of the Shares on the Exchange and any registration thereof under the Exchange Act, (v)&nbsp;any filing for review, and any
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
and of the Company&#146;s independent registered public accounting firm, (vii)&nbsp;the performance of the Company&#146;s other obligations hereunder and under any Terms Agreement and (viii)&nbsp;the reasonable and documented <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses of the Agent, including the reasonable fees and disbursements of counsel to the Agent (other than as specifically provided above) in connection with
this Agreement, which shall not exceed an aggregate of $300,000 for this Agreement and any Alternative Agreement, and ongoing services in connection with the transactions contemplated hereunder, which shall not exceed an aggregate of $25,000 on a
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
sale and marketing of the Shares, and legal costs of the Agent other than as specifically provided above. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">26 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement,
the Company will not offer shares of Class&nbsp;A Common Stock or any securities convertible into or exchangeable or exercisable for shares of the Class&nbsp;A Common Stock in a manner in violation of the Act or the Exchange Act; and the Company
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(n) Unless the Company has given written notice to the Agent that the Company has suspended activity under this Agreement and there are no
pending Agency Transactions or Principal Transactions, the Company will not, without (A)&nbsp;giving the Agent at least three Exchange Business Days&#146; prior written notice specifying the nature of the proposed sale and the date of such proposed
sale<B> </B>and (B)&nbsp;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)&nbsp;offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class&nbsp;A Common Stock or other equity
securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for Class&nbsp;A Common Stock or other equity securities of the Company, or submit to, or file with, the Commission any registration statement
under the Act with respect to any of the foregoing (other than a registration statement on Form <FONT STYLE="white-space:nowrap">S-8</FONT> or post-effective amendment to the Registration Statement), or publicly announce the intention to undertake
any of the foregoing, or (ii)&nbsp;enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Class&nbsp;A Common Stock or other equity securities of the Company, whether any such
transaction described in clause (i)&nbsp;or (ii) above is to be settled by delivery of shares of Class&nbsp;A Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A)&nbsp;Shares offered and sold under
this Agreement, any Alternative Agreement, any Terms Agreement or Any Alternative Terms Agreement or (B)&nbsp;securities issued pursuant to any of the Company&#146;s equity incentive plans described in the Registration Statement and the Prospectus
or upon the exercise of options granted thereunder. Any <FONT STYLE="white-space:nowrap">lock-up</FONT> provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(o) The Company will use commercially reasonable efforts to cause the Shares to be listed on the Exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(p) The Company consents to the Agent trading in the Class&nbsp;A Common Stock for the Agent&#146;s own account and for the account of its
clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(q) If immediately prior to the
third anniversary (the &#147;<B>Renewal Deadline</B>&#148;) of the initial effective date of the Registration Statement, the aggregate Gross Sales Price of Shares sold by the Company pursuant to this Agreement, any Terms Agreements, the Alternative
Agreements and any Alternative Terms Agreement, in the aggregate, is less than the Maximum </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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Amount and this Agreement has not expired or been terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, an automatic shelf
registration statement relating to the Shares, in a form satisfactory to the Agent. 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 registration statement relating to the Shares, in a form satisfactory to the Agent, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company
will take all other action necessary or appropriate to permit the issuance and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. References herein to the Registration Statement shall include
such new automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">5. <U>Execution of
Agreement</U>. The Agent&#146;s 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: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) the Company shall have delivered to the Agent: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">an officers&#146; certificate signed by two officers of the Company (one of whom shall be the Chief Financial
Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">an opinion and a negative assurance letter of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, Professional
Corporation, counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form and substance satisfactory to the Agent; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a &#147;comfort&#148; letter from Ernst&nbsp;&amp; Young LLP, addressed to the Agent and dated the date of this
Agreement, addressing such matters as the Agent may reasonably request; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a certificate signed by the Company&#146;s Chief Financial Officer, in substantially the form of Exhibit C
hereto, certifying as to certain financial, numerical and statistical data not covered by the &#147;comfort&#148; letter referred to in Section&nbsp;5(a)(iii) hereof; </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(v)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">evidence reasonably satisfactory to the Agent and its counsel that the Shares have been approved for listing on
the Exchange, subject only to notice of issuance on or before the date hereof; </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vi)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">resolutions duly adopted by the Company&#146;s board of directors, and certified by an officer of the Company,
authorizing the Company&#146;s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">such other documents as the Agent shall reasonably request; and </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Agent shall have received a letter or letters, which shall include legal opinions
and negative assurance statements, of Sullivan&nbsp;&amp; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">6. <U>Additional Covenants of the Company</U>. The Company further covenants and agrees with the Agent as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and
delivery by the Company of a Terms Agreement shall be deemed to be (i)&nbsp;an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto
are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii)&nbsp;an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and
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
Transaction Acceptance or Terms Agreement, as the case may be). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Each time that (i)&nbsp;the Registration Statement or the Prospectus
shall be amended or supplemented (including, except as noted in the proviso at the end of this Section&nbsp;6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii)&nbsp;the
Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii)&nbsp;above, a &#147;<B>Bring-Down Delivery Date</B>&#148;), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent
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,
delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to
the time of delivery of such certificates and, in the case of the Chief Financial Officer&#146;s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants&#146; &#147;comfort&#148; letter dated
as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have
requested that the Chief Financial Officers&#146; 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
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); <I>provided</I>, <I>however</I>, that the filing of a Current Report on Form <FONT
STYLE="white-space:nowrap">8-K</FONT> will not constitute a Bring-Down Delivery Date under clause (i)&nbsp;above unless either (A)&nbsp;the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event
or events reported in such Current Report on Form <FONT STYLE="white-space:nowrap">8-K,</FONT> whether the information contained therein is considered &#147;furnished&#148; or &#147;filed&#148; under the Exchange Act or (B)&nbsp;such Current Report
on Form <FONT STYLE="white-space:nowrap">8-K</FONT> contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
on Form <FONT STYLE="white-space:nowrap">8-K</FONT> or part thereof under Item 2.02 of Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> of the Commission that is considered
&#147;filed&#148; under the Exchange Act but excluding any Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> or part thereof under Item 7.01 or Item 2.02 of Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> of the Commission
that is considered &#147;furnished&#148; under the Exchange Act; and <I>provided, further,</I> that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration
Statement will not constitute a Bring-Down Delivery Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees
otherwise, cause to be furnished to Agent (A)&nbsp;the written opinion and, if not included in such opinion, negative assurance letter of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, Professional Corporation, counsel to the Company, and the written
opinion and a negative assurance letter of Sullivan&nbsp;&amp; Cromwell LLP, counsel to the Agent,<B> </B>each dated as of the applicable Bring-Down Delivery Date and delivered within one<B> </B>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, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section&nbsp;5(a)(ii) or
Section&nbsp;5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such opinions and letters, or, in lieu of such opinions and letters,
each<B> </B>such counsel shall furnish the Agent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section&nbsp;5(a)(ii) or Section&nbsp;5(b), as applicable, furnished to the
Agent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement or the Prospectus as
amended and supplemented to the time of delivery of such letters authorizing reliance). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) Each Bring-Down Delivery Date, the Company
shall, unless the Agent agrees otherwise, cause Ernst&nbsp;&amp; Young LLP to furnish to the Agent a &#147;comfort&#148; letter, dated as of the applicable Bring-Down Delivery Date and delivered within one<B> </B>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, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section&nbsp;5(a)(iii) hereof,
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
any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a &#147;comfort&#148;
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,
delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request<B>. </B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) (i) No order
suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section&nbsp;8A under the Act shall be pending before or<B> </B>threatened by the Commission; the Prospectus shall have
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
sale in any jurisdiction, or of the initiation or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">30 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a
Transaction Acceptance to the Company; and (ii)&nbsp;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
statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in
connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)&nbsp;at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making
available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst&nbsp;&amp; Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by
reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial
statements) for an update on diligence matters with representatives of the Agent and (ii)&nbsp;at each Bring-Down Delivery Date and otherwise as the Agent may reasonably request, providing information and making available documents and appropriate
corporate officers of the Company and representatives of Ernst&nbsp;&amp; Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the
consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the
Agent and its counsel. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) The Company shall disclose, in its quarterly reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> and
in its annual report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> and, if requested by the Agent, in supplements to the Prospectus to be filed by the Company with the Commission from time to time, the number of the Shares sold through the
Agent under this Agreement and any Terms Agreement, and the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter
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 <FONT STYLE="white-space:nowrap">10-K,</FONT> during the fiscal year covered by such Annual Report
and the fourth quarter of such fiscal year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) Notwithstanding the foregoing, the requirements to provide the officers&#146;
certificate, opinions and letters of counsel and accountants&#146; letter specified in Section&nbsp;6(b) through 6(d) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a
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
calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
relied on the waiver under this Section&nbsp;6(h), then before the Company delivers the Transaction Proposal or executes a Terms Agreement hereunder or under any Alternative Agreement or the
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&#146; letter specified in Section&nbsp;6(b) through
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">All opinions, letters and other documents referred to in Sections 6(b) through (d)&nbsp;above shall be reasonably satisfactory in form and
substance to the Agent. The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via <FONT STYLE="white-space:nowrap">e-mail</FONT> as soon as reasonably practicable thereafter) as is reasonably
practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)&nbsp;above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>Conditions of the Agent&#146;s Obligation</U>. The Agent&#146;s obligation to solicit purchases on an agency basis for the Shares or
otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the following conditions: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Offering Date(s) and at the relevant Time of
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:
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The representations, warranties and agreements on the part of the Company herein contained or contained in any
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.
</P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company shall have performed and observed its covenants and other obligations hereunder and/or under any
Terms Agreement, as the case may be, in all material respects. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the
case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, trading in the Class&nbsp;A Common Stock on the Exchange shall not have
been suspended. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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<Center><DIV STYLE="width:8.5in" align="left">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">From the date of this Agreement, no event or condition of a type described in Section&nbsp;3(e) hereof shall
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
offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement and the Prospectus. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(v)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to
execution of the applicable Terms Agreement, (A)&nbsp;no downgrading shall have occurred in the rating accorded any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries by any &#147;nationally
recognized statistical rating organization&#148;, as such term is defined by the Commission for purposes of Section&nbsp;3(a)(62) of the Exchange Act and (B)&nbsp;no such organization shall have publicly announced that it has under surveillance or
review, or has changed its outlook with respect to, its rating of any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible
upgrading) in each case that has not been described in any supplement to the Prospectus issued or document incorporated by reference filed prior to any related Time of Sale. </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vi)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Shares to be issued pursuant to the Transaction Acceptance or pursuant to a Terms Agreement, as applicable,
shall have been approved for listing on the Exchange, subject only to notice of issuance. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted
or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B)&nbsp;no injunction or order of any federal, state or foreign court
shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(viii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for
such purpose or pursuant to Section&nbsp;8A of the Act shall be pending before or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have
been received by the Company; (B)&nbsp;the Prospectus shall have been timely filed with the Commission under the Act; (C)&nbsp;all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent;
and (D)&nbsp;no suspension of the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. 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 statements therein, in the light of the circumstances under which they were made, not
misleading at the time the Agent delivers a Transaction Acceptance to the Company or the Company and the Agent execute a Terms Agreement, as the case may be. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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<Center><DIV STYLE="width:8.5in" align="left">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ix)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">No amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the
Agent shall have reasonably objected in writing. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) 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, on such Principal Settlement Date, the Agent shall have received the officers&#146; certificates, opinions and negative assurance
letters of counsel and &#147;comfort&#148; letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity and without limitation to any other provision of this Section&nbsp;7 or elsewhere in this
Agreement, the parties hereto agree that the Agent&#146;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the
Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall have received the documents described in the preceding sentence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Termination</U>. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="top" ALIGN="left">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the
Agent. Any such termination shall be without liability of either party to the other party, except that (A)&nbsp;with respect to any pending sale, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full
force and effect notwithstanding such termination; and (B)&nbsp;the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement
shall remain in full force and effect notwithstanding such termination. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="10%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(ii)&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant
to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="top" ALIGN="left">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to
the Company. Any such termination shall be without liability of either party to the other party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only
Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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<TD WIDTH="4%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant
to such Terms Agreement shall be subject to termination by the Agent at any time prior to or at the Principal Settlement Date if (A)&nbsp;since the time of execution of the Terms Agreement or the respective dates as of which information is given in
the Registration Statement and the Prospectus, (i)&nbsp;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
Mercantile Exchange or the Chicago Board of Trade; (ii)&nbsp;trading of any securities issued or guaranteed by the Company or any of its subsidiaries shall have been suspended on any exchange or in any
<FONT STYLE="white-space:nowrap">over-the</FONT> counter market, (iii)&nbsp;a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities, (iv)&nbsp;there shall have occurred any outbreak or
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 Agent&#146;s judgment, is
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. If the Agent elects to terminate its
obligations pursuant to this Section&nbsp;8(b)(ii), the Company shall be notified promptly in writing. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) This
Agreement shall remain in full force and effect until the earliest of (A)&nbsp;termination of the Agreement pursuant to Section&nbsp;8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B)&nbsp;such date that the Maximum
Amount<B> </B>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)&nbsp;the third anniversary of the date of this Agreement, in each
case except that the provisions of Section&nbsp;3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect
notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this Agreement shall be effective on the date specified in such notice of
termination; <I>provided</I> 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
required pursuant to Section&nbsp;8(a) or (b). If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section&nbsp;2 hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Indemnity and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls
the Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 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
fees and other expenses incurred in connection with any suit, action or proceeding </P>
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or any claim asserted, as such fees and expenses are incurred), that arise out of, or are based upon, (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii)&nbsp;any
untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information
furnished by the Agent consists of the information described as such in subsection (b)&nbsp;below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Agent agrees to indemnify and
hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act to the same extent
as the indemnity set forth in paragraph (a)&nbsp;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
reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement
thereto) or any road show, it being understood and agreed upon that such information shall consist solely of the following: the information appearing in the third sentence of the first paragraph under the caption &#147;Plan of Distribution&#148; in
the Prospectus Supplement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand
shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section&nbsp;9(a) or 9(b) above, such person (the &#147;<B>Indemnified Person</B>&#148;) shall promptly notify the person against
whom such indemnification may be sought (the &#147;<B>Indemnifying Person</B>&#148;) in writing; <U>provided</U> that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section&nbsp;9
except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and <U>provided</U>, <U>further</U>, that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have to an Indemnified Person otherwise than under this Section&nbsp;9. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the
Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others
entitled to indemnification pursuant to this Section&nbsp;9 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
fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless </P>
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(i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary; (ii)&nbsp;the Indemnifying Person has failed within a reasonable time to retain
counsel reasonably satisfactory to the Indemnified Person; (iii)&nbsp;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
Indemnifying Person; or (iv)&nbsp;the named parties in any such proceeding (including any impleaded parties) included both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the
reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for (A)&nbsp;the Agent and its affiliates, directors and officers and its control persons, if any, or (B)&nbsp;the Company, its directors,
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. Any such separate firm for the
Agent and its affiliates, directors and officers and its control persons, if any, shall be designated in writing by the Agent, and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and its
control persons, if any, shall be designated in writing by the Company.<B> </B>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
final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification is or could have been sought hereunder by such Indemnified Person, unless
such settlement (x)&nbsp;includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and
(y)&nbsp;does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an
Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this Section&nbsp;9(c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its
written consent if (i)&nbsp;such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii)&nbsp;such Indemnifying Person shall have received notice of the terms of such settlement at least
30 days prior to such settlement being entered into and (iii)&nbsp;such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) If the indemnification provided for in Sections&nbsp;9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i)&nbsp;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
the Shares pursuant to this Agreement and any Terms Agreements or (ii)&nbsp;if the allocation provided by clause (i)&nbsp;is not permitted by applicable </P>
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law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)&nbsp;but also the relative fault of the Company, on the one hand, and the Agent, on
the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the
Agent, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total
discounts and commissions received by the Agent in connection therewith bear to the aggregate Gross Sales Price of such Shares. The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among
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
parties&#146; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) The
Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section&nbsp;9 were determined by <U>pro</U> <U>rata</U> allocation or by any other method of allocation that does not take account of the equitable
considerations referred to in Section&nbsp;9(d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section&nbsp;9(d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section&nbsp;9, in no event shall the Agent be required to contribute
any amount in excess of the amount by which the total discounts and commissions received by the Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that the Agent has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The remedies provided for in this
Section&nbsp;9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">10. <U>Notices</U>. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been
duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects if delivered or sent to Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, to the
attention of the General Counsel (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 Hettrich (email: [***]), [***]
(email: [***]) and [***] (email: [***]). Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Michael Murphy (telephone number: [***]; email: [***]), Adriano
Pierroz (telephone number: [***]; email: [***]) and Madeleine Stow (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan&nbsp;&amp; Cromwell LLP, attention: John Savva (email: savvaj@sullcrom.com); and
Transaction Acceptances shall be delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to Wilson Sonsini
Goodrich&nbsp;&amp; Rosati, P.C., attention: Michael Danaher (MDanaher@wsgr.com). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>No Fiduciary Relationship</U>. The Company acknowledges and agrees that the Agent is
acting solely in the capacity of an arm&#146;s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering)
and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Agent is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agent shall have no
responsibility or liability to the Company with respect thereto. Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agent and
shall not be on behalf of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related
numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. <U>Miscellaneous</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)
<I>Governing Law</I>. This Agreement, any Terms Agreement and any claim, controversy or dispute arising under or relating to this Agreement or any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New
York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) <I>Submission to Jurisdiction</I>. The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal
and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Agent waive any objection which it may
now or hereafter have to the laying of venue of any such suit or proceeding in such courts. 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
Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) <I>Waiver of
Jury Trial.</I> Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement and any Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <U>Persons Entitled to Benefit of Agreement</U>. This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon
the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section&nbsp;9 hereof. Nothing in this Agreement or any Terms Agreement is intended or shall
be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any such Terms Agreement or any provision contained herein or therein. No purchaser of Shares from or through the Agent
shall be deemed to be a successor merely by reason of purchase. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <U>Counterparts</U>. This Agreement and any Terms Agreement may be signed in
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. Counterparts may be delivered via
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
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <U>Survival</U>. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the
Agent contained in this Agreement or any Terms Agreement or made by or on behalf of the Company or the Agent pursuant to this Agreement or any Terms Agreement or any certificate delivered pursuant hereto or thereto shall survive the delivery of and
payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any Terms Agreement or any investigation made by or on behalf of the Company or the Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17. <U>Certain Defined Terms</U>. For purposes of this Agreement, except where otherwise expressly provided, the term &#147;affiliate&#148;
has the meaning set forth in Rule 405 under Act; the term &#147;business day&#148; means any day other than a day on which banks are permitted or required to be closed in New York City; and the term &#147;subsidiary&#148; has the meaning set forth
in Rule 405 under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18. <U>Recognition of the U.S. Special Resolution Regimes</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from the Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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.
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
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">As used in this Section&nbsp;18: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;BHC Act Affiliate&#148; has the meaning assigned to the term &#147;affiliate&#148; in, and shall be interpreted in accordance with, 12
U.S.C. &#167; 1841(k). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;Covered Entity&#148; means any of the following: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(i) a &#147;covered entity&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167; 252.82(b); </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(ii) a &#147;covered bank&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167; 47.3(b); or </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(iii) a &#147;covered FSI&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167; 382.2(b). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;Default Right&#148; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. &#167;&#167;
252.81, 47.2 or 382.1, as applicable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;U.S. Special Resolution Regime&#148; means each of (i)&nbsp;the Federal Deposit Insurance Act
and the regulations promulgated thereunder and (ii)&nbsp;Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19. <U>Compliance with USA Patriot Act</U>. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. <FONT
STYLE="white-space:nowrap">107-56</FONT> (signed into law October&nbsp;26, 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
of its clients, as well as other information that will allow the Agent to properly identify its clients. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">20. <U>Amendments or
Waivers</U>. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties
hereto or thereto as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">21. <U>Headings</U>. The headings herein and in any Terms Agreement are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[</B>Signature Page Follows<B>]</B> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">41 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding between the Company and the Agent,
please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Agent. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">QUANTUMSCAPE CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Kevin Hettrich</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: Kevin Hettrich</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Chief Financial Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed to as of the </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">date first above written: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>

<TD WIDTH="13%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">COWEN AND COMPANY, LLC </TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Michael Murphy</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Michael Murphy</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Managing Director</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">42 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit A </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">QuantumScape Corporation Class&nbsp;A Common Stock </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>TERMS AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">_____________, 20__ </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Cowen and Company, LLC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">599 Lexington Avenue </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10022 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dear Sirs and Madams: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">QuantumScape Corporation,
a Delaware corporation (the &#147;<B>Company</B>&#148;), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement dated&nbsp;February 28, 2023 (the &#147;<B>Distribution Agreement</B>&#148;) between the Company
and Cowen and Company, LLC (the &#147;<B>Agent</B>&#148;), to issue and sell to the Agent the securities specified in the Schedule hereto (the &#147;<B>Purchased Securities</B>&#148;). Unless otherwise defined below, terms defined in the
Distribution Agreement shall have the same meanings when used herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Each of the provisions of the Distribution Agreement not
specifically related to 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 set forth in full herein. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased
Securities, in the form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company
agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Agent trading
in the Class&nbsp;A Common Stock for Agent&#146;s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I></I><B><I>[</I></B><I>Signature Page Follows</I><B><I>]</I></B><I> </I></P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If the foregoing is in accordance with your understanding, please sign and return to us a
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. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">QUANTUMSCAPE CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:___________________________</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed as of </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">the date first above written: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

<TD WIDTH="98%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">COWEN AND COMPANY, LLC </TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:_____________________________</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Schedule to Terms Agreement </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Title of Purchased Securities: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Class&nbsp;A
Common Stock, par value $0.0001 per share </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Number of Shares of Purchased Securities: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>[</B>&#149;<B>]</B> shares </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Initial Price to
Public: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">$<B>[</B>&#149;<B>]</B> per share </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Purchase Price Payable by the Agent: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">$<B>[</B>&#149;<B>]</B> per share </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Method of and
Specified Funds for Payment of Purchase Price: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>[</B>By wire transfer to a bank account specified by the Company in same day
funds.<B>]</B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Method of Delivery: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>[</B>To the Agent&#146;s account, or the account of the Agent&#146;s designee, at The Depository Trust Company via DWAC in return for
payment of the purchase price.<B>]</B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Settlement Date: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">[&#149;], 20[&#149;] </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Closing Location: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>[&#149;] </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Documents to be Delivered: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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
Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any amendments or supplements to the Registration Statement, the Prospectus and any documents incorporated by reference therein):
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(1) the officers&#146; certificate referred to in Section&nbsp;5(a)(i); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(2) the opinions and negative assurance letters of the Company&#146;s outside counsel referred to in Section&nbsp;5(a)(ii); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(3) the &#147;comfort&#148; letter referred to in Section&nbsp;5(a)(iii); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(4) <B>[</B>the Chief Financial Officer&#146;s certificate referred to in Section&nbsp;5(a)(iv)<B>]</B>; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(5) the opinion and negative assurance letter referred to in Section&nbsp;5(b); and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(6) such other documents as the Agent shall reasonably request. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Time of sale: <B>[</B>&#149;<B>]</B> <B>[</B>a.m./p.m.<B>]</B> (New York City time) on <B>[</B>&#149;<B>]</B>, <B>[</B>&#149;<B>]</B> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Time of sale information: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The number of shares of Purchased Securities set forth above </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The initial price to public set forth above </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="3%" VALIGN="top" ALIGN="left"><B>&#149;</B></TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><B>[Other] </B></P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-4 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit B </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>OFFICERS&#146; CERTIFICATE </U></B></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated
[&#149;], 2023 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">We, Jagdeep Singh, Chief Executive Officer and Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a
Delaware corporation (the &#147;<B>Company</B>&#148;), do hereby certify that this certificate is signed by us pursuant to those certain Distribution Agreements dated February&nbsp;28, 2023 between the Company and each of J.P. Morgan Securities LLC,
Cowen and Company, LLC, Deutsche Bank Securities Inc., and UBS Securities, LLC (the &#147;<B>Agreements</B>&#148;), and do hereby further certify on behalf of the Company, as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. 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
as of this date; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied
pursuant to the Agreements on or prior to the date hereof; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. The Company&#146;s Registration Statement (File <FONT
STYLE="white-space:nowrap">No.&nbsp;333-266419)</FONT> 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
that purpose or pursuant to Section&nbsp;8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule
401(g)(2) under the Act has been received by the Company; and all requests for additional information on the part of the Commission have been complied with; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated
therein, there has not been any material change in the capital stock (other than as a result of (A)&nbsp;the exercise or settlement (including any &#147;net&#148; or &#147;cashless&#148; 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 Company&#146;s equity plans that are described in the Registration Statement and the Prospectus, (B)&nbsp;the issuance of shares of
capital stock upon the exercise of warrants to purchase shares of the Company&#146;s capital stock that are described in the Registration Statement and the Prospectus, (C)&nbsp;the repurchase of shares of capital stock upon termination of the
holder&#146;s 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
Company&#146;s repurchase, or (D)&nbsp;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
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
regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties,
</P>
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management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)&nbsp;neither the Company nor any of its
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
taken as a whole; and (iii)&nbsp;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,
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[Signature Page Follows] </P>
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<TD VALIGN="top">Name:</TD></TR>
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<TD VALIGN="top">Name:</TD></TR>
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<TD VALIGN="top">Title:</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit C </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CFO Certificate </B></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated [&#149;], 2023
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the &#147;<B>Company</B>&#148;), does hereby
certify, pursuant to those certain Distribution Agreements dated February&nbsp;28, 2023 (the &#147;<B>Distribution Agreements</B>&#148;) between the Company and each of J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities
Inc., and UBS Securities, LLC that: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">I have reviewed the data included as Exhibits A through [D<B>]</B> hereto, which was included in the
Registration Statement, the Prospectus, the Company&#146;s Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the fiscal year ended December&nbsp;31, <B>[Insert year covered by most recent Form <FONT STYLE="white-space:nowrap">10-K]</FONT>
</B>and in the Company&#146;s Quarterly Reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> for the quarters ended &#149; and &#149; <B>[Insert reference to any subsequent Form <FONT STYLE="white-space:nowrap">10-Qs</FONT> and any
applicable Form <FONT STYLE="white-space:nowrap">8-Ks]</FONT> </B>(collectively, the &#147;<B>Documents</B>&#148;). This will confirm that (a)&nbsp;the financial data that is circled or otherwise indicated on Exhibits A through [D<B>]</B> hereto
have been derived from the accounting and other records of the Company and its subsidiaries or [unaudited financial statements of &#149;<B>]</B> and <B>[</B>in each case<B>]</B> have been prepared, to the extent applicable, in compliance with the
requirements of Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved except as may be expressly stated in the related notes thereto, and that all such
data is accurate and fairly presented in all material respects and (b)&nbsp;the statistical or market-related data that is circled or otherwise indicated on Exhibits A through [D]<B> </B>hereto<B> </B>have been based on or derived from information
set forth in or provided by from sources that are reliable and accurate in all material respects and accurately reflects all such information.<B> </B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. </P>
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<TD VALIGN="top">Name: Kevin Hettrich</TD></TR>
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<TD VALIGN="top">Title: Chief Financial Officer</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.3 </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>DISTRIBUTION AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">February&nbsp;28, 2023 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Deutsche Bank Securities
Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1 Columbus Circle </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10019 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">QuantumScape Corporation, a Delaware
corporation (the &#147;<B>Company</B>&#148;), confirms its agreement with Deutsche Bank Securities Inc., as agent and/or principal under any Terms Agreement (as defined in Section&nbsp;1(a) below) (&#147;<B>you</B>&#148; or the
&#147;<B>Agent</B>&#148;), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this &#147;<B>Agreement</B>&#148;), of
Class&nbsp;A Common Stock, $0.0001 par value per share (the &#147;<B>Class</B><B></B><B>&nbsp;A Common Stock</B>&#148;), of the Company on the terms set forth in Section&nbsp;1 of this Agreement. Such shares are hereinafter collectively referred to
as the &#147;<B>Shares</B>&#148; and are described in the Prospectus referred to below. On the date hereof, the Company has entered into additional distribution agreements substantially similar to this Agreement (the &#147;<B>Alternative
Agreements</B>&#148;) with each of Cowen and Company, LLC, J.P. Morgan Securities LLC and UBS Securities LLC (each, an &#147;<B>Alternative</B> <B>Agent</B>,&#148; and, collectively, the &#147;<B>Alternative Agents</B>&#148;; and the Agent and the
Alternative Agents, collectively, the &#147;<B>Agents</B>&#148;). The aggregate Gross Sales Price (as defined in Section&nbsp;2(b) below) of the Shares that may be sold collectively pursuant to this Agreement and the Alternative Agreements shall not
exceed an aggregate of $400,000,000<B> </B>(the &#147;<B>Maximum Amount</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The Company has filed with the U.S. Securities and
Exchange Commission (the &#147;<B>Commission</B>&#148;) a registration statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> (No. <FONT STYLE="white-space:nowrap">333-266419)</FONT> (the &#147;<B>registration statement</B>&#148;) for the
registration of the Shares and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the &#147;<B>Act</B>&#148;); and such registration statement sets
forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. Except where the context otherwise requires, &#147;<B>Registration Statement</B>,&#148; as used
herein, means the registration statement, as amended at the time of such registration statement&#146;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Agent, including (1)&nbsp;all documents filed as a part
thereof or incorporated or deemed to be incorporated by reference therein and (2)&nbsp;any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such
information is deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. &#147;<B>Base Prospectus</B>&#148; means the prospectus dated August&nbsp;10, 2022 filed as part of the
Registration Statement, including the documents incorporated by reference therein as of the date of such prospectus; &#147;<B>Prospectus Supplement</B>&#148; means the most recent prospectus supplement relating to the Shares, to be filed by the
Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date of its first use in connection with a public offering </P> <P STYLE="font-size:18pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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; &#147;<B>Prospectus</B>&#148; means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of
Section&nbsp;4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b)) together with the Base Prospectus attached to or used with the Prospectus Supplement. Any reference herein to the Registration Statement, the Base
Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#147;<B>Incorporated
Documents</B>&#148;), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms &#147;amend,&#148; &#147;amendment&#148; or &#147;supplement&#148;
with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the 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 &#147;<B>Exchange Act</B>&#148;) 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. References in this Agreement to financial statements or other information that is &#147;contained,&#148; &#147;included,&#148; &#147;described,&#148; &#147;set
forth&#148; or &#147;provided&#148; in the Registration Statement, the Base Prospectus, the 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The Company and the Agent agree as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Issuance and Sale</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) 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 necessary for the Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company,
the Company and the Agent shall enter into an agreement in accordance with Section&nbsp;2 hereof regarding the number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each
such transaction being referred to as an &#147;<B>Agency Transaction</B>&#148;). The Company may also offer to sell the Shares directly to the Agent, as principal, in which event such parties shall enter into a separate agreement (each, a
&#147;<B>Terms Agreement</B>&#148;) in substantially the form of Exhibit A hereto (with such changes thereto as may be agreed upon by the Company and the Agent to accommodate a transaction involving additional underwriters), relating to such sale in
accordance with Section&nbsp;2(g) of this Agreement (each such transaction being referred to as a &#147;<B>Principal Transaction</B>&#148;). As used herein, (i)&nbsp;the &#147;<B>Term</B>&#148; shall be the period commencing on the date hereof and
ending on the earlier of (x)&nbsp;the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant to this Agreement, the Alternative Agreements, any Terms Agreements and any &#147;Terms Agreement,&#148; as defined under and
entered into pursuant to any Alternative Agreement (an &#147;<B>Alternative Terms Agreement</B>&#148;), is equal to the Maximum Amount<B> </B>and (y)&nbsp;any termination of this Agreement pursuant to Section&nbsp;8, (ii) an &#147;<B>Exchange
Business Day</B>&#148; means any day during the Term that is a trading day for the Exchange other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) &#147;<B>Exchange</B>&#148;
means the New York Stock Exchange. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Subject to the terms and conditions set forth below, the Company appoints the Agent as
agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance
with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (as defined below). Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. The Company shall be obligated to
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
only if and when the Company makes a Transaction Proposal to the Agent related to such an Agency Transaction and a Transaction Acceptance related to such Agency Transaction has been delivered to the Company by the Agent as provided in Section&nbsp;2
below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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 Company pursuant to this Agreement other than (A)&nbsp;in transactions that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act and meet the definition of an &#147;at the market offering&#148; under Rule 415(a)(4)
under the Act (such transactions are hereinafter referred to as &#147;<B>At the Market Offerings</B>&#148;) and (B)&nbsp;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 the Agent in writing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will
confirm in writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section&nbsp;2(b) below) no later than the opening of trading on the
immediately following Exchange Business Day. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant
to the terms of any Agency Transaction or Terms Agreement, the Company shall (i)&nbsp;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 of such default by the Company and (ii)&nbsp;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 Section&nbsp;2(b) below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The Company acknowledges and agrees that (i)&nbsp;there can be no assurance that the Agent will be successful in selling the Shares,
(ii)&nbsp;the Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal
trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (iii)&nbsp;the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this
Agreement, except as may otherwise be specifically agreed by the Agent and the Company in a Terms Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) The Company agrees that, during the term of this Agreement, any offer to sell, any
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.
The Company further agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company pursuant to this Agreement or the Alternative Agreements shall only be effected by or through only one of the Agents on any
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Transaction Acceptances and Terms Agreements</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company may, from time to time during the Term, propose to the Agent that they enter into an Agency Transaction to be executed on a
specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A
hereto to make such sales and shall set forth the information specified below (each, a &#147;<B>Transaction Proposal</B>&#148;). If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to
modified terms for such proposed Agency Transaction, then the Agent shall promptly deliver to the Company by email a notice (each, a &#147;<B>Transaction Acceptance</B>&#148;) confirming the terms of such proposed Agency Transaction as set forth in
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
the Agent. Each Transaction Proposal shall specify: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold
(each, an &#147;<B>Offering Date</B>&#148;); </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the maximum number of Shares to be sold by the Agent (the &#147;<B>Specified Number of Shares</B>&#148;) on, or
over the course of, such Offering Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant Transaction Acceptance; and; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the lowest price, if any, at which the Company is willing to sell Shares on each such Offering Date or a
formula pursuant to which such lowest price shall be determined (each, a &#147;<B>Floor Price</B>&#148;); and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">if other than 3.0% of the Gross Sales Price, the Agent&#146;s discount or commission. </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">A Transaction Proposal shall not set forth a Specified Number of Shares that, when added to the aggregate number or aggregate
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
shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Company&#146;s board of directors or, if permitted by applicable law </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">
and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof. The Company shall have responsibility for maintaining records with respect
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
Shares offered and sold does not exceed, and the price at which any Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum price authorized from time to time by the Company&#146;s
board of directors or, if permitted by applicable law and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof. In the event that more than one Transaction Acceptance with respect to any
Offering Date(s) is delivered by the Agent to the Company, the latest Transaction Acceptance shall govern any sales of Shares for the relevant Offering Date(s), except to the extent of any action occurring pursuant to a prior Transaction Acceptance
and prior to the delivery to the Company of the latest Transaction Acceptance. The Company or the Agent may, upon notice to the other such party by telephone (confirmed promptly by <FONT STYLE="white-space:nowrap">e-mail),</FONT> suspend or
terminate the offering of the Shares pursuant to Agency Transactions for any reason; <I>provided</I>, <I>however</I>, that such suspension or termination shall not affect or impair the parties&#146; respective obligations with respect to the Shares
sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Notwithstanding the foregoing, if the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Offering Date,
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,
as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The
Offering Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance. Except as otherwise agreed between the Company and the
Agent, the Agent&#146;s commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%,<B> </B>of the actual sales price of such Shares (the &#147;<B>Gross Sales Price</B>&#148;), which
commission shall be as set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance; <I>provided</I>, <I>however</I>, that such commission shall not apply when the Agent acts as principal, in which case such commission or
a discount shall be set forth in the applicable Terms Agreement. The Gross Sales Price less the Agent&#146;s commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or
self-regulatory organization in respect of the sale of the applicable Shares is referred to herein at the &#147;<B>Net Sales Price</B>.&#148; Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares in an Agency
Transaction that would constitute a &#147;distribution,&#148; within the meaning of Rule 100 of Regulation M under the Exchange Act or a &#147;block&#148; within the meaning of Rule <FONT STYLE="white-space:nowrap">10b-18(a)(5)</FONT> under the
Exchange Act, the Company will provide the Agent, at the Agent&#146;s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions of counsel, accountants&#146; letters and officers&#146; certificates
pursuant to Section&nbsp;5(a) hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with
respect to such transaction. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) Payment of the Net Sales Price for Shares sold by the Company on any Offering Date
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
Agency Settlement Date (as defined below)) against delivery of such Shares to the Agent&#146;s account, or an account of the Agent&#146;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#147;<B>DWAC</B>&#148;) or by such other means of delivery as may be agreed to by the Company and the Agent. Such payment and delivery shall be made at or about 10:00 a.m. (New York City time) on the second Exchange Business Day (or such other day
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 &#147;<B>Agency Settlement Date</B>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
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
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are
not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Acceptance or any Terms Agreement shall be suspended until that or other exemptive provisions have been
satisfied in the judgment of each party. 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,
the Company shall calculate the average daily trading volume (as defined under &#147;<B>ADTV</B>&#148; by Rule 100 of Regulation M under the Exchange Act) of the Class&nbsp;A Common Stock based on market data provided by Bloomberg L.P. or such other
sources as agreed upon by the Company and the Agent. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(f)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth
in Section&nbsp;2(a) of this Agreement to the Agent in a Principal Transaction, it will notify the Agent of the proposed terms of the Principal Transaction. If the Agent, acting as principal, wishes to accept such proposed terms (which it may
decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Company and the Agent shall enter into a Terms Agreement setting forth the terms of such Principal Transaction.
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">6 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">(ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the
Agent unless and until the Company and the Agent have each executed and delivered such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms
Agreement, the terms of such Terms Agreement shall control. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) Each sale of the Shares to the Agent in a Principal Transaction shall be
made in accordance with the terms of this Agreement and a Terms Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering
of such Shares by the Agent. 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
subject to the terms and conditions set forth, in this Agreement and such Terms Agreement. Any such Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such
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 &#147;<B>Principal
Settlement Date</B>&#148;; and, together with any Agency Settlement Date, a &#147;<B>Settlement Date</B>&#148;) and place of delivery of and payment for such Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any
Shares pursuant to this Agreement (whether in an Agency Transaction or a Principal Transaction) and, by notice to the Agent given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Shares, and the
Agent shall not be obligated to offer or sell any Shares, (i)&nbsp;during any period in which the Company&#146;s insider trading policy, as it may be amended from time to time, would prohibit the purchases or sales of the Company&#146;s Class&nbsp;A
Common Stock by any of its officers or directors, (ii)&nbsp;during any period in which the Company is, or could be deemed to be, in possession of material <FONT STYLE="white-space:nowrap">non-public</FONT> information or (iii)&nbsp;at any time from
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 &#147;<B>Earnings Announcement</B>&#148;) through and including the
time that is 24 hours after the time that the Company files a Quarterly Report on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> or an Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> that includes consolidated financial
statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.<B> </B>Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and 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
or net sales price in excess of the number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement and any Terms Agreement, in each case by the Company&#146;s board of
directors or, if permitted by applicable law and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the
Exchange, or in excess of the number or amount of Shares available for issuance on the Registration Statement or as to which the Company has paid the applicable registration fee, it being understood and agreed by the parties hereto that compliance
with any such limitations shall be the sole responsibility of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Representations, Warranties and Agreements of the Company</U>. The Company represents
and warrants to, and agrees with, the Agent, on and as of (i)&nbsp;the date hereof, (ii)&nbsp;each date on which the Company receives a Transaction Acceptance (the &#147;<B>Time of Acceptance</B>&#148;), (iii) each date on which the Company executes
and delivers a Terms Agreement, (iv)&nbsp;each Time of Sale (as defined in Section&nbsp;3(a)), (v) each Settlement Date and (vi)&nbsp;each Bring-Down Delivery Date (as defined in Section&nbsp;6(b)) (each such date listed in (i)&nbsp;through (vi), a
&#147;<B>Representation Date</B>&#148;), as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Registration Statement was declared effective by the Commission not earlier
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 Section&nbsp;8A of the
Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by
the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the
requirements of the Act; the conditions to the use of Form <FONT STYLE="white-space:nowrap">S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the
offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the
Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not
or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
as of each Representation Date, the Prospectus, as then amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;<I> provided, however, </I>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
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
information specified in Section&nbsp;9(b)). As used herein, &#147;<B>Time of Sale</B>&#148; means (i)&nbsp;with respect to each offering of Shares pursuant to this Agreement, the time of the Agent&#146;s initial entry into contracts with investors
for the sale of such Shares and (ii)&nbsp;with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
&#147;prospectus&#148; (within the meaning of the Act) or used any &#147;prospectus&#148; (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus. The Company represents and
agrees that it has not made and will not make any offer relating to the Shares that would constitute an &#147;issuer free writing prospectus&#148; (as defined in Rule 433 under the Act) or that would otherwise constitute a &#147;free writing
prospectus&#148; (as defined in Rule 405 under the Act). </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
The Company has paid the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) The Incorporated Documents, when they were filed with the Commission (or, if any 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 a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed during the Term and incorporated by reference in the Registration
Statement or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and will not contain any
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) The financial statements of the Company and its consolidated subsidiaries 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 and the Exchange Act, as applicable, and present fairly in all material respects the consolidated financial
position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; the financial statements of any other 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 results of its or their,
as the case may be, operations and the changes in its or their, as the case may be, cash flows for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles
(&#147;GAAP&#148;) applied on a consistent basis throughout the periods covered thereby except as may be expressly stated in the related notes thereto, and all supporting schedules to such financial statements included or incorporated by reference
in the Registration Statement fairly present in all material respects the information required to be stated therein. Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement or the
Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, present fairly in all material respects the information shown therein, have been prepared in accordance with the
Commission&#146;s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement and the Prospectus regarding <FONT STYLE="white-space:nowrap">&#147;non-GAAP</FONT> financial
measures&#148; (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 <FONT STYLE="white-space:nowrap">S-K</FONT> of the Act, to the extent applicable. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) Since the respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (i)&nbsp;there has not been any material change in the capital stock (other than as a result of (A)&nbsp;the exercise or settlement (including any &#147;net&#148; or
&#147;cashless&#148; 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 Company&#146;s equity plans that are described in
the Registration Statement and the Prospectus, (B)&nbsp;the issuance of shares of capital stock upon the exercise of warrants to purchase shares of the Company&#146;s capital stock that are described in the Registration Statement and the Prospectus,
(C)&nbsp;the repurchase of shares of capital stock upon termination of the holder&#146;s 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 Company&#146;s repurchase, or (D)&nbsp;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 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 regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse
change, in or affecting the business, properties, management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)&nbsp;neither the Company nor any of its
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
taken as a whole; and (iii)&nbsp;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,
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
respective jurisdictions of organization (to the extent that such concepts are applicable in such jurisdiction), are duly qualified as foreign corporations to do business and are in good standing in each jurisdiction in which their respective
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
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)
would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its
subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or any Terms Agreement (a &#147;<B>Material Adverse Effect</B>&#148;). The Company does not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company&#146;s most recent Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> incorporated by reference in the Registration Statement.
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">10 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) (i) QSV Operations LLC, the Company&#146;s joint venture with Volkswagen Group of
America, Inc. (the &#147;<B>Joint Venture</B>&#148;) has not commenced operations, does not have any employees and has not entered into any agreements, other than that certain Amended and Restated Joint Venture Agreement, dated May&nbsp;14, 2020,
between Volkswagen Group of America, Inc., the Company and the Joint Venture, as amended by the Letter Agreements, dated May&nbsp;13, 2021, December&nbsp;17, 2021 and September&nbsp;27, 2022, by and among QuantumScape Battery, Inc., Volkswagen Group
of America, Inc., Volkswagen Group of America Investments, LLC and the Joint Venture, and related ancillary agreements entered into as of such dates; (ii)&nbsp;the Joint Venture has incurred no material liabilities, is not subject to any legal
actions or claims and has not violated and is not in violation of any laws, and (iii)&nbsp;except as disclosed in the Registration Statement and the Prospectus, no event or series of events has occurred relating to the Joint Venture that,
individually or in the aggregate, would reasonably be expected to materially impair the conduct of the Company&#146;s or its subsidiaries&#146; businesses as currently conducted and as proposed to be conducted. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of
capital stock of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> and were not issued in violation of any preemptive or similar rights which have not been duly
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, <FONT STYLE="white-space:nowrap">pre-emptive</FONT>
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
or arrangements of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and the capital stock of the Company conforms
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
Company have been duly and validly authorized and issued, are fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> (to the extent that such concepts are applicable in such jurisdiction) and are (except, in the case of any foreign
subsidiary, for directors&#146; qualifying shares, with respect to any equity interests of the Joint Venture owned by Volkswagen Group of America, Inc. and except as otherwise described in the Registration Statement and the Prospectus), owned
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) With respect to the stock options (the &#147;<B>Stock Options</B>&#148;) granted pursuant to the stock-based compensation plans of the
Company and its subsidiaries (the &#147;<B>Company Stock Plan</B>s&#148;), (i) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the &#147;<B>Grant
Date</B>&#148;) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of
votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)&nbsp;each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and
all other applicable laws and regulatory rules or requirements, including the rules of the Exchange and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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any other exchange on which Company securities are traded, and (iii)&nbsp;each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related
notes) of the Company and disclosed in the Company&#146;s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the
Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or
prospects. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j) This Agreement has been duly authorized, executed and delivered by the Company and any Terms Agreement will have been duly
authorized, executed and delivered by the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) The Shares to be issued and sold by the Company hereunder or under the Alternative
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
paid and nonassessable and will conform to the description thereof in the Registration Statement and the Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or similar rights except such as have been
waived. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and
perform its obligations hereunder or thereunder, including the Company&#146;s 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
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
and validly authorized). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description
thereof contained in the Registration Statement and the Prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(n) Neither the Company nor any of its subsidiaries (other than the
Joint Venture), nor to the Company&#146;s knowledge, the Joint Venture is (i)&nbsp;in violation of its charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> or other Organizational Documents (as defined below); (ii)&nbsp;in default, and no
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
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
(iii)&nbsp;in 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 (ii)&nbsp;and (iii) above, for any such default or violation
that would not, individually or in the aggregate, have a Material Adverse Effect. As used herein, the term &#147;<B>Organizational Documents</B>&#148; means, (i)&nbsp;with respect to a corporation, its charter and
<FONT STYLE="white-space:nowrap">by-laws,</FONT> (ii)&nbsp;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
limited liability company agreement and certificate of limited liability company (or similar document), and (iv)&nbsp;with respect to any other entity, its similar organizational documents. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(o) The execution, delivery and performance by the Company of this Agreement and any Terms
Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)&nbsp;conflict with or
result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries
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
property or assets of the Company or any of its subsidiaries is subject, (ii)&nbsp;result in any violation of the provisions of the charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> or other Organizational Documents of the Company or any of
its subsidiaries or (iii)&nbsp;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)&nbsp;and (iii) above, for
any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(p) No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or
regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or 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 have been made or obtained, except as may be required by and made in accordance with or obtained under state securities laws or
regulations, and except for any amendments or supplements to the Registration Statement or the Prospectus or any 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(q) Except as described in the Registration Statement
and the Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property
of the Company or any of its subsidiaries is or, to the knowledge of the Company, 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, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i)&nbsp;there are no current or
pending legal, governmental or regulatory actions, suits or proceedings that are required under the Act or the Exchange Act to be described in the Registration Statement or the Prospectus or any document incorporated by reference therein that are
not so described as required and (ii)&nbsp;there are no statutes, regulations or contracts or other documents that are required under the Act or the Exchange Act to be filed as exhibits to the Registration Statement or any document incorporated by
reference therein or described in the Registration Statement or the Prospectus or any document incorporated by reference therein that are not so filed as exhibits or so described as required. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP, whose report on the consolidated financial statements of the
Company and its consolidated subsidiaries is included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the
applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (&#147;<B>PCAOB</B>&#148;) and as required by the Act. Each other independent registered public accounting firm, if any, that has certified
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
appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(s) (i)&nbsp;The Company and its subsidiaries do not own any real property. Except as otherwise set forth in the Registration Statement and
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 whole (other than with respect to Intellectual Property (as defined below), title to which is addressed exclusively in subsection (t)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except
those that (i)&nbsp;do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and (ii)&nbsp;could not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(t) </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company and each of its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge,
the Joint Venture, (A)&nbsp;own or possess adequate rights to use all: patents (together with any reissues, continuations, <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">continuations-in-part,</FONT></FONT> divisions, renewals,
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
registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and applications
therefor; licenses; trade secrets, <FONT STYLE="white-space:nowrap">know-how</FONT> and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and
inventions and any other information meeting the definition of a trade secret under the Uniform Trade Secrets Act or similar laws (&#147;<B>Trade Secrets</B>&#148;) and other technology and intellectual property rights, including the right to sue
for past, present and future infringement, misappropriation or dilution of any of the same (collectively, &#147;<B>Intellectual Property</B>&#148;), owned or used by the Company or </P></TD></TR></TABLE>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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its subsidiaries or necessary for the conduct of their respective businesses as currently conducted and (B)&nbsp;own or possess adequate rights to use, or has the ability to obtain on
commercially reasonable terms that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, sufficient legal rights to all Intellectual Property necessary for the conduct of their respective businesses
as currently proposed to be conducted ((A) and (B)&nbsp;collectively, the &#147;<B>Company</B> <B>Intellectual Property</B>&#148;). The Company or its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint
Venture, exclusively own all Company Intellectual Property purported to be owned by the Company or its subsidiaries that is material to their respective businesses as currently conducted or currently proposed to be conducted. </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">To the best of the Company&#146;s knowledge, the conduct of the Company&#146;s and each of its
subsidiaries&#146; respective businesses have not violated, infringed, misappropriated or conflicted with, and will not violate, infringe, misappropriate or conflict with, in any material respect, any Intellectual Property rights of others. Since
November&nbsp;25, 2020, the Company, its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture have not received, and prior to November&nbsp;25, 2020, QuantumScape Corporation (for the avoidance of
doubt, prior to its business combination with Kensington Capital Acquisition Corp.), its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture did not receive, any notice of any material claim of
infringement, misappropriation or conflict with any such rights of others. To the best of the Company&#146;s knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual
Property owned or purported to be owned by the Company or any of its subsidiaries, except for (A)&nbsp;any retained rights of the owners of Intellectual Property that is licensed to the Company or any of its subsidiaries and (B)&nbsp;the <FONT
STYLE="white-space:nowrap">non-exclusive</FONT> 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
such customers service providers, and partners, in the ordinary course, consistent with past practice. There is no pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action,
suit, proceeding or claim to which the Company or any of its subsidiaries is or would be a party, by others challenging the Company&#146;s rights or any of its subsidiaries&#146; rights in or to any of the Company Intellectual Property. There is no
material pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the Company
Intellectual Property. There is no pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. There is no pending or threatened action, suit, proceeding or claim by the Company or
any of its subsidiaries that a third party infringes or misappropriates any of the Company Intellectual Property. To the Company&#146;s knowledge, no Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries
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; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company and each of its subsidiaries have taken reasonable steps necessary to secure interests in the
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
<FONT STYLE="white-space:nowrap">non-disclosure</FONT> agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. There are no outstanding options, licenses or binding
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 Company&#146;s knowledge, the Joint Venture, that are required
to be described in the Registration Statement and the Prospectus and are not so described. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture, are not a party to or bound
by any options, licenses or binding agreements with respect to any Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not so described. No government
funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of 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 Company&#146;s knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. No governmental agency or body,
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
Company&#146;s knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. The Company and its subsidiaries (other than the Joint Venture) and, to the Company&#146;s
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
subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the
Company&#146;s knowledge, the Joint Venture, have (i)&nbsp;operated and currently operate their respective businesses in a manner compliant in all material respects with all applicable foreign, federal, state and local laws and regulations, all of
their respective contractual obligations and all applicable Company policies (internal and posted) related to privacy and data security applicable to the Company&#146;s, and its subsidiaries&#146;, collection, use, processing, handling, transfer,
transmission, storage, disclosure and/or disposal of the confidential, sensitive, personal, or regulated data of their respective customers, employees and other third parties (the &#147;Privacy and Data Security Requirements&#148;) and
(ii)&nbsp;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.
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,
employee or third party data maintained by or on behalf of the Company and its subsidiaries, and none of the Company and its subsidiaries has notified, nor has been required to notify pursuant to its Privacy and Data Security Requirements, any
customer, governmental entity or the media of any such event with regard to any material data breach; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(v) The Company and each of its
subsidiaries&#146; (other than the Joint Venture), and, to the Company&#146;s knowledge, the Joint Venture&#146;s, information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases
(collectively, &#147;<B>IT Systems</B>&#148;) 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. To the best of
the Company&#146;s knowledge, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as otherwise set forth in the Registration Statement and the Prospectus
(i)&nbsp;the Company and each of its subsidiaries (other than the Joint Venture), and, to the Company&#146;s knowledge, the Joint Venture, have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to
maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, and (ii)&nbsp;there have been (A)&nbsp;no breaches, violations, outages or unauthorized uses of or
access to same, except for those that have been remedied without material cost or liability, and (B)&nbsp;no material incidents under internal review or investigations relating to the same. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
thereof as described in the Registration Statement or the Prospectus, the Company will not be required to register as an &#147;investment company&#148; within the meaning of the Investment Company Act of 1940, as amended, and the rules and
regulations of the Commission thereunder (collectively, the &#147;<B>Investment Company </B><B>Act</B>&#148;) or an entity &#147;controlled&#148; by an &#147;investment company&#148; within the meaning of the Investment Company Act. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(y) The Company and its subsidiaries have paid all material federal, state, local and
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,
or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(z) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all
declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as
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
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
or authorization will not be renewed in the ordinary course. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(aa) No labor disturbance by or material dispute with employees of the
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
subsidiaries&#146; principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(bb) (i) Except as
described in the Registration Statement and the Prospectus, the Company and its subsidiaries (1)&nbsp;are in compliance with all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions,
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
(collectively, &#147;<B>Environmental Laws</B>&#148;); (2) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective
businesses; and (3)&nbsp;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
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)&nbsp;there are no costs or liabilities
associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (1)&nbsp;and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and (iii)&nbsp;except as described in each of the Registration Statement and the Prospectus, (A)&nbsp;there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its
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)&nbsp;the Company and its
subsidiaries are not aware of any facts or issues regarding </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">18 </P>

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compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that 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)&nbsp;none of the Company and its subsidiaries anticipates material capital expenditures
relating to any Environmental Laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(cc) (i) Each employee benefit plan, within the meaning of Section&nbsp;3(3) of the Employee
Retirement Income Security Act of 1974, as amended (&#147;<B>ERISA</B>&#148;), for which the Company or any member of its &#147;<B>Controlled Group</B>&#148; (defined as any organization which is a member of a controlled group of corporations within
the meaning of Section&nbsp;414 of the Code) would have any liability (each, a &#147;<B>Plan</B>&#148;) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but
not limited to ERISA and the Internal Revenue Code of 1986, as amended (the &#147;<B>Code</B>&#148;), except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii)&nbsp;no
prohibited transaction, within the meaning of Section&nbsp;406 of ERISA or Section&nbsp;4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably
be expected to result in a material liability to the Company or its subsidiaries; (iii)&nbsp;for each Plan that is subject to the funding rules of Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA, the minimum funding standard of
Section&nbsp;412 of the Code or Section&nbsp;302 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
taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to
fund such Plan); (v) no &#147;reportable event&#148; (within the meaning of Section&nbsp;4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to
the Company or its subsidiaries; (vi)&nbsp;neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the
Pension Benefit Guaranty Corporation (&#147;<B>PBGC</B>&#148;), in the ordinary course and without default) in respect of a Plan (including a &#147;multiemployer plan&#148;, within the meaning of Section&nbsp;4001(a)(3) of ERISA); and
(vii)&nbsp;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
expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: (x)&nbsp;a material increase in the aggregate amount of contributions required to be made to all
Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries&#146; most recently completed fiscal year; or (y)&nbsp;a
material increase in the Company and its subsidiaries&#146; &#147;accumulated post-retirement benefit obligations&#148; (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company
and its subsidiaries&#146; most recently completed fiscal year. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">19 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(dd) The Company and its subsidiaries maintain an effective system of &#147;disclosure
controls and procedures&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13a-15(e)</FONT> 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
disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission&#146;s rules and forms, including controls and procedures
designed to ensure that such information is accumulated and communicated to the Company&#146;s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the
effectiveness of their disclosure controls and procedures as required by Rule <FONT STYLE="white-space:nowrap">13a-15</FONT> of the Exchange Act, and as of December&nbsp;31, 2021 and as of the last day of each of the Company&#146;s fiscal quarters
ended thereafter, such disclosure controls and procedures were effective to perform the functions for which they were established. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ee)
The Company and its subsidiaries maintain systems of &#147;internal control over financial reporting&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13a-15(f)</FONT> of the Exchange Act) that comply with the requirements of the Exchange
Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial
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)&nbsp;transactions are executed in
accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)&nbsp;access to
assets is permitted only in accordance with management&#146;s general or specific authorization; (iv)&nbsp;the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences and (v)&nbsp;interactive data in eXtensible Business Reporting Language (&#147;<B>XBRL Data</B>&#148;) included or incorporated by reference in the Registration Statement fairly presents the information called for in all
material respects and is prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. Based on the Company&#146;s most recent evaluation of its internal controls over financial reporting pursuant to Rule <FONT
STYLE="white-space:nowrap">13a-15(c)</FONT> of the Exchange Act, there are no material weaknesses in the Company&#146;s internal control over financial reporting. The Company&#146;s auditors and the Audit Committee of the Board of Directors of the
Company have been advised of: (i)&nbsp;all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the
Company&#146;s ability to record, process, summarize and report financial information; and (ii)&nbsp;any fraud, whether or not material, that involves management or other employees who have a significant role in the Company&#146;s internal controls
over financial reporting. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by
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
material respects and has been prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(gg) Except as would not reasonably be expected to have a Material Adverse Effect, the
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
accordance with customary industry practice for companies of comparable size, market capitalization and stage of business to protect the Company and its subsidiaries and their respective businesses, taken as a whole; and neither the Company nor any
of its subsidiaries has (i)&nbsp;received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii)&nbsp;any reason to believe
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(hh) Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to
the knowledge of the Company, any agent, controlled affiliate or other person &#147;associated with&#148; (as that term is defined in the Bribery Act 2010 of the United Kingdom) or acting on behalf of the Company or any of its subsidiaries has
(i)&nbsp;used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)&nbsp;made or taken an act in furtherance of an offer, promise or authorization of any direct or
indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on
behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii)&nbsp;violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or
regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or
anti-corruption law; or (iv)&nbsp;made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or
improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and
anti-corruption laws. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with
applicable anti-money laundering laws, including the U.S. criminal anti-money laundering statutes at 18 U.S.C. &#167;&#167; 1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its
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 &#147;Anti-Money Laundering Laws&#148;).
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
Company, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company,
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
enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (&#147;OFAC&#148;) or the U.S. Department of State and including, without
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">21 </P>

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limitation, the designation as a &#147;specially designated national&#148; or &#147;blocked person&#148;), the United Nations Security Council (&#147;UNSC&#148;), the European Union, Her
Majesty&#146;s Treasury (&#147;HMT&#148;) or other relevant sanctions authority (collectively, &#147;Sanctions&#148;), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or
target of Sanctions, including, without limitation, <FONT STYLE="white-space:nowrap">the&nbsp;non-government&nbsp;controlled</FONT> areas of the&nbsp;Zaporizhzhia&nbsp;and&nbsp;Kherson&nbsp;Regions of Ukraine, the
<FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#146;s Republic, or the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#146;s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order
14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a &#147;Sanctioned Country&#148;); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i)&nbsp;to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject
or target of Sanctions, (ii)&nbsp;to fund or facilitate any activities of or business in any Sanctioned Country or (iii)&nbsp;in any other manner that will result in a violation by any person (including any person participating in the transaction,
whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. 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
that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(kk) Each
of the Company and its subsidiaries, and, to the Company&#146;s knowledge, each of their affiliates and any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in
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
of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. The term &#147;<U>Export and Import Laws</U>&#148; means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export
Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services to <FONT STYLE="white-space:nowrap">non-U.S.</FONT> parties or the
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
of articles and information from and to the foreign country to parties not of the foreign country. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ll) No subsidiary of the Company is
currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary&#146;s capital stock, from
repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary&#146;s properties or assets to the Company or any other subsidiary of the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(mm) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this
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, finder&#146;s fee or like
payment in connection with the offering and sale of the Shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(nn) No person has the right to require the Company or any of its subsidiaries to register
any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the offering, issuance or sale of the Shares except such as have been waived. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or
which has constituted or which would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the
Registration Statement and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(qq) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company&#146;s directors or
officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the &#147;<B>Sarbanes-Oxley Act</B>&#148;), including
Section&nbsp;402 related to loans and Sections 302 and 906 related to certifications. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(rr) No forward-looking statement (within the
meaning of Section&nbsp;27A of the Act and Section&nbsp;21E 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
other than in good faith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ss) Nothing has come to the attention of the Company that has caused the Company to believe that the
statistical and market-related data included in the Registration Statement and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
to official notice of issuance, on the Exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(uu) The Class&nbsp;A Common Stock is an &#147;actively-traded security&#148; excepted
from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(vv) Any certificate signed by
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
Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Certain
Covenants of the Company.</U> The Company hereby agrees with the Agent: </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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 similar rule) in connection with the offering or sale of Shares, before using or filing any amendment or supplement to the Registration Statement or the Prospectus (in each case, other than due to the
filing of an Incorporated Document), to furnish to the Agent a copy of each such amendment or supplement within a reasonable period of time before filing with the Commission or using any such amendment or supplement and the Company will not use or
file any such proposed amendment or supplement to which the Agent reasonably objects, unless the Company&#146;s 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 Agent reasonably objects unless the Company&#146;s legal counsel has advised the Company that use or filing of such document is required by law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the
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
delivered or filed on the Commission&#146;s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (collectively, &#147;<B>EDGAR</B>&#148;)) to the Agent via <FONT STYLE="white-space:nowrap">e-mail</FONT> in
&#147;.pdf&#148; format on such filing date to an <FONT STYLE="white-space:nowrap">e-mail</FONT> account designated by the Agent and, at the Agent&#146;s request, to also furnish copies of the Prospectus, each Prospectus Supplement, any other
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) To file timely all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
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
sale of the Shares, and during such same period to advise the Agent, promptly after the Company receives notice thereof, (i)&nbsp;of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement
to the Prospectus or any amended Prospectus has been filed with the Commission; (ii)&nbsp;of the issuance by the Commission of any stop order or any order preventing or suspending the use of any prospectus relating to the Shares or the initiation or
threatening of any proceeding for that purpose, pursuant to Section&nbsp;8A of the Act; (iii)&nbsp;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
for any such purpose; (iv)&nbsp;of any request by the Commission for the amendment of the Registration Statement or the amendment or supplementation of the Prospectus (in each case including any documents incorporated by reference therein) or for
additional information; (v)&nbsp;of the occurrence of any event as a result of which the Prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or
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)&nbsp;of the receipt by the Company of any notice of objection of the Commission
to the use of the Registration Statement or any post-effective amendment thereto. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">24 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) In the event of the issuance of any such stop order or of any such order preventing or
suspending the use of any such prospectus or suspending any such qualification, or of any notice of objection pursuant to Rule&nbsp;401(g)(2) under the Act, to use promptly its commercially reasonable efforts to obtain its withdrawal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities
or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate and to use its reasonable best efforts to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the
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
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
initiation of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) To make available to the Agent at its offices in New York City, without charge, as
soon as reasonably practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Agent, as many copies of the Prospectus and the Prospectus Supplement (or of the Prospectus or Prospectus
Supplement as amended or supplemented if the Company shall have made any amendments or supplements thereto and documents incorporated by reference therein after the effective date of the Registration Statement) as the Agent may reasonably request
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
amendment or amendments to the Registration Statement or the Prospectus as may be necessary to comply with the requirements of Section&nbsp;10(a)(3) of the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) To furnish or make available to the Agent during the Term (i)&nbsp;copies of any reports or other communications which the Company shall
send to its shareholders or shall from time to time publish or publicly disseminate and (ii)&nbsp;copies of all annual, quarterly and current reports filed with the Commission on Forms <FONT STYLE="white-space:nowrap">10-K,</FONT> <FONT
STYLE="white-space:nowrap">10-Q</FONT> and <FONT STYLE="white-space:nowrap">8-K,</FONT> 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
Agent may reasonably request regarding the Company or its subsidiaries, in each case as soon as such reports, communications, documents or information becomes available or promptly upon the request of the Agent, as applicable; provided, however,
that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Company&#146;s Internet website. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
opinion of counsel for the Agent or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such
counsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the Act, in </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
the case of such a determination by counsel to the Company, immediate notice shall be given, and confirmed in writing, to the Agent to cease the solicitation of offers to purchase the Shares in
the Agent&#146;s capacity as agent, and, in either case, the Company will, subject to Section&nbsp;4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Act, the Exchange
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
each fiscal quarter referred to below, an earnings statement (in form complying with the provisions of Section&nbsp;11(a) under the Act and Rule 158 of the Commission promulgated thereunder) covering each twelve-month period beginning, in each case,
not later than the first day of the Company&#146;s fiscal quarter next following each &#147;effective date&#148; (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j) To apply the net proceeds from the sale of the Shares in the manner described in the Prospectus Supplement under the caption &#147;Use of
Proceeds.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result
in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; <I>provided</I> that nothing herein shall prevent
the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course of business. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(l)
Except as otherwise agreed between the Company and the Agent, to pay all costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and filing of the Registration Statement, the Prospectus, and any amendments or supplements thereto,
and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii)&nbsp;the qualification of the Shares for offering and
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
therewith up to $5,000) and the printing and furnishing of copies of any blue sky surveys to the Agent, (iv)&nbsp;the listing of the Shares on the Exchange and any registration thereof under the Exchange Act, (v)&nbsp;any filing for review, and any
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
and of the Company&#146;s independent registered public accounting firm, (vii)&nbsp;the performance of the Company&#146;s other obligations hereunder and under any Terms Agreement and (viii)&nbsp;the reasonable and documented <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses of the Agent, including the reasonable fees and disbursements of counsel to the Agent (other than as specifically provided above) in connection with
this Agreement, which shall not exceed an aggregate of $300,000 for this Agreement and any Alternative Agreement, and ongoing services in connection with the transactions contemplated hereunder, which shall not exceed an aggregate of $25,000 on a
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
sale and marketing of the Shares, and legal costs of the Agent other than as specifically provided above. </P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">26 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement,
the Company will not offer shares of Class&nbsp;A Common Stock or any securities convertible into or exchangeable or exercisable for shares of the Class&nbsp;A Common Stock in a manner in violation of the Act or the Exchange Act; and the Company
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(n) Unless the Company has given written notice to the Agent that the Company has suspended activity under this Agreement and there are no
pending Agency Transactions or Principal Transactions, the Company will not, without (A)&nbsp;giving the Agent at least three Exchange Business Days&#146; prior written notice specifying the nature of the proposed sale and the date of such proposed
sale<B> </B>and (B)&nbsp;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)&nbsp;offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class&nbsp;A Common Stock or other equity
securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for Class&nbsp;A Common Stock or other equity securities of the Company, or submit to, or file with, the Commission any registration statement
under the Act with respect to any of the foregoing (other than a registration statement on Form <FONT STYLE="white-space:nowrap">S-8</FONT> or post-effective amendment to the Registration Statement), or publicly announce the intention to undertake
any of the foregoing, or (ii)&nbsp;enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Class&nbsp;A Common Stock or other equity securities of the Company, whether any such
transaction described in clause (i)&nbsp;or (ii) above is to be settled by delivery of shares of Class&nbsp;A Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A)&nbsp;Shares offered and sold under
this Agreement, any Alternative Agreement, any Terms Agreement or Any Alternative Terms Agreement or (B)&nbsp;securities issued pursuant to any of the Company&#146;s equity incentive plans described in the Registration Statement and the Prospectus
or upon the exercise of options granted thereunder. Any <FONT STYLE="white-space:nowrap">lock-up</FONT> provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(o) The Company will use commercially reasonable efforts to cause the Shares to be listed on the Exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(p) The Company consents to the Agent trading in the Class&nbsp;A Common Stock for the Agent&#146;s own account and for the account of its
clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. </P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(q) If immediately prior to the third anniversary (the &#147;<B>Renewal Deadline</B>&#148;)
of the initial effective date of the Registration Statement, the aggregate Gross Sales Price of Shares sold by the Company pursuant to this Agreement, any Terms Agreements, the Alternative Agreements and any Alternative Terms Agreement, in the
aggregate, is less than the Maximum Amount and this Agreement has not expired or been terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, an automatic shelf registration
statement relating to the Shares, in a form satisfactory to the Agent. 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
registration statement relating to the Shares, in a form satisfactory to the Agent, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all
other action necessary or appropriate to permit the issuance and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. References herein to the Registration Statement shall include such new
automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>Execution of Agreement</U>.
The Agent&#146;s 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: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) the Company shall have delivered to the Agent: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">an officers&#146; certificate signed by two officers of the Company (one of whom shall be the Chief Financial
Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">an opinion and a negative assurance letter of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, Professional
Corporation, counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form and substance satisfactory to the Agent; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a &#147;comfort&#148; letter from Ernst&nbsp;&amp; Young LLP, addressed to the Agent and dated the date of this
Agreement, addressing such matters as the Agent may reasonably request; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a certificate signed by the Company&#146;s Chief Financial Officer, in substantially the form of Exhibit C
hereto, certifying as to certain financial, numerical and statistical data not covered by the &#147;comfort&#148; letter referred to in Section&nbsp;5(a)(iii) hereof; </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(v)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">evidence reasonably satisfactory to the Agent and its counsel that the Shares have been approved for listing on
the Exchange, subject only to notice of issuance on or before the date hereof; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vi)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">resolutions duly adopted by the Company&#146;s board of directors, and certified by an officer of the Company,
authorizing the Company&#146;s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">such other documents as the Agent shall reasonably request; and </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Agent shall have received a letter or letters, which shall include legal opinions
and negative assurance statements, of Sullivan&nbsp;&amp; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Additional Covenants of the Company</U>. The Company further covenants and agrees with the Agent as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and
delivery by the Company of a Terms Agreement shall be deemed to be (i)&nbsp;an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto
are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii)&nbsp;an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and
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
Transaction Acceptance or Terms Agreement, as the case may be). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Each time that (i)&nbsp;the Registration Statement or the Prospectus
shall be amended or supplemented (including, except as noted in the proviso at the end of this Section&nbsp;6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii)&nbsp;the
Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii)&nbsp;above, a &#147;<B>Bring-Down Delivery Date</B>&#148;), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent
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,
delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to
the time of delivery of such certificates and, in the case of the Chief Financial Officer&#146;s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants&#146; &#147;comfort&#148; letter dated
as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have
requested that the Chief Financial Officers&#146; 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
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); <I>provided</I>, <I>however</I>, that the filing of a Current Report on Form <FONT
STYLE="white-space:nowrap">8-K</FONT> will not constitute a Bring-Down Delivery Date under clause (i)&nbsp;above unless either (A)&nbsp;the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event
or events reported in such Current Report on Form <FONT STYLE="white-space:nowrap">8-K,</FONT> whether the information contained therein is considered &#147;furnished&#148; or &#147;filed&#148; under the Exchange Act or (B)&nbsp;such Current Report
on Form <FONT STYLE="white-space:nowrap">8-K</FONT> contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
on Form <FONT STYLE="white-space:nowrap">8-K</FONT> or part thereof under Item 2.02 of Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> of the Commission that is considered
&#147;filed&#148; under the Exchange Act but excluding any Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> or part thereof under Item 7.01 or Item 2.02 of Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> of the Commission
that is considered &#147;furnished&#148; under the Exchange Act; and <I>provided, further,</I> that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration
Statement will not constitute a Bring-Down Delivery Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees
otherwise, cause to be furnished to Agent (A)&nbsp;the written opinion and, if not included in such opinion, negative assurance letter of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, Professional Corporation, counsel to the Company, and the written
opinion and a negative assurance letter of Sullivan&nbsp;&amp; Cromwell LLP, counsel to the Agent,<B> </B>each dated as of the applicable Bring-Down Delivery Date and delivered within one<B> </B>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, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section&nbsp;5(a)(ii) or
Section&nbsp;5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such opinions and letters, or, in lieu of such opinions and letters,
each<B> </B>such counsel shall furnish the Agent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section&nbsp;5(a)(ii) or Section&nbsp;5(b), as applicable, furnished to the
Agent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement or the Prospectus as
amended and supplemented to the time of delivery of such letters authorizing reliance). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) Each Bring-Down Delivery Date, the Company
shall, unless the Agent agrees otherwise, cause Ernst&nbsp;&amp; Young LLP to furnish to the Agent a &#147;comfort&#148; letter, dated as of the applicable Bring-Down Delivery Date and delivered within one<B> </B>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, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section&nbsp;5(a)(iii) hereof,
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
any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a &#147;comfort&#148;
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,
delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request<B>. </B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) (i) No order
suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section&nbsp;8A under the Act shall be pending before or<B> </B>threatened by the Commission; the Prospectus shall have
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
sale in any jurisdiction, or of the initiation or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">30 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a
Transaction Acceptance to the Company; and (ii)&nbsp;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
statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in
connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)&nbsp;at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making
available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst&nbsp;&amp; Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by
reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial
statements) for an update on diligence matters with representatives of the Agent and (ii)&nbsp;at each Bring-Down Delivery Date and otherwise as the Agent may reasonably request, providing information and making available documents and appropriate
corporate officers of the Company and representatives of Ernst&nbsp;&amp; Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the
consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the
Agent and its counsel. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) The Company shall disclose, in its quarterly reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> and
in its annual report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> and, if requested by the Agent, in supplements to the Prospectus to be filed by the Company with the Commission from time to time, the number of the Shares sold through the
Agent under this Agreement and any Terms Agreement, and the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter
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 <FONT STYLE="white-space:nowrap">10-K,</FONT> during the fiscal year covered by such Annual Report
and the fourth quarter of such fiscal year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) Notwithstanding the foregoing, the requirements to provide the officers&#146;
certificate, opinions and letters of counsel and accountants&#146; letter specified in Section&nbsp;6(b) through 6(d) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a
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
calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
relied on the waiver under this Section&nbsp;6(h), then before the Company delivers the Transaction Proposal or executes a Terms Agreement hereunder or under any Alternative Agreement or the
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&#146; letter specified in Section&nbsp;6(b) through
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">All opinions, letters and other documents referred to in Sections 6(b) through (d)&nbsp;above shall be reasonably satisfactory in form and
substance to the Agent. The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via <FONT STYLE="white-space:nowrap">e-mail</FONT> as soon as reasonably practicable thereafter) as is reasonably
practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)&nbsp;above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">7. <U>Conditions of the Agent&#146;s Obligation</U>. The Agent&#146;s obligation to solicit purchases on an agency basis for the Shares or
otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the following conditions: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Offering Date(s) and at the relevant Time of
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:
</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The representations, warranties and agreements on the part of the Company herein contained or contained in any
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.
</P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company shall have performed and observed its covenants and other obligations hereunder and/or under any
Terms Agreement, as the case may be, in all material respects. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the
case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, trading in the Class&nbsp;A Common Stock on the Exchange shall not have
been suspended. </P></TD></TR></TABLE> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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<Center><DIV STYLE="width:8.5in" align="left">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">From the date of this Agreement, no event or condition of a type described in Section&nbsp;3(e) hereof shall
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
offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement and the Prospectus. </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(v)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to
execution of the applicable Terms Agreement, (A)&nbsp;no downgrading shall have occurred in the rating accorded any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries by any &#147;nationally
recognized statistical rating organization&#148;, as such term is defined by the Commission for purposes of Section&nbsp;3(a)(62) of the Exchange Act and (B)&nbsp;no such organization shall have publicly announced that it has under surveillance or
review, or has changed its outlook with respect to, its rating of any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible
upgrading) in each case that has not been described in any supplement to the Prospectus issued or document incorporated by reference filed prior to any related Time of Sale. </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vi)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Shares to be issued pursuant to the Transaction Acceptance or pursuant to a Terms Agreement, as applicable,
shall have been approved for listing on the Exchange, subject only to notice of issuance. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted
or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B)&nbsp;no injunction or order of any federal, state or foreign court
shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(viii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for
such purpose or pursuant to Section&nbsp;8A of the Act shall be pending before or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have
been received by the Company; (B)&nbsp;the Prospectus shall have been timely filed with the Commission under the Act; (C)&nbsp;all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent;
and (D)&nbsp;no suspension of the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. 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 statements therein, in the light of the circumstances under which they were made, not
misleading at the time the Agent delivers a Transaction Acceptance to the Company or the Company and the Agent execute a Terms Agreement, as the case may be. </P></TD></TR></TABLE>
<P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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<Center><DIV STYLE="width:8.5in" align="left">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ix)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">No amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the
Agent shall have reasonably objected in writing. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) 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, on such Principal Settlement Date, the Agent shall have received the officers&#146; certificates, opinions and negative assurance
letters of counsel and &#147;comfort&#148; letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity and without limitation to any other provision of this Section&nbsp;7 or elsewhere in this
Agreement, the parties hereto agree that the Agent&#146;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the
Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall have received the documents described in the preceding sentence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Termination</U>. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="top" ALIGN="left">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the
Agent. Any such termination shall be without liability of either party to the other party, except that (A)&nbsp;with respect to any pending sale, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full
force and effect notwithstanding such termination; and (B)&nbsp;the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement
shall remain in full force and effect notwithstanding such termination. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant
to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="top" ALIGN="left">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to
the Company. Any such termination shall be without liability of either party to the other party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only
Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
<HR SIZE="3" style="COLOR:#999999" WIDTH="100%" ALIGN="CENTER">

<Center><DIV STYLE="width:8.5in" align="left">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant
to such Terms Agreement shall be subject to termination by the Agent at any time prior to or at the Principal Settlement Date if (A)&nbsp;since the time of execution of the Terms Agreement or the respective dates as of which information is given in
the Registration Statement and the Prospectus, (i)&nbsp;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
Mercantile Exchange or the Chicago Board of Trade; (ii)&nbsp;trading of any securities issued or guaranteed by the Company or any of its subsidiaries shall have been suspended on any exchange or in any
<FONT STYLE="white-space:nowrap">over-the</FONT> counter market, (iii)&nbsp;a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities, (iv)&nbsp;there shall have occurred any outbreak or
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 Agent&#146;s judgment, is
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. If the Agent elects to terminate its
obligations pursuant to this Section&nbsp;8(b)(ii), the Company shall be notified promptly in writing. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) This
Agreement shall remain in full force and effect until the earliest of (A)&nbsp;termination of the Agreement pursuant to Section&nbsp;8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B)&nbsp;such date that the Maximum
Amount<B> </B>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)&nbsp;the third anniversary of the date of this Agreement, in each
case except that the provisions of Section&nbsp;3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect
notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this Agreement shall be effective on the date specified in such notice of
termination; <I>provided</I> 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
required pursuant to Section&nbsp;8(a) or (b). If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section&nbsp;2 hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Indemnity and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls
the Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 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
fees and other expenses incurred in connection with any suit, action or proceeding </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">35 </P>

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or any claim asserted, as such fees and expenses are incurred), that arise out of, or are based upon, (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii)&nbsp;any
untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information
furnished by the Agent consists of the information described as such in subsection (b)&nbsp;below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Agent agrees to indemnify and
hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act to the same extent
as the indemnity set forth in paragraph (a)&nbsp;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
reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement
thereto) or any road show, it being understood and agreed upon that such information shall consist solely of the following: the information appearing in the third sentence of the first paragraph under the caption &#147;Plan of Distribution&#148; in
the Prospectus Supplement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand
shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section&nbsp;9(a) or 9(b) above, such person (the &#147;<B>Indemnified Person</B>&#148;) shall promptly notify the person against
whom such indemnification may be sought (the &#147;<B>Indemnifying Person</B>&#148;) in writing; <U>provided</U> that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section&nbsp;9
except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and <U>provided</U>, <U>further</U>, that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have to an Indemnified Person otherwise than under this Section&nbsp;9. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the
Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others
entitled to indemnification pursuant to this Section&nbsp;9 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
fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">36 </P>

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(i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary; (ii)&nbsp;the Indemnifying Person has failed within a reasonable time to retain
counsel reasonably satisfactory to the Indemnified Person; (iii)&nbsp;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
Indemnifying Person; or (iv)&nbsp;the named parties in any such proceeding (including any impleaded parties) included both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the
reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for (A)&nbsp;the Agent and its affiliates, directors and officers and its control persons, if any, or (B)&nbsp;the Company, its directors,
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. Any such separate firm for the
Agent and its affiliates, directors and officers and its control persons, if any, shall be designated in writing by the Agent, and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and its
control persons, if any, shall be designated in writing by the Company.<B> </B>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
final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification is or could have been sought hereunder by such Indemnified Person, unless
such settlement (x)&nbsp;includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and
(y)&nbsp;does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an
Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this Section&nbsp;9(c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its
written consent if (i)&nbsp;such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii)&nbsp;such Indemnifying Person shall have received notice of the terms of such settlement at least
30 days prior to such settlement being entered into and (iii)&nbsp;such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) If the indemnification provided for in Sections&nbsp;9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i)&nbsp;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
the Shares pursuant to this Agreement and any Terms Agreements or (ii)&nbsp;if the allocation provided by clause (i)&nbsp;is not permitted by applicable </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">37 </P>

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law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)&nbsp;but also the relative fault of the Company, on the one hand, and the Agent, on
the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the
Agent, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total
discounts and commissions received by the Agent in connection therewith bear to the aggregate Gross Sales Price of such Shares. The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among
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
parties&#146; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) The
Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section&nbsp;9 were determined by <U>pro</U> <U>rata</U> allocation or by any other method of allocation that does not take account of the equitable
considerations referred to in Section&nbsp;9(d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section&nbsp;9(d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section&nbsp;9, in no event shall the Agent be required to contribute
any amount in excess of the amount by which the total discounts and commissions received by the Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that the Agent has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The remedies provided for in this
Section&nbsp;9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">10. <U>Notices</U>. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been
duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects if delivered or sent to Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New York 10019, to
the attention of Equity Capital Markets&#151;Syndicate Desk with a copy to General Counsel (fax: [***]) 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 Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Ben
Selinger (telephone number: [***]; email: [***]) and Samir Abu Khadra (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan&nbsp;&amp; Cromwell LLP, attention: John Savva (email: savvaj@sullcrom.com);
and Transaction Acceptances shall be delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to Wilson Sonsini
Goodrich&nbsp;&amp; Rosati, P.C., attention: Michael Danaher (MDanaher@wsgr.com). </P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">38 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11. <U>No Fiduciary Relationship</U>. The Company acknowledges and agrees that the Agent is
acting solely in the capacity of an arm&#146;s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in connection with determining the terms of the offering)
and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Agent is not advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Agent shall have no
responsibility or liability to the Company with respect thereto. Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Agent and
shall not be on behalf of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Adjustments for Stock Splits</U>. The parties acknowledge and agree that all share related
numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. <U>Miscellaneous</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)
<I>Governing Law</I>. This Agreement, any Terms Agreement and any claim, controversy or dispute arising under or relating to this Agreement or any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New
York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) <I>Submission to Jurisdiction</I>. The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal
and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Agent waive any objection which it may
now or hereafter have to the laying of venue of any such suit or proceeding in such courts. 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
Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) <I>Waiver of
Jury Trial.</I> Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement and any Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <U>Persons Entitled to Benefit of Agreement</U>. This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon
the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section&nbsp;9 hereof. Nothing in this Agreement or any Terms Agreement is intended or shall
be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any such Terms Agreement or any provision contained herein or therein. No purchaser of Shares from or through the Agent
shall be deemed to be a successor merely by reason of purchase. </P> <P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">39 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <U>Counterparts</U>. This Agreement and any Terms Agreement may be signed in
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. Counterparts may be delivered via
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
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <U>Survival</U>. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the
Agent contained in this Agreement or any Terms Agreement or made by or on behalf of the Company or the Agent pursuant to this Agreement or any Terms Agreement or any certificate delivered pursuant hereto or thereto shall survive the delivery of and
payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any Terms Agreement or any investigation made by or on behalf of the Company or the Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17. <U>Certain Defined Terms</U>. For purposes of this Agreement, except where otherwise expressly provided, the term &#147;affiliate&#148;
has the meaning set forth in Rule 405 under Act; the term &#147;business day&#148; means any day other than a day on which banks are permitted or required to be closed in New York City; and the term &#147;subsidiary&#148; has the meaning set forth
in Rule 405 under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18. <U>Recognition of the U.S. Special Resolution Regimes</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from the Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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.
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
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">As used in this Section&nbsp;18: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;BHC Act Affiliate&#148; has the meaning assigned to the term &#147;affiliate&#148; in, and shall be interpreted in accordance with, 12
U.S.C. &#167; 1841(k). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;Covered Entity&#148; means any of the following: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">40 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(i) a &#147;covered entity&#148; as that term is defined in, and interpreted in accordance
with, 12 C.F.R. &#167; 252.82(b); </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(ii) a &#147;covered bank&#148; as that term is defined in, and interpreted in accordance with, 12
C.F.R. &#167; 47.3(b); or </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(iii) a &#147;covered FSI&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;
382.2(b). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;Default Right&#148; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.
&#167;&#167; 252.81, 47.2 or 382.1, as applicable. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;U.S. Special Resolution Regime&#148; means each of (i)&nbsp;the Federal Deposit
Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19. <U>Compliance with USA Patriot Act</U>. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. <FONT
STYLE="white-space:nowrap">107-56</FONT> (signed into law October&nbsp;26, 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
of its clients, as well as other information that will allow the Agent to properly identify its clients. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">20. <U>Amendments or
Waivers</U>. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties
hereto or thereto as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">21. <U>Headings</U>. The headings herein and in any Terms Agreement are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[</B>Signature Page Follows<B>]</B> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">41 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding between the Company and the Agent,
please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Agent. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3">QUANTUMSCAPE CORPORATION</TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Kevin Hettrich</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: Kevin Hettrich</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Chief Financial Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed to as of the </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">date first above written: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">DEUTSCHE BANK SECURITIES INC. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR>

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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Samir <FONT STYLE="white-space:nowrap">Abu-Khadra</FONT></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: Samir <FONT STYLE="white-space:nowrap">Abu-Khadra</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Director</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Ben Selinger</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: Ben Selinger</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Director</TD></TR>
</TABLE> <P STYLE="font-size:18pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">42 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit A </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">QuantumScape Corporation Class&nbsp;A Common Stock </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>TERMS AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">_____________, 20__ </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Deutsche Bank Securities
Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1 Columbus Circle </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10019 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dear Sirs and Madams: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">QuantumScape
Corporation, a Delaware corporation (the &#147;<B>Company</B>&#148;), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement dated&nbsp;February 28, 2023 (the &#147;<B>Distribution Agreement</B>&#148;) between
the Company and Deutsche Bank Securities Inc. (the &#147;<B>Agent</B>&#148;), to issue and sell to the Agent the securities specified in the Schedule hereto (the &#147;<B>Purchased Securities</B>&#148;). Unless otherwise defined below, terms defined
in the Distribution Agreement shall have the same meanings when used herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Each of the provisions of the Distribution Agreement not
specifically related to 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 set forth in full herein. 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased
Securities, in the form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Subject to the terms and conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company
agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and place and at the purchase price set forth in the Schedule hereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Notwithstanding any provision of the Distribution Agreement or this Terms Agreement to the contrary, the Company consents to the Agent trading
in the Class&nbsp;A Common Stock for Agent&#146;s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I></I><B><I>[</I></B><I>Signature Page Follows</I><B><I>]</I></B><I> </I></P>
<P STYLE="font-size:12pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If the foregoing is in accordance with your understanding, please sign and return to us a
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. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top">QUANTUMSCAPE CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:___________________________</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed as of </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">the date first above written: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">DEUTSCHE BANK SECURITIES INC.
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top">By:_____________________________</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:_____________________________</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Schedule to Terms Agreement </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Title of Purchased Securities: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Class&nbsp;A
Common Stock, par value $0.0001 per share </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Number of Shares of Purchased Securities: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>[</B>&#149;<B>]</B> shares </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Initial Price to
Public: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">$<B>[</B>&#149;<B>]</B> per share </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Purchase Price Payable by the Agent: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">$<B>[</B>&#149;<B>]</B> per share </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Method of and
Specified Funds for Payment of Purchase Price: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B>[</B>By wire transfer to a bank account specified by the Company in same day
funds.<B>]</B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Method of Delivery: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B>[</B>To the Agent&#146;s account, or the account of the Agent&#146;s designee, at The Depository Trust Company via DWAC in return for
payment of the purchase price.<B>]</B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Settlement Date: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>[&#149;], 20[&#149;] </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Closing Location:
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>[&#149;] </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Documents to be Delivered:
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any amendments or supplements to the Registration Statement, the Prospectus and any documents incorporated by reference
therein): </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(1) the officers&#146; certificate referred to in Section&nbsp;5(a)(i); </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(2) the opinions and negative assurance letters of the Company&#146;s outside counsel referred to in Section&nbsp;5(a)(ii); </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(3) the &#147;comfort&#148; letter referred to in Section&nbsp;5(a)(iii); </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(4) <B>[</B>the Chief Financial Officer&#146;s certificate referred to in Section&nbsp;5(a)(iv)<B>]</B>; </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(5) the opinion and negative assurance letter referred to in Section&nbsp;5(b); and </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(6) such other documents as the Agent shall reasonably request. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Time of sale: <B>[</B>&#149;<B>]</B> <B>[</B>a.m./p.m.<B>]</B> (New York City time) on <B>[</B>&#149;<B>]</B>, <B>[</B>&#149;<B>]</B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Time of sale information: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-3 </P>

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<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The number of shares of Purchased Securities set forth above </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The initial price to public set forth above </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><B>&#149;</B></TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><B>[Other] </B></P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit B </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>OFFICERS&#146; CERTIFICATE </U></B></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated
[&#149;], 2023 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">We, Jagdeep Singh, Chief Executive Officer and Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a
Delaware corporation (the &#147;<B>Company</B>&#148;), do hereby certify that this certificate is signed by us pursuant to those certain Distribution Agreements dated February&nbsp;28, 2023 between the Company and each of J.P. Morgan Securities LLC,
Cowen and Company, LLC, Deutsche Bank Securities Inc., and UBS Securities, LLC (the &#147;<B>Agreements</B>&#148;), and do hereby further certify on behalf of the Company, as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">1. 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
as of this date; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">2. The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied
pursuant to the Agreements on or prior to the date hereof; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">3. The Company&#146;s Registration Statement (File <FONT
STYLE="white-space:nowrap">No.&nbsp;333-266419)</FONT> 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
that purpose or pursuant to Section&nbsp;8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule
401(g)(2) under the Act has been received by the Company; and all requests for additional information on the part of the Commission have been complied with; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">4. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated
therein, there has not been any material change in the capital stock (other than as a result of (A)&nbsp;the exercise or settlement (including any &#147;net&#148; or &#147;cashless&#148; 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 Company&#146;s equity plans that are described in the Registration Statement and the Prospectus, (B)&nbsp;the issuance of shares of
capital stock upon the exercise of warrants to purchase shares of the Company&#146;s capital stock that are described in the Registration Statement and the Prospectus, (C)&nbsp;the repurchase of shares of capital stock upon termination of the
holder&#146;s 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
Company&#146;s repurchase, or (D)&nbsp;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
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
regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties,
</P>
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management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)&nbsp;neither the Company nor any of its
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
taken as a whole; and (iii)&nbsp;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,
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[Signature Page Follows] </P>
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<TD VALIGN="top">Title:</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit C </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CFO Certificate </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated [&#149;], 2023
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the &#147;<B>Company</B>&#148;), does hereby
certify, pursuant to those certain Distribution Agreements dated February&nbsp;28, 2023 (the &#147;<B>Distribution Agreements</B>&#148;) between the Company and each of J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities
Inc., and UBS Securities, LLC that: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">I have reviewed the data included as Exhibits A through [D<B>]</B> hereto, which was included in the
Registration Statement, the Prospectus, the Company&#146;s Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the fiscal year ended December&nbsp;31, <B>[Insert year covered by most recent Form <FONT STYLE="white-space:nowrap">10-K]</FONT>
</B>and in the Company&#146;s Quarterly Reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> for the quarters ended &#149; and &#149; <B>[Insert reference to any subsequent Form <FONT STYLE="white-space:nowrap">10-Qs</FONT> and any
applicable Form <FONT STYLE="white-space:nowrap">8-Ks]</FONT> </B>(collectively, the &#147;<B>Documents</B>&#148;). This will confirm that (a)&nbsp;the financial data that is circled or otherwise indicated on Exhibits A through [D<B>]</B> hereto
have been derived from the accounting and other records of the Company and its subsidiaries or [unaudited financial statements of &#149;<B>]</B> and <B>[</B>in each case<B>]</B> have been prepared, to the extent applicable, in compliance with the
requirements of Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved except as may be expressly stated in the related notes thereto, and that all such
data is accurate and fairly presented in all material respects and (b)&nbsp;the statistical or market-related data that is circled or otherwise indicated on Exhibits A through [D]<B> </B>hereto<B> </B>have been based on or derived from information
set forth in or provided by from sources that are reliable and accurate in all material respects and accurately reflects all such information.<B> </B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top">Name: Kevin Hettrich</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title: Chief Financial Officer</TD></TR>
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<DESCRIPTION>EX-1.4
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 1.4 </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>DISTRIBUTION AGREEMENT </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">February&nbsp;28, 2023 </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">UBS Securities LLC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1285 Avenue of the Americas </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10019 </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">QuantumScape Corporation, a Delaware
corporation (the &#147;<B>Company</B>&#148;), confirms its agreement with UBS Securities LLC, as agent and/or principal under any Terms Agreement (as defined in Section&nbsp;1(a) below) (&#147;<B>you</B>&#148; or the &#147;<B>Agent</B>&#148;), with
respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below in this Distribution Agreement (this &#147;<B>Agreement</B>&#148;), of Class&nbsp;A Common Stock, $0.0001 par
value per share (the &#147;<B>Class</B><B></B><B>&nbsp;A Common Stock</B>&#148;), of the Company on the terms set forth in Section&nbsp;1 of this Agreement. Such shares are hereinafter collectively referred to as the &#147;<B>Shares</B>&#148; and
are described in the Prospectus referred to below. On the date hereof, the Company has entered into additional distribution agreements substantially similar to this Agreement (the &#147;<B>Alternative Agreements</B>&#148;) with each of Cowen and
Company LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (each, an &#147;<B>Alternative</B> <B>Agent</B>,&#148; and, collectively, the &#147;<B>Alternative Agents</B>&#148;; and the Agent and the Alternative Agents, collectively,
the &#147;<B>Agents</B>&#148;). The aggregate Gross Sales Price (as defined in Section&nbsp;2(b) below) of the Shares that may be sold collectively pursuant to this Agreement and the Alternative Agreements shall not exceed an aggregate of
$400,000,000<B> </B>(the &#147;<B>Maximum Amount</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The Company has filed with the U.S. Securities and Exchange Commission (the
&#147;<B>Commission</B>&#148;) a registration statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> (No. <FONT STYLE="white-space:nowrap">333-266419)</FONT> (the &#147;<B>registration statement</B>&#148;) for the registration of the Shares
and other securities of the Company under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the &#147;<B>Act</B>&#148;); and such registration statement sets forth the terms of the
offering, sale and plan of distribution of the Shares and contains additional information concerning the Company and its business. Except where the context otherwise requires, &#147;<B>Registration Statement</B>,&#148; as used herein, means the
registration statement, as amended at the time of such registration statement&#146;s effectiveness for purposes of Section&nbsp;11 of the Act, as such section applies to the Agent, including (1)&nbsp;all documents filed as a part thereof or
incorporated or deemed to be incorporated by reference therein and (2)&nbsp;any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is
deemed, pursuant to Rule 430B or Rule 430C under the Act, to be part of the registration statement at the effective time. &#147;<B>Base Prospectus</B>&#148; means the prospectus dated August&nbsp;10, 2022 filed as part of the Registration Statement,
including the documents incorporated by reference therein as of the date of such prospectus; &#147;<B>Prospectus Supplement</B>&#148; means the most recent prospectus supplement relating to the Shares, to be filed by the Company with the Commission
pursuant to Rule 424(b) under the Act on or before the second business day after the date of its first use in connection with a public offering </P>
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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;
&#147;<B>Prospectus</B>&#148; means the Prospectus Supplement (and any additional prospectus supplement prepared in accordance with the provision of Section&nbsp;4(h) of this Agreement and filed in accordance with the provisions of Rule 424(b))
together with the Base Prospectus attached to or used with the Prospectus Supplement. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall, unless otherwise stated, be deemed to
refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the &#147;<B>Incorporated Documents</B>&#148;), including, unless the context otherwise requires, the documents, if any, filed
as exhibits to such Incorporated Documents. Any reference herein to the terms &#147;amend,&#148; &#147;amendment&#148; or &#147;supplement&#148; with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the
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 &#147;<B>Exchange
Act</B>&#148;) 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. References
in this Agreement to financial statements or other information that is &#147;contained,&#148; &#147;included,&#148; &#147;described,&#148; &#147;set forth&#148; or &#147;provided&#148; in the Registration Statement, the Base Prospectus, the
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">The Company and the Agent agree as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. <U>Issuance and Sale</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)
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
necessary for the Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company, the Company and the Agent shall enter into an agreement in accordance with Section&nbsp;2 hereof regarding the
number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an &#147;<B>Agency Transaction</B>&#148;). The Company may also offer to
sell the Shares directly to the Agent, as principal, in which event such parties shall enter into a separate agreement (each, a &#147;<B>Terms Agreement</B>&#148;) in substantially the form of Exhibit A hereto (with such changes thereto as may be
agreed upon by the Company and the Agent to accommodate a transaction involving additional underwriters), relating to such sale in accordance with Section&nbsp;2(g) of this Agreement (each such transaction being referred to as a &#147;<B>Principal
Transaction</B>&#148;). As used herein, (i)&nbsp;the &#147;<B>Term</B>&#148; shall be the period commencing on the date hereof and ending on the earlier of (x)&nbsp;the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant
to this Agreement, the Alternative Agreements, any Terms Agreements and any &#147;Terms Agreement,&#148; as defined under and entered into pursuant to any Alternative Agreement (an &#147;<B>Alternative Terms Agreement</B>&#148;), is equal to the
Maximum Amount<B> </B>and (y)&nbsp;any termination of this Agreement pursuant to Section&nbsp;8, (ii) an &#147;<B>Exchange Business Day</B>&#148; means any day during the Term that is a trading day for the Exchange other than a day on which trading
on the Exchange is scheduled to close prior to its regular weekday closing time, and (iii) &#147;<B>Exchange</B>&#148; means the New York Stock Exchange. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Subject to the terms and conditions set forth below, the Company appoints the Agent as
agent in connection with the offer and sale of Shares in any Agency Transactions entered into hereunder. The Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell such Shares in accordance
with the terms and subject to the conditions hereof and of the applicable Transaction Acceptance (as defined below). Neither the Company nor the Agent shall have any obligation to enter into an Agency Transaction. The Company shall be obligated to
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
only if and when the Company makes a Transaction Proposal to the Agent related to such an Agency Transaction and a Transaction Acceptance related to such Agency Transaction has been delivered to the Company by the Agent as provided in Section&nbsp;2
below. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
Company pursuant to this Agreement other than (A)&nbsp;in transactions that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act and meet the definition of an &#147;at the market offering&#148; under Rule 415(a)(4) under
the Act (such transactions are hereinafter referred to as &#147;<B>At the Market Offerings</B>&#148;) and (B)&nbsp;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
the Agent in writing. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) If Shares are to be sold in an Agency Transaction in an At the Market Offering, the Agent will confirm in
writing to the Company the number of Shares sold on any Exchange Business Day and the related Gross Sales Price and Net Sales Price (as each of such terms is defined in Section&nbsp;2(b) below) no later than the opening of trading on the immediately
following Exchange Business Day. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) If the Company shall default on its obligation to deliver Shares to the Agent pursuant to the terms
of any Agency Transaction or Terms Agreement, the Company shall (i)&nbsp;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
of such default by the Company and (ii)&nbsp;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 Section&nbsp;2(b) below. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The Company acknowledges and agrees that (i)&nbsp;there can be no assurance that the Agent will be successful in selling the Shares,
(ii)&nbsp;the Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal
trading and sales practices and applicable law and regulations to sell such Shares in accordance with the terms of this Agreement, and (iii)&nbsp;the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this
Agreement, except as may otherwise be specifically agreed by the Agent and the Company in a Terms Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) The Company agrees that, during the term of this Agreement, any offer to sell, any
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.
The Company further agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company pursuant to this Agreement or the Alternative Agreements shall only be effected by or through only one of the Agents on any
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. <U>Transaction Acceptances and Terms Agreements</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company may, from time to time during the Term, propose to the Agent that they enter into an Agency Transaction to be executed on a
specified Exchange Business Day or over a specified period of Exchange Business Days, which proposal shall be made to the Agent by telephone or by email from any of the individuals listed as an authorized representative of the Company on Schedule A
hereto to make such sales and shall set forth the information specified below (each, a &#147;<B>Transaction Proposal</B>&#148;). If the Agent agrees to the terms of such proposed Agency Transaction or if the Company and the Agent mutually agree to
modified terms for such proposed Agency Transaction, then the Agent shall promptly deliver to the Company by email a notice (each, a &#147;<B>Transaction Acceptance</B>&#148;) confirming the terms of such proposed Agency Transaction as set forth in
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
the Agent. Each Transaction Proposal shall specify: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the Exchange Business Day(s) on which the Shares subject to such Agency Transaction are intended to be sold
(each, an &#147;<B>Offering Date</B>&#148;); </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the maximum number of Shares to be sold by the Agent (the &#147;<B>Specified Number of Shares</B>&#148;) on, or
over the course of, such Offering Date(s), or as otherwise agreed between the Company and Agent and documented in the relevant Transaction Acceptance; and; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the lowest price, if any, at which the Company is willing to sell Shares on each such Offering Date or a
formula pursuant to which such lowest price shall be determined (each, a &#147;<B>Floor Price</B>&#148;); and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">if other than 3.0% of the Gross Sales Price, the Agent&#146;s discount or commission. </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">A Transaction Proposal shall not set forth a Specified Number of Shares that, when added to the aggregate number or aggregate
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
shall it set forth a Floor Price which is lower than the minimum price authorized from time to time by the Company&#146;s board of directors or, if permitted by applicable law </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">4 </P>

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and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof. The Company shall have responsibility for maintaining records with respect
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
Shares offered and sold does not exceed, and the price at which any Shares are offered or sold is not lower than, the aggregate number and aggregate Gross Sales Price of Shares and the minimum price authorized from time to time by the Company&#146;s
board of directors or, if permitted by applicable law and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof. In the event that more than one Transaction Acceptance with respect to any
Offering Date(s) is delivered by the Agent to the Company, the latest Transaction Acceptance shall govern any sales of Shares for the relevant Offering Date(s), except to the extent of any action occurring pursuant to a prior Transaction Acceptance
and prior to the delivery to the Company of the latest Transaction Acceptance. The Company or the Agent may, upon notice to the other such party by telephone (confirmed promptly by <FONT STYLE="white-space:nowrap">e-mail),</FONT> suspend or
terminate the offering of the Shares pursuant to Agency Transactions for any reason; <I>provided</I>, <I>however</I>, that such suspension or termination shall not affect or impair the parties&#146; respective obligations with respect to the Shares
sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Notwithstanding the foregoing, if the terms of any Agency Transaction contemplate that Shares shall be sold on more than one Offering Date,
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,
as the case may be, the relevant Transaction Acceptance and be binding to the same extent as any other terms contained therein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The
Offering Date(s) in respect of the Shares deliverable pursuant to any Transaction Acceptance shall be set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance. Except as otherwise agreed between the Company and the
Agent, the Agent&#146;s commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%,<B> </B>of the actual sales price of such Shares (the &#147;<B>Gross Sales Price</B>&#148;), which
commission shall be as set forth in or confirmed by, as the case may be, the applicable Transaction Acceptance; <I>provided</I>, <I>however</I>, that such commission shall not apply when the Agent acts as principal, in which case such commission or
a discount shall be set forth in the applicable Terms Agreement. The Gross Sales Price less the Agent&#146;s commission and after deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or
self-regulatory organization in respect of the sale of the applicable Shares is referred to herein at the &#147;<B>Net Sales Price</B>.&#148; Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares in an Agency
Transaction that would constitute a &#147;distribution,&#148; within the meaning of Rule 100 of Regulation M under the Exchange Act or a &#147;block&#148; within the meaning of Rule <FONT STYLE="white-space:nowrap">10b-18(a)(5)</FONT> under the
Exchange Act, the Company will provide the Agent, at the Agent&#146;s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date the opinions of counsel, accountants&#146; letters and officers&#146; certificates
pursuant to Section&nbsp;5(a) hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request, and the Company and the Agent will agree to compensation that is customary for the Agent with
respect to such transaction. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">5 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) Payment of the Net Sales Price for Shares sold by the Company on any Offering Date
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
Agency Settlement Date (as defined below)) against delivery of such Shares to the Agent&#146;s account, or an account of the Agent&#146;s designee, at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
(&#147;<B>DWAC</B>&#148;) or by such other means of delivery as may be agreed to by the Company and the Agent. Such payment and delivery shall be made at or about 10:00 a.m. (New York City time) on the second Exchange Business Day (or such other day
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 &#147;<B>Agency Settlement Date</B>&#148;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
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
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) If either party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are
not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement, any Transaction Acceptance or any Terms Agreement shall be suspended until that or other exemptive provisions have been
satisfied in the judgment of each party. 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,
the Company shall calculate the average daily trading volume (as defined under &#147;<B>ADTV</B>&#148; by Rule 100 of Regulation M under the Exchange Act) of the Class&nbsp;A Common Stock based on market data provided by Bloomberg L.P. or such other
sources as agreed upon by the Company and the Agent. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(f)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(i) If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth
in Section&nbsp;2(a) of this Agreement to the Agent in a Principal Transaction, it will notify the Agent of the proposed terms of the Principal Transaction. If the Agent, acting as principal, wishes to accept such proposed terms (which it may
decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Company and the Agent shall enter into a Terms Agreement setting forth the terms of such Principal Transaction.
</P></TD></TR></TABLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:13%; font-size:10pt; font-family:Times New Roman">(ii) The terms set forth in a Terms Agreement shall not be binding on the Company or the
Agent unless and until the Company and the Agent have each executed and delivered such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms
Agreement, the terms of such Terms Agreement shall control. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) Each sale of the Shares to the Agent in a Principal Transaction shall be
made in accordance with the terms of this Agreement and a Terms Agreement, which shall provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering
of such Shares by the Agent. 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
subject to the terms and conditions set forth, in this Agreement and such Terms Agreement. Any such Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such
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 &#147;<B>Principal
Settlement Date</B>&#148;; and, together with any Agency Settlement Date, a &#147;<B>Settlement Date</B>&#148;) and place of delivery of and payment for such Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any
Shares pursuant to this Agreement (whether in an Agency Transaction or a Principal Transaction) and, by notice to the Agent given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Shares, and the
Agent shall not be obligated to offer or sell any Shares, (i)&nbsp;during any period in which the Company&#146;s insider trading policy, as it may be amended from time to time, would prohibit the purchases or sales of the Company&#146;s Class&nbsp;A
Common Stock by any of its officers or directors, (ii)&nbsp;during any period in which the Company is, or could be deemed to be, in possession of material <FONT STYLE="white-space:nowrap">non-public</FONT> information or (iii)&nbsp;at any time from
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 &#147;<B>Earnings Announcement</B>&#148;) through and including the
time that is 24 hours after the time that the Company files a Quarterly Report on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> or an Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> that includes consolidated financial
statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.<B> </B>Anything in this Agreement to the contrary notwithstanding, the Company shall not authorize the issuance and sale of, and 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
or net sales price in excess of the number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement and any Terms Agreement, in each case by the Company&#146;s board of
directors or, if permitted by applicable law and the Company&#146;s charter and <FONT STYLE="white-space:nowrap">by-laws,</FONT> a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the
Exchange, or in excess of the number or amount of Shares available for issuance on the Registration Statement or as to which the Company has paid the applicable registration fee, it being understood and agreed by the parties hereto that compliance
with any such limitations shall be the sole responsibility of the Company. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">7 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. <U>Representations, Warranties and Agreements of the Company</U>. The Company represents
and warrants to, and agrees with, the Agent, on and as of (i)&nbsp;the date hereof, (ii)&nbsp;each date on which the Company receives a Transaction Acceptance (the &#147;<B>Time of Acceptance</B>&#148;), (iii) each date on which the Company executes
and delivers a Terms Agreement, (iv)&nbsp;each Time of Sale (as defined in Section&nbsp;3(a)), (v) each Settlement Date and (vi)&nbsp;each Bring-Down Delivery Date (as defined in Section&nbsp;6(b)) (each such date listed in (i)&nbsp;through (vi), a
&#147;<B>Representation Date</B>&#148;), as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Registration Statement was declared effective by the Commission not earlier
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 Section&nbsp;8A of the
Act against the Company or related to the offering has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Act has been received by
the Company; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each other Representation Date will comply, in all material respects, with the
requirements of the Act; the conditions to the use of Form <FONT STYLE="white-space:nowrap">S-3</FONT> in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the
offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule&nbsp;415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the
Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not
or will not, as then amended or supplemented, as of each Representation Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
as of each Representation Date, the Prospectus, as then amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;<I> provided, however, </I>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
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
information specified in Section&nbsp;9(b)). As used herein, &#147;<B>Time of Sale</B>&#148; means (i)&nbsp;with respect to each offering of Shares pursuant to this Agreement, the time of the Agent&#146;s initial entry into contracts with investors
for the sale of such Shares and (ii)&nbsp;with respect to each offering of Shares pursuant to any relevant Terms Agreement, the time of sale of such Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
&#147;prospectus&#148; (within the meaning of the Act) or used any &#147;prospectus&#148; (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus. The Company represents and
agrees that it has not made and will not make any offer relating to the Shares that would constitute an &#147;issuer free writing prospectus&#148; (as defined in Rule 433 under the Act) or that would otherwise constitute a &#147;free writing
prospectus&#148; (as defined in Rule 405 under the Act). The Company has paid the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 457 under the Act. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">8 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) The Incorporated Documents, when they were filed with the Commission (or, if any
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
a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed during the
Term and incorporated by reference in the Registration Statement or the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) The financial statements of the Company and its consolidated subsidiaries 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 and the Exchange Act, as applicable, and present fairly in all material respects the
consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; the financial statements of any other
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
results of its or their, as the case may be, operations and the changes in its or their, as the case may be, cash flows for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting
principles (&#147;GAAP&#148;) applied on a consistent basis throughout the periods covered thereby except as may be expressly stated in the related notes thereto, and all supporting schedules to such financial statements included or incorporated by
reference in the Registration Statement fairly present in all material respects the information required to be stated therein. Any pro forma financial statements and related notes included or incorporated by reference in the Registration Statement
or the Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, present fairly in all material respects the information shown therein, have been prepared in accordance with the
Commission&#146;s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement and the Prospectus regarding <FONT STYLE="white-space:nowrap">&#147;non-GAAP</FONT> financial
measures&#148; (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 <FONT STYLE="white-space:nowrap">S-K</FONT> of the Act, to the extent applicable. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">9 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) Since the respective dates as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (i)&nbsp;there has not been any material change in the capital stock (other than as a result of (A)&nbsp;the exercise or settlement (including any &#147;net&#148; or
&#147;cashless&#148; 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 Company&#146;s equity plans that are described in
the Registration Statement and the Prospectus, (B)&nbsp;the issuance of shares of capital stock upon the exercise of warrants to purchase shares of the Company&#146;s capital stock that are described in the Registration Statement and the Prospectus,
(C)&nbsp;the repurchase of shares of capital stock upon termination of the holder&#146;s 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 Company&#146;s repurchase, or (D)&nbsp;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 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 regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse
change, in or affecting the business, properties, management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)&nbsp;neither the Company nor any of its
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
taken as a whole; and (iii)&nbsp;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,
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
respective jurisdictions of organization (to the extent that such concepts are applicable in such jurisdiction), are duly qualified as foreign corporations to do business and are in good standing in each jurisdiction in which their respective
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
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)
would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its
subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement or any Terms Agreement (a &#147;<B>Material Adverse Effect</B>&#148;). The Company does not own or control, directly or indirectly, any
corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company&#146;s most recent Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> incorporated by reference in the Registration Statement.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) (i) QSV Operations LLC, the Company&#146;s joint venture with Volkswagen Group of
America, Inc. (the &#147;<B>Joint Venture</B>&#148;) has not commenced operations, does not have any employees and has not entered into any agreements, other than that certain Amended and Restated Joint Venture Agreement, dated May&nbsp;14, 2020,
between Volkswagen Group of America, Inc., the Company and the Joint Venture, as amended by the Letter Agreements, dated May&nbsp;13, 2021, December&nbsp;17, 2021 and September&nbsp;27, 2022, by and among QuantumScape Battery, Inc., Volkswagen Group
of America, Inc., Volkswagen Group of America Investments, LLC and the Joint Venture, and related ancillary agreements entered into as of such dates; (ii)&nbsp;the Joint Venture has incurred no material liabilities, is not subject to any legal
actions or claims and has not violated and is not in violation of any laws, and (iii)&nbsp;except as disclosed in the Registration Statement and the Prospectus, no event or series of events has occurred relating to the Joint Venture that,
individually or in the aggregate, would reasonably be expected to materially impair the conduct of the Company&#146;s or its subsidiaries&#146; businesses as currently conducted and as proposed to be conducted. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) The Company has an authorized capitalization as set forth in the Registration Statement and the Prospectus; all the outstanding shares of
capital stock of the Company have been duly and validly authorized and issued and are fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> and were not issued in violation of any preemptive or similar rights which have not been duly
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, <FONT STYLE="white-space:nowrap">pre-emptive</FONT>
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
or arrangements of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and the capital stock of the Company conforms
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
Company have been duly and validly authorized and issued, are fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> (to the extent that such concepts are applicable in such jurisdiction) and are (except, in the case of any foreign
subsidiary, for directors&#146; qualifying shares, with respect to any equity interests of the Joint Venture owned by Volkswagen Group of America, Inc. and except as otherwise described in the Registration Statement and the Prospectus), owned
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) With respect to the stock options (the &#147;<B>Stock Options</B>&#148;) granted pursuant to the stock-based compensation plans of the
Company and its subsidiaries (the &#147;<B>Company Stock Plan</B>s&#148;), (i) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the &#147;<B>Grant
Date</B>&#148;) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of
votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)&nbsp;each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and
all other applicable laws and regulatory rules or requirements, including the rules of the Exchange and </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">11 </P>

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any other exchange on which Company securities are traded, and (iii)&nbsp;each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related
notes) of the Company and disclosed in the Company&#146;s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the
Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or
prospects. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j) This Agreement has been duly authorized, executed and delivered by the Company and any Terms Agreement will have been duly
authorized, executed and delivered by the Company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) The Shares to be issued and sold by the Company hereunder or under the Alternative
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
paid and nonassessable and will conform to the description thereof in the Registration Statement and the Prospectus; and the issuance and sale of the Shares are not and will not be subject to any preemptive or similar rights except such as have been
waived. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(l) The Company has full corporate right, power and authority to execute and deliver this Agreement and any Terms Agreement and
perform its obligations hereunder or thereunder, including the Company&#146;s 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
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
and validly authorized). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(m) This Agreement conforms and each Terms Agreement will conform in all material respects to the description
thereof contained in the Registration Statement and the Prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(n) Neither the Company nor any of its subsidiaries (other than the
Joint Venture), nor to the Company&#146;s knowledge, the Joint Venture is (i)&nbsp;in violation of its charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> or other Organizational Documents (as defined below); (ii)&nbsp;in default, and no
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
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
(iii)&nbsp;in 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 (ii)&nbsp;and (iii) above, for any such default or violation
that would not, individually or in the aggregate, have a Material Adverse Effect. As used herein, the term &#147;<B>Organizational Documents</B>&#148; means, (i)&nbsp;with respect to a corporation, its charter and
<FONT STYLE="white-space:nowrap">by-laws,</FONT> (ii)&nbsp;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
limited liability company agreement and certificate of limited liability company (or similar document), and (iv)&nbsp;with respect to any other entity, its similar organizational documents. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">12 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(o) The execution, delivery and performance by the Company of this Agreement and any Terms
Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)&nbsp;conflict with or
result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries
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
property or assets of the Company or any of its subsidiaries is subject, (ii)&nbsp;result in any violation of the provisions of the charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> or other Organizational Documents of the Company or any of
its subsidiaries or (iii)&nbsp;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)&nbsp;and (iii) above, for
any such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(p)
No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement or
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
have been made or obtained, except as may be required by and made in accordance with or obtained under state securities laws or regulations, and except for any amendments or supplements to the Registration Statement or the Prospectus or any
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(q) Except as described in the Registration Statement and the Prospectus, there are no legal, governmental or regulatory investigations,
actions, suits or proceedings pending to which the Company or any of its subsidiaries is or, to the knowledge of the Company, may be a party or to which any property of the Company or any of its subsidiaries is or, to the knowledge of the Company,
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,
actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i)&nbsp;there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are
required under the Act or the Exchange Act to be described in the Registration Statement or the Prospectus or any document incorporated by reference therein that are not so described as required and (ii)&nbsp;there are no statutes, regulations or
contracts or other documents that are required under the Act or the Exchange Act to be filed as exhibits to the Registration Statement or any document incorporated by reference therein or described in the Registration Statement or the Prospectus or
any document incorporated by reference therein that are not so filed as exhibits or so described as required. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">13 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(r) Ernst&nbsp;&amp; Young LLP, whose report on the consolidated financial statements of the
Company and its consolidated subsidiaries is included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the
applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (&#147;<B>PCAOB</B>&#148;) and as required by the Act. Each other independent registered public accounting firm, if any, that has certified
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
appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(s) (i)&nbsp;The Company and its subsidiaries do not own any real property. Except as otherwise set forth in the Registration Statement and 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
whole (other than with respect to Intellectual Property (as defined below), title to which is addressed exclusively in subsection (t)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except
those that (i)&nbsp;do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and (ii)&nbsp;could not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(t) </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company and each of its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge,
the Joint Venture, (A)&nbsp;own or possess adequate rights to use all: patents (together with any reissues, continuations, <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">continuations-in-part,</FONT></FONT> divisions, renewals,
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
registrations and applications therefor; rights in published and unpublished works of authorship, whether copyrightable or not (including software, website content and related documentation), and copyrights and all registrations and applications
therefor; licenses; trade secrets, <FONT STYLE="white-space:nowrap">know-how</FONT> and other confidential or proprietary information, including systems, procedures, methods, technologies, algorithms, designs, data, unpatentable discoveries and
inventions and any other information meeting the definition of a trade secret under the Uniform Trade Secrets Act or similar laws (&#147;<B>Trade Secrets</B>&#148;) and other technology and intellectual property rights, including the right to sue
for past, present and future infringement, misappropriation or dilution of any of the same (collectively, &#147;<B>Intellectual Property</B>&#148;), owned or used by the Company or </P></TD></TR></TABLE>

 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">14 </P>

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its subsidiaries or necessary for the conduct of their respective businesses as currently conducted and (B)&nbsp;own or possess adequate rights to use, or has the ability to obtain on
commercially reasonable terms that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, sufficient legal rights to all Intellectual Property necessary for the conduct of their respective businesses
as currently proposed to be conducted ((A) and (B)&nbsp;collectively, the &#147;<B>Company</B> <B>Intellectual Property</B>&#148;). The Company or its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint
Venture, exclusively own all Company Intellectual Property purported to be owned by the Company or its subsidiaries that is material to their respective businesses as currently conducted or currently proposed to be conducted. </TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">To the best of the Company&#146;s knowledge, the conduct of the Company&#146;s and each of its
subsidiaries&#146; respective businesses have not violated, infringed, misappropriated or conflicted with, and will not violate, infringe, misappropriate or conflict with, in any material respect, any Intellectual Property rights of others. Since
November&nbsp;25, 2020, the Company, its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture have not received, and prior to November&nbsp;25, 2020, QuantumScape Corporation (for the avoidance of
doubt, prior to its business combination with Kensington Capital Acquisition Corp.), its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture did not receive, any notice of any material claim of
infringement, misappropriation or conflict with any such rights of others. To the best of the Company&#146;s knowledge, there are no third parties who have or will be able to establish ownership rights or rights to use any Company Intellectual
Property owned or purported to be owned by the Company or any of its subsidiaries, except for (A)&nbsp;any retained rights of the owners of Intellectual Property that is licensed to the Company or any of its subsidiaries and (B)&nbsp;the <FONT
STYLE="white-space:nowrap">non-exclusive</FONT> 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
such customers service providers, and partners, in the ordinary course, consistent with past practice. There is no pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action,
suit, proceeding or claim to which the Company or any of its subsidiaries is or would be a party, by others challenging the Company&#146;s rights or any of its subsidiaries&#146; rights in or to any of the Company Intellectual Property. There is no
material pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any of the Company
Intellectual Property. There is no pending (in the case of the Joint Venture, to the Company&#146;s knowledge) or, to the Company&#146;s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its
</P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">15 </P>

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subsidiaries infringes or misappropriates any Intellectual Property or other proprietary rights of others. There is no pending or threatened action, suit, proceeding or claim by the Company or
any of its subsidiaries that a third party infringes or misappropriates any of the Company Intellectual Property. To the Company&#146;s knowledge, no Intellectual Property has been obtained or is being used by the Company or any of its subsidiaries
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; </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company and each of its subsidiaries have taken reasonable steps necessary to secure interests in the
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
<FONT STYLE="white-space:nowrap">non-disclosure</FONT> agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. There are no outstanding options, licenses or binding
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 Company&#146;s knowledge, the Joint Venture, that are required
to be described in the Registration Statement and the Prospectus and are not so described. The Company and each of its subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture, are not a party to or bound
by any options, licenses or binding agreements with respect to any Intellectual Property of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not so described. No government
funding, facilities or resources of a university, college, other educational institution or research center or funding from third parties was used in the development of 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 Company&#146;s knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. No governmental agency or body,
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
Company&#146;s knowledge, the Joint Venture, and that is material to their respective businesses as currently conducted or proposed to be conducted. The Company and its subsidiaries (other than the Joint Venture) and, to the Company&#146;s
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
subsidiaries (other than the Joint Venture) and, to the Company&#146;s knowledge, the Joint Venture. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">16 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(u) The Company and each of its subsidiaries (other than the Joint Venture), and, to the
Company&#146;s knowledge, the Joint Venture, have (i)&nbsp;operated and currently operate their respective businesses in a manner compliant in all material respects with all applicable foreign, federal, state and local laws and regulations, all of
their respective contractual obligations and all applicable Company policies (internal and posted) related to privacy and data security applicable to the Company&#146;s, and its subsidiaries&#146;, collection, use, processing, handling, transfer,
transmission, storage, disclosure and/or disposal of the confidential, sensitive, personal, or regulated data of their respective customers, employees and other third parties (the &#147;Privacy and Data Security Requirements&#148;) and
(ii)&nbsp;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.
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,
employee or third party data maintained by or on behalf of the Company and its subsidiaries, and none of the Company and its subsidiaries has notified, nor has been required to notify pursuant to its Privacy and Data Security Requirements, any
customer, governmental entity or the media of any such event with regard to any material data breach; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(v) The Company and each of its
subsidiaries&#146; (other than the Joint Venture), and, to the Company&#146;s knowledge, the Joint Venture&#146;s, information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases
(collectively, &#147;<B>IT Systems</B>&#148;) 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. To the best of
the Company&#146;s knowledge, such IT Systems are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as otherwise set forth in the Registration Statement and the Prospectus
(i)&nbsp;the Company and each of its subsidiaries (other than the Joint Venture), and, to the Company&#146;s knowledge, the Joint Venture, have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to
maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems, and (ii)&nbsp;there have been (A)&nbsp;no breaches, violations, outages or unauthorized uses of or
access to same, except for those that have been remedied without material cost or liability, and (B)&nbsp;no material incidents under internal review or investigations relating to the same. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(w) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors,
officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
thereof as described in the Registration Statement or the Prospectus, the Company will not be required to register as an &#147;investment company&#148; within the meaning of the Investment Company Act of 1940, as amended, and the rules and
regulations of the Commission thereunder (collectively, the &#147;<B>Investment Company </B><B>Act</B>&#148;) or an entity &#147;controlled&#148; by an &#147;investment company&#148; within the meaning of the Investment Company Act. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">17 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(y) The Company and its subsidiaries have paid all material federal, state, local and
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,
or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(z) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all
declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as
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
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
or authorization will not be renewed in the ordinary course. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(aa) No labor disturbance by or material dispute with employees of the
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
subsidiaries&#146; principal suppliers, contractors or customers, except as would not have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(bb) (i) Except as
described in the Registration Statement and the Prospectus, the Company and its subsidiaries (1)&nbsp;are in compliance with all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions,
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
(collectively, &#147;<B>Environmental Laws</B>&#148;); (2) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective
businesses; and (3)&nbsp;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
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)&nbsp;there are no costs or liabilities
associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (1)&nbsp;and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and (iii)&nbsp;except as described in each of the Registration Statement and the Prospectus, (A)&nbsp;there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its
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)&nbsp;the Company and its
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
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)&nbsp;none of the Company and its subsidiaries anticipates material capital expenditures
relating to any Environmental Laws. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(cc) (i) Each employee benefit plan, within the meaning of Section&nbsp;3(3) of the Employee
Retirement Income Security Act of 1974, as amended (&#147;<B>ERISA</B>&#148;), for which the Company or any member of its &#147;<B>Controlled Group</B>&#148; (defined as any organization which is a member of a controlled group of corporations within
the meaning of Section&nbsp;414 of the Code) would have any liability (each, a &#147;<B>Plan</B>&#148;) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but
not limited to ERISA and the Internal Revenue Code of 1986, as amended (the &#147;<B>Code</B>&#148;), except for noncompliance that could not reasonably be expected to result in material liability to the Company or its subsidiaries; (ii)&nbsp;no
prohibited transaction, within the meaning of Section&nbsp;406 of ERISA or Section&nbsp;4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption that could reasonably
be expected to result in a material liability to the Company or its subsidiaries; (iii)&nbsp;for each Plan that is subject to the funding rules of Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA, the minimum funding standard of
Section&nbsp;412 of the Code or Section&nbsp;302 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
taking into account any waiver thereof or extension of any amortization period); (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to
fund such Plan); (v) no &#147;reportable event&#148; (within the meaning of Section&nbsp;4043(c) of ERISA) has occurred or is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to
the Company or its subsidiaries; (vi)&nbsp;neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the
Pension Benefit Guaranty Corporation (&#147;<B>PBGC</B>&#148;), in the ordinary course and without default) in respect of a Plan (including a &#147;multiemployer plan&#148;, within the meaning of Section&nbsp;4001(a)(3) of ERISA); and
(vii)&nbsp;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
expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably likely to occur: (x)&nbsp;a material increase in the aggregate amount of contributions required to be made to all
Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries&#146; most recently completed fiscal year; or (y)&nbsp;a
material increase in the Company and its subsidiaries&#146; &#147;accumulated post-retirement benefit obligations&#148; (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company
and its subsidiaries&#146; most recently completed fiscal year. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(dd) The Company and its subsidiaries maintain an effective system of &#147;disclosure
controls and procedures&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13a-15(e)</FONT> 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
disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission&#146;s rules and forms, including controls and procedures
designed to ensure that such information is accumulated and communicated to the Company&#146;s management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the
effectiveness of their disclosure controls and procedures as required by Rule <FONT STYLE="white-space:nowrap">13a-15</FONT> of the Exchange Act, and as of December&nbsp;31, 2021 and as of the last day of each of the Company&#146;s fiscal quarters
ended thereafter, such disclosure controls and procedures were effective to perform the functions for which they were established. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ee)
The Company and its subsidiaries maintain systems of &#147;internal control over financial reporting&#148; (as defined in Rule <FONT STYLE="white-space:nowrap">13a-15(f)</FONT> of the Exchange Act) that comply with the requirements of the Exchange
Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial
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)&nbsp;transactions are executed in
accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii)&nbsp;access to
assets is permitted only in accordance with management&#146;s general or specific authorization; (iv)&nbsp;the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences and (v)&nbsp;interactive data in eXtensible Business Reporting Language (&#147;<B>XBRL Data</B>&#148;) included or incorporated by reference in the Registration Statement fairly presents the information called for in all
material respects and is prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. Based on the Company&#146;s most recent evaluation of its internal controls over financial reporting pursuant to Rule <FONT
STYLE="white-space:nowrap">13a-15(c)</FONT> of the Exchange Act, there are no material weaknesses in the Company&#146;s internal control over financial reporting. The Company&#146;s auditors and the Audit Committee of the Board of Directors of the
Company have been advised of: (i)&nbsp;all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the
Company&#146;s ability to record, process, summarize and report financial information; and (ii)&nbsp;any fraud, whether or not material, that involves management or other employees who have a significant role in the Company&#146;s internal controls
over financial reporting. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ff) The Registration Statement and the documents incorporated by reference therein include and incorporate by
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
material respects and has been prepared in accordance with the Commission&#146;s rules and guidelines applicable thereto. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(gg) Except as would not reasonably be expected to have a Material Adverse Effect, the
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
accordance with customary industry practice for companies of comparable size, market capitalization and stage of business to protect the Company and its subsidiaries and their respective businesses, taken as a whole; and neither the Company nor any
of its subsidiaries has (i)&nbsp;received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii)&nbsp;any reason to believe
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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(hh) Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor, to
the knowledge of the Company, any agent, controlled affiliate or other person &#147;associated with&#148; (as that term is defined in the Bribery Act 2010 of the United Kingdom) or acting on behalf of the Company or any of its subsidiaries has
(i)&nbsp;used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)&nbsp;made or taken an act in furtherance of an offer, promise or authorization of any direct or
indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on
behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii)&nbsp;violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or
regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or
anti-corruption law; or (iv)&nbsp;made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or
improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and
anti-corruption laws. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with
applicable anti-money laundering laws, including the U.S. criminal anti-money laundering statutes at 18 U.S.C. &#167;&#167; 1956 and 1957, and all other applicable anti-money laundering statutes of jurisdictions where the Company or any of its
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 &#147;Anti-Money Laundering Laws&#148;).
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
Company, threatened. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(jj) Neither the Company nor any of its subsidiaries, directors, or officers, nor, to the knowledge of the Company,
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
enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (&#147;OFAC&#148;) or the U.S. Department of State and including, without
</P>
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limitation, the designation as a &#147;specially designated national&#148; or &#147;blocked person&#148;), the United Nations Security Council (&#147;UNSC&#148;), the European Union, Her
Majesty&#146;s Treasury (&#147;HMT&#148;) or other relevant sanctions authority (collectively, &#147;Sanctions&#148;), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or
target of Sanctions, including, without limitation, <FONT STYLE="white-space:nowrap">the&nbsp;non-government&nbsp;controlled</FONT> areas of the&nbsp;Zaporizhzhia&nbsp;and&nbsp;Kherson&nbsp;Regions of Ukraine, the
<FONT STYLE="white-space:nowrap">so-called</FONT> Donetsk People&#146;s Republic, or the <FONT STYLE="white-space:nowrap">so-called</FONT> Luhansk People&#146;s Republic or any other Covered Region of Ukraine identified pursuant to Executive Order
14065, the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria (each, a &#147;Sanctioned Country&#148;); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i)&nbsp;to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject
or target of Sanctions, (ii)&nbsp;to fund or facilitate any activities of or business in any Sanctioned Country or (iii)&nbsp;in any other manner that will result in a violation by any person (including any person participating in the transaction,
whether as agent, underwriter, advisor, investor or otherwise) of Sanctions. 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
that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(kk) Each
of the Company and its subsidiaries, and, to the Company&#146;s knowledge, each of their affiliates and any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in
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
of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. The term &#147;<U>Export and Import Laws</U>&#148; means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export
Administration Act of 1979, as amended, the Export Administration Regulations, and all other laws and regulations of the United States government regulating the provision of services to <FONT STYLE="white-space:nowrap">non-U.S.</FONT> parties or the
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
of articles and information from and to the foreign country to parties not of the foreign country. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ll) No subsidiary of the Company is
currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary&#146;s capital stock, from
repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary&#146;s properties or assets to the Company or any other subsidiary of the Company. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(mm) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this
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, finder&#146;s fee or like
payment in connection with the offering and sale of the Shares. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">22 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(nn) No person has the right to require the Company or any of its subsidiaries to register
any securities for sale under the Act by reason of the filing of the Registration Statement with the Commission or the offering, issuance or sale of the Shares except such as have been waived. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(oo) Neither the Company nor any subsidiary or affiliate of the Company has taken, directly or indirectly, any action which is designed to or
which has constituted or which would reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(pp) The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described in the
Registration Statement and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(qq) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company&#146;s directors or
officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the &#147;<B>Sarbanes-Oxley Act</B>&#148;), including
Section&nbsp;402 related to loans and Sections 302 and 906 related to certifications. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(rr) No forward-looking statement (within the
meaning of Section&nbsp;27A of the Act and Section&nbsp;21E 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
other than in good faith. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ss) Nothing has come to the attention of the Company that has caused the Company to believe that the
statistical and market-related data included in the Registration Statement and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
to official notice of issuance, on the Exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(uu) The Class&nbsp;A Common Stock is an &#147;actively-traded security&#148; excepted
from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101 (c)(1) thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(vv) Any certificate signed by
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
Agreement shall be deemed a representation and warranty by the Company to the Agent as to the matters covered thereby. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. <U>Certain Covenants of the Company.</U> The Company hereby agrees with the Agent: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
similar rule) in connection with the offering or sale of Shares, before using or filing any amendment or supplement to the Registration Statement or the Prospectus (in each case, other than due to the filing of an Incorporated Document), to furnish
to the Agent a copy of each such amendment or supplement within a reasonable period of time before filing with the Commission or using any such amendment or supplement and the Company will not use or file any such proposed amendment or supplement to
which the Agent reasonably objects, unless the Company&#146;s 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
Agent reasonably objects unless the Company&#146;s legal counsel has advised the Company that use or filing of such document is required by law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) To file the Prospectus, each Prospectus Supplement and any other amendments or supplements to the Prospectus pursuant to, and within the
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
delivered or filed on the Commission&#146;s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (collectively, &#147;<B>EDGAR</B>&#148;)) to the Agent via <FONT STYLE="white-space:nowrap">e-mail</FONT> in
&#147;.pdf&#148; format on such filing date to an <FONT STYLE="white-space:nowrap">e-mail</FONT> account designated by the Agent and, at the Agent&#146;s request, to also furnish copies of the Prospectus, each Prospectus Supplement, any other
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) To file timely all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
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
sale of the Shares, and during such same period to advise the Agent, promptly after the Company receives notice thereof, (i)&nbsp;of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement
to the Prospectus or any amended Prospectus has been filed with the Commission; (ii)&nbsp;of the issuance by the Commission of any stop order or any order preventing or suspending the use of any prospectus relating to the Shares or the initiation or
threatening of any proceeding for that purpose, pursuant to Section&nbsp;8A of the Act; (iii)&nbsp;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
for any such purpose; (iv)&nbsp;of any request by the Commission for the amendment of the Registration Statement or the amendment or supplementation of the Prospectus (in each case including any documents incorporated by reference therein) or for
additional information; (v)&nbsp;of the occurrence of any event as a result of which the Prospectus as then amended or supplemented includes any untrue statement of a material fact or omits to state a material fact required to be stated therein or
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)&nbsp;of the receipt by the Company of any notice of objection of the Commission
to the use of the Registration Statement or any post-effective amendment thereto. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) In the event of the issuance of any such stop order or of any such order preventing or
suspending the use of any such prospectus or suspending any such qualification, or of any notice of objection pursuant to Rule&nbsp;401(g)(2) under the Act, to use promptly its commercially reasonable efforts to obtain its withdrawal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) To furnish such information as may be required and otherwise cooperate in qualifying the Shares for offering and sale under the securities
or blue sky laws of such states or other jurisdictions as the Agent may reasonably designate and to use its reasonable best efforts to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the
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
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
initiation of any proceeding for such purpose. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) To make available to the Agent at its offices in New York City, without charge, as
soon as reasonably practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Agent, as many copies of the Prospectus and the Prospectus Supplement (or of the Prospectus or Prospectus
Supplement as amended or supplemented if the Company shall have made any amendments or supplements thereto and documents incorporated by reference therein after the effective date of the Registration Statement) as the Agent may reasonably request
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
amendment or amendments to the Registration Statement or the Prospectus as may be necessary to comply with the requirements of Section&nbsp;10(a)(3) of the Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) To furnish or make available to the Agent during the Term (i)&nbsp;copies of any reports or other communications which the Company shall
send to its shareholders or shall from time to time publish or publicly disseminate and (ii)&nbsp;copies of all annual, quarterly and current reports filed with the Commission on Forms <FONT STYLE="white-space:nowrap">10-K,</FONT> <FONT
STYLE="white-space:nowrap">10-Q</FONT> and <FONT STYLE="white-space:nowrap">8-K,</FONT> 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
Agent may reasonably request regarding the Company or its subsidiaries, in each case as soon as such reports, communications, documents or information becomes available or promptly upon the request of the Agent, as applicable; provided, however,
that the Company shall have no obligation to provide the Agent with any document filed on EDGAR or included on the Company&#146;s Internet website. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
opinion of counsel for the Agent or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such
counsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the Act, in </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">25 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
the case of such a determination by counsel to the Company, immediate notice shall be given, and confirmed in writing, to the Agent to cease the solicitation of offers to purchase the Shares in
the Agent&#146;s capacity as agent, and, in either case, the Company will, subject to Section&nbsp;4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Act, the Exchange
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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
each fiscal quarter referred to below, an earnings statement (in form complying with the provisions of Section&nbsp;11(a) under the Act and Rule 158 of the Commission promulgated thereunder) covering each twelve-month period beginning, in each case,
not later than the first day of the Company&#146;s fiscal quarter next following each &#147;effective date&#148; (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(j) To apply the net proceeds from the sale of the Shares in the manner described in the Prospectus Supplement under the caption &#147;Use of
Proceeds.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(k) Not to, and to cause its subsidiaries not to, take, directly or indirectly, any action designed to cause or result
in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; <I>provided</I> that nothing herein shall prevent
the Company from filing or submitting reports under the Exchange Act or issuing press releases in the ordinary course of business. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(l)
Except as otherwise agreed between the Company and the Agent, to pay all costs, expenses, fees and taxes in connection with (i)&nbsp;the preparation and filing of the Registration Statement, the Prospectus, and any amendments or supplements thereto,
and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii)&nbsp;the qualification of the Shares for offering and
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
therewith up to $5,000) and the printing and furnishing of copies of any blue sky surveys to the Agent, (iv)&nbsp;the listing of the Shares on the Exchange and any registration thereof under the Exchange Act, (v)&nbsp;any filing for review, and any
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
and of the Company&#146;s independent registered public accounting firm, (vii)&nbsp;the performance of the Company&#146;s other obligations hereunder and under any Terms Agreement and (viii)&nbsp;the reasonable and documented <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses of the Agent, including the reasonable fees and disbursements of counsel to the Agent (other than as specifically provided above) in connection with
this Agreement, which shall not exceed an aggregate of $300,000 for this Agreement and any Alternative Agreement, and ongoing services in connection with the transactions contemplated hereunder, which shall not exceed an aggregate of $25,000 on a
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
sale and marketing of the Shares, and legal costs of the Agent other than as specifically provided above. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">26 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(m) With respect to the offering(s) contemplated by this Agreement or any Terms Agreement,
the Company will not offer shares of Class&nbsp;A Common Stock or any securities convertible into or exchangeable or exercisable for shares of the Class&nbsp;A Common Stock in a manner in violation of the Act or the Exchange Act; and the Company
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(n) Unless the Company has given written notice to the Agent that the Company has suspended activity under this Agreement and there are no
pending Agency Transactions or Principal Transactions, the Company will not, without (A)&nbsp;giving the Agent at least three Exchange Business Days&#146; prior written notice specifying the nature of the proposed sale and the date of such proposed
sale<B> </B>and (B)&nbsp;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)&nbsp;offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class&nbsp;A Common Stock or other equity
securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for Class&nbsp;A Common Stock or other equity securities of the Company, or submit to, or file with, the Commission any registration statement
under the Act with respect to any of the foregoing (other than a registration statement on Form <FONT STYLE="white-space:nowrap">S-8</FONT> or post-effective amendment to the Registration Statement), or publicly announce the intention to undertake
any of the foregoing, or (ii)&nbsp;enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Class&nbsp;A Common Stock or other equity securities of the Company, whether any such
transaction described in clause (i)&nbsp;or (ii) above is to be settled by delivery of shares of Class&nbsp;A Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A)&nbsp;Shares offered and sold under
this Agreement, any Alternative Agreement, any Terms Agreement or Any Alternative Terms Agreement or (B)&nbsp;securities issued pursuant to any of the Company&#146;s equity incentive plans described in the Registration Statement and the Prospectus
or upon the exercise of options granted thereunder. Any <FONT STYLE="white-space:nowrap">lock-up</FONT> provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(o) The Company will use commercially reasonable efforts to cause the Shares to be listed on the Exchange. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(p) The Company consents to the Agent trading in the Class&nbsp;A Common Stock for the Agent&#146;s own account and for the account of its
clients at the same time as sales of the Shares occur pursuant to this Agreement or any Terms Agreement. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">27 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(q) If immediately prior to the third anniversary (the &#147;<B>Renewal Deadline</B>&#148;)
of the initial effective date of the Registration Statement, the aggregate Gross Sales Price of Shares sold by the Company pursuant to this Agreement, any Terms Agreements, the Alternative Agreements and any Alternative Terms Agreement, in the
aggregate, is less than the Maximum Amount and this Agreement has not expired or been terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, an automatic shelf registration
statement relating to the Shares, in a form satisfactory to the Agent. 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
registration statement relating to the Shares, in a form satisfactory to the Agent, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all
other action necessary or appropriate to permit the issuance and sale of the Shares to continue as contemplated in the expired registration statement relating to the Shares. References herein to the Registration Statement shall include such new
automatic shelf registration statement or such new shelf registration statement, as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5. <U>Execution of Agreement</U>.
The Agent&#146;s 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: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) the Company shall have delivered to the Agent: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">an officers&#146; certificate signed by two officers of the Company (one of whom shall be the Chief Financial
Officer or other senior financial officer) certifying as to the matters set forth in Exhibit B hereto; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">an opinion and a negative assurance letter of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, Professional
Corporation, counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form and substance satisfactory to the Agent; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a &#147;comfort&#148; letter from Ernst&nbsp;&amp; Young LLP, addressed to the Agent and dated the date of this
Agreement, addressing such matters as the Agent may reasonably request; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">a certificate signed by the Company&#146;s Chief Financial Officer, in substantially the form of Exhibit C
hereto, certifying as to certain financial, numerical and statistical data not covered by the &#147;comfort&#148; letter referred to in Section&nbsp;5(a)(iii) hereof; </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(v)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">evidence reasonably satisfactory to the Agent and its counsel that the Shares have been approved for listing on
the Exchange, subject only to notice of issuance on or before the date hereof; </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vi)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">resolutions duly adopted by the Company&#146;s board of directors, and certified by an officer of the Company,
authorizing the Company&#146;s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">such other documents as the Agent shall reasonably request; and </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">28 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Agent shall have received a letter or letters, which shall include legal opinions
and negative assurance statements, of Sullivan&nbsp;&amp; 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6. <U>Additional Covenants of the Company</U>. The Company further covenants and agrees with the Agent as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) Each Transaction Proposal made by the Company that is accepted by the Agent by means of a Transaction Acceptance and each execution and
delivery by the Company of a Terms Agreement shall be deemed to be (i)&nbsp;an affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agent pursuant hereto
are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii)&nbsp;an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and
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
Transaction Acceptance or Terms Agreement, as the case may be). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) Each time that (i)&nbsp;the Registration Statement or the Prospectus
shall be amended or supplemented (including, except as noted in the proviso at the end of this Section&nbsp;6(b), by the filing of any Incorporated Document), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii)&nbsp;the
Agent shall reasonably request (each date referred to clauses (i), (ii) and (iii)&nbsp;above, a &#147;<B>Bring-Down Delivery Date</B>&#148;), the Company shall, unless the Agent agrees otherwise, furnish or cause to be furnished to the Agent
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,
delivered on such Principal Settlement Date, of the same tenor as the certificates referred to in Sections 5(a)(i) and 5(a)(iv) hereof, modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to
the time of delivery of such certificates and, in the case of the Chief Financial Officer&#146;s certificate, covering such other financial, numerical and statistical data that is not covered by the accountants&#146; &#147;comfort&#148; letter dated
as of such Bring-Down Delivery Date as the Agent may reasonably request, or, in lieu of such certificates, certificates to the effect that the statements contained in the certificates referred to in Sections 5(a)(i) and, unless the Agent shall have
requested that the Chief Financial Officers&#146; 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
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); <I>provided</I>, <I>however</I>, that the filing of a Current Report on Form <FONT
STYLE="white-space:nowrap">8-K</FONT> will not constitute a Bring-Down Delivery Date under clause (i)&nbsp;above unless either (A)&nbsp;the Agent has reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event
or events reported in such Current Report on Form <FONT STYLE="white-space:nowrap">8-K,</FONT> whether the information contained therein is considered &#147;furnished&#148; or &#147;filed&#148; under the Exchange Act or (B)&nbsp;such Current Report
on Form <FONT STYLE="white-space:nowrap">8-K</FONT> contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data, including any Current Report
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">29 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
on Form <FONT STYLE="white-space:nowrap">8-K</FONT> or part thereof under Item 2.02 of Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> of the Commission that is considered
&#147;filed&#148; under the Exchange Act but excluding any Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> or part thereof under Item 7.01 or Item 2.02 of Regulation <FONT STYLE="white-space:nowrap">S-K</FONT> of the Commission
that is considered &#147;furnished&#148; under the Exchange Act; and <I>provided, further,</I> that an amendment or supplement to the Registration Statement or the Prospectus relating to the offering of other securities pursuant to the Registration
Statement will not constitute a Bring-Down Delivery Date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) Each Bring-Down Delivery Date, the Company shall, unless the Agent agrees
otherwise, cause to be furnished to Agent (A)&nbsp;the written opinion and, if not included in such opinion, negative assurance letter of Wilson Sonsini Goodrich&nbsp;&amp; Rosati, Professional Corporation, counsel to the Company, and the written
opinion and a negative assurance letter of Sullivan&nbsp;&amp; Cromwell LLP, counsel to the Agent,<B> </B>each dated as of the applicable Bring-Down Delivery Date and delivered within one<B> </B>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, dated and delivered on such Principal Settlement Date, of the same tenor as the opinions and letters referred to in Section&nbsp;5(a)(ii) or
Section&nbsp;5(b) hereof, as applicable, but modified as necessary to relate to the Registration Statement or the Prospectus as amended and supplemented to the time of delivery of such opinions and letters, or, in lieu of such opinions and letters,
each<B> </B>such counsel shall furnish the Agent with a letter substantially to the effect that the Agent may rely on the opinion and letter of such counsel referred to in Section&nbsp;5(a)(ii) or Section&nbsp;5(b), as applicable, furnished to the
Agent, to the same extent as though they were dated the date of such letter authorizing reliance (except that statements in such last opinion and letter of such counsel shall be deemed to relate to the Registration Statement or the Prospectus as
amended and supplemented to the time of delivery of such letters authorizing reliance). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) Each Bring-Down Delivery Date, the Company
shall, unless the Agent agrees otherwise, cause Ernst&nbsp;&amp; Young LLP to furnish to the Agent a &#147;comfort&#148; letter, dated as of the applicable Bring-Down Delivery Date and delivered within one<B> </B>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, delivered on such Principal Settlement Date, of the same tenor as the letter referred to in Section&nbsp;5(a)(iii) hereof,
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
any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), the Company shall, if requested by the Agent, cause a firm of independent public accountants to furnish to the Agent a &#147;comfort&#148;
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,
delivered on such Principal Settlement Date, addressing such matters as the Agent may reasonably request<B>. </B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) (i) No order
suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section&nbsp;8A under the Act shall be pending before or<B> </B>threatened by the Commission; the Prospectus shall have
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
sale in any jurisdiction, or of the initiation or </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">30 </P>

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threatening of any proceedings for any of such purposes, shall have occurred and be in effect at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a
Transaction Acceptance to the Company; and (ii)&nbsp;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
statements therein, in the light of the circumstances under which they were made, not misleading at the time the Company delivers a Transaction Proposal to the Agent or the time the Agent delivers a Transaction Acceptance to the Company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The Company shall reasonably cooperate with any reasonable due diligence review requested by the Agent or its counsel from time to time in
connection with the transactions contemplated hereby or any Terms Agreement, including, without limitation, (i)&nbsp;at the commencement of each intended Offering Date and any Time of Sale or Settlement Date, providing information and making
available appropriate documents and appropriate corporate officers of the Company and, upon reasonable request, representatives of Ernst&nbsp;&amp; Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by
reference the financial statements of any entity or business (other than the consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial
statements) for an update on diligence matters with representatives of the Agent and (ii)&nbsp;at each Bring-Down Delivery Date and otherwise as the Agent may reasonably request, providing information and making available documents and appropriate
corporate officers of the Company and representatives of Ernst&nbsp;&amp; Young LLP (and, if the Registration Statement or the Prospectus shall include or incorporate by reference the financial statements of any entity or business (other than the
consolidated financial statements of the Company and its subsidiaries), representatives of the independent public accountants that audited or reviewed such financial statements) for one or more due diligence sessions with representatives of the
Agent and its counsel. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(g) The Company shall disclose, in its quarterly reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> and
in its annual report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> and, if requested by the Agent, in supplements to the Prospectus to be filed by the Company with the Commission from time to time, the number of the Shares sold through the
Agent under this Agreement and any Terms Agreement, and the net proceeds to the Company from the sale of the Shares and the compensation paid by the Company with respect to sales of the Shares pursuant to this Agreement during the relevant quarter
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 <FONT STYLE="white-space:nowrap">10-K,</FONT> during the fiscal year covered by such Annual Report
and the fourth quarter of such fiscal year. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(h) Notwithstanding the foregoing, the requirements to provide the officers&#146;
certificate, opinions and letters of counsel and accountants&#146; letter specified in Section&nbsp;6(b) through 6(d) shall be waived for any Bring-Down Delivery Date occurring at a time at which no Transaction Proposal or offers to enter into a
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
calendar quarter shall be considered a Bring-Down Delivery Date) and the next occurring Bring-Down Delivery Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Bring-Down Delivery Date when the Company
</P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">31 </P>

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relied on the waiver under this Section&nbsp;6(h), then before the Company delivers the Transaction Proposal or executes a Terms Agreement hereunder or under any Alternative Agreement or the
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&#146; letter specified in Section&nbsp;6(b) through
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">All opinions, letters and other documents referred to in Sections 6(b) through (d)&nbsp;above shall be reasonably satisfactory in form and
substance to the Agent. The Agent will provide the Company with such notice (which may be oral, and in such case, will be confirmed via <FONT STYLE="white-space:nowrap">e-mail</FONT> as soon as reasonably practicable thereafter) as is reasonably
practicable under the circumstances when requesting an opinion, letter or other document referred to in Sections 6(b) through (d)&nbsp;above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7. <U>Conditions of the Agent&#146;s Obligation</U>. The Agent&#146;s obligation to solicit purchases on an agency basis for the Shares or
otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the following conditions: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) At the Time of Acceptance, at the time of the commencement of trading on the Exchange on the Offering Date(s) and at the relevant Time of
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:
</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The representations, warranties and agreements on the part of the Company herein contained or contained in any
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.
</P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company shall have performed and observed its covenants and other obligations hereunder and/or under any
Terms Agreement, as the case may be, in all material respects. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the
case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Company until the Principal Settlement Date, trading in the Class&nbsp;A Common Stock on the Exchange shall not have
been suspended. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(iv)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">From the date of this Agreement, no event or condition of a type described in Section&nbsp;3(e) hereof shall
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
offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement and the Prospectus. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">32 </P>

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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(v)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Subsequent to the relevant Time of Acceptance or, in the case of a Principal Transaction, subsequent to
execution of the applicable Terms Agreement, (A)&nbsp;no downgrading shall have occurred in the rating accorded any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries by any &#147;nationally
recognized statistical rating organization&#148;, as such term is defined by the Commission for purposes of Section&nbsp;3(a)(62) of the Exchange Act and (B)&nbsp;no such organization shall have publicly announced that it has under surveillance or
review, or has changed its outlook with respect to, its rating of any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible
upgrading) in each case that has not been described in any supplement to the Prospectus issued or document incorporated by reference filed prior to any related Time of Sale. </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vi)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Shares to be issued pursuant to the Transaction Acceptance or pursuant to a Terms Agreement, as applicable,
shall have been approved for listing on the Exchange, subject only to notice of issuance. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(vii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted
or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B)&nbsp;no injunction or order of any federal, state or foreign court
shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(viii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">(A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for
such purpose or pursuant to Section&nbsp;8A of the Act shall be pending before or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have
been received by the Company; (B)&nbsp;the Prospectus shall have been timely filed with the Commission under the Act; (C)&nbsp;all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agent;
and (D)&nbsp;no suspension of the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. 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 statements therein, in the light of the circumstances under which they were made, not
misleading at the time the Agent delivers a Transaction Acceptance to the Company or the Company and the Agent execute a Terms Agreement, as the case may be. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">33 </P>

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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ix)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">No amendment or supplement to the Registration Statement or the Prospectus shall have been filed to which the
Agent shall have reasonably objected in writing. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) 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, on such Principal Settlement Date, the Agent shall have received the officers&#146; certificates, opinions and negative assurance
letters of counsel and &#147;comfort&#148; letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity and without limitation to any other provision of this Section&nbsp;7 or elsewhere in this
Agreement, the parties hereto agree that the Agent&#146;s obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the
Agent, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agent shall have received the documents described in the preceding sentence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8. <U>Termination</U>. </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="top" ALIGN="left">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Company may terminate this Agreement in its sole discretion at any time upon prior written notice to the
Agent. Any such termination shall be without liability of either party to the other party, except that (A)&nbsp;with respect to any pending sale, the obligations of the Company, including in respect of compensation of the Agent, shall remain in full
force and effect notwithstanding such termination; and (B)&nbsp;the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement
shall remain in full force and effect notwithstanding such termination. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of any sale by the Company pursuant to a Terms Agreement, the obligations of the Company pursuant
to such Terms Agreement and this Agreement may not be terminated by the Company without the prior written consent of the Agent. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD WIDTH="9%" VALIGN="top" ALIGN="left">(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">The Agent may terminate this Agreement in its sole discretion at any time upon giving prior written notice to
the Company. Any such termination shall be without liability of either party to the other party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only
Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">34 </P>

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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="13%">&nbsp;</TD>
<TD WIDTH="5%" VALIGN="top" ALIGN="left">(ii)</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">In the case of any purchase by the Agent pursuant to a Terms Agreement, the obligations of the Agent pursuant
to such Terms Agreement shall be subject to termination by the Agent at any time prior to or at the Principal Settlement Date if (A)&nbsp;since the time of execution of the Terms Agreement or the respective dates as of which information is given in
the Registration Statement and the Prospectus, (i)&nbsp;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
Mercantile Exchange or the Chicago Board of Trade; (ii)&nbsp;trading of any securities issued or guaranteed by the Company or any of its subsidiaries shall have been suspended on any exchange or in any
<FONT STYLE="white-space:nowrap">over-the</FONT> counter market, (iii)&nbsp;a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities, (iv)&nbsp;there shall have occurred any outbreak or
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 Agent&#146;s judgment, is
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. If the Agent elects to terminate its
obligations pursuant to this Section&nbsp;8(b)(ii), the Company shall be notified promptly in writing. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) This
Agreement shall remain in full force and effect until the earliest of (A)&nbsp;termination of the Agreement pursuant to Section&nbsp;8(a) or 8(b) above or otherwise by mutual written agreement of the parties, (B)&nbsp;such date that the Maximum
Amount<B> </B>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)&nbsp;the third anniversary of the date of this Agreement, in each
case except that the provisions of Section&nbsp;3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section&nbsp;4(l)), 9, 13, 14 and 16 of this Agreement shall remain in full force and effect
notwithstanding such termination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) Any termination of this Agreement shall be effective on the date specified in such notice of
termination; <I>provided</I> 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
required pursuant to Section&nbsp;8(a) or (b). If such termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall settle in accordance with the provisions of Section&nbsp;2 hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9. <U>Indemnity and Contribution</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) The Company agrees to indemnify and hold harmless the Agent, its affiliates, directors and officers and each person, if any, who controls
the Agent within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 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
fees and other expenses incurred in connection with any suit, action or proceeding </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">35 </P>

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or any claim asserted, as such fees and expenses are incurred), that arise out of, or are based upon, (i)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto) or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading or (ii)&nbsp;any
untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use therein, it being understood and agreed that the only such information
furnished by the Agent consists of the information described as such in subsection (b)&nbsp;below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) The Agent agrees to indemnify and
hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act to the same extent
as the indemnity set forth in paragraph (a)&nbsp;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
reliance upon and in conformity with any information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement (or any amendment thereto), the Prospectus (or any amendment or supplement
thereto) or any road show, it being understood and agreed upon that such information shall consist solely of the following: the information appearing in the third sentence of the first paragraph under the caption &#147;Plan of Distribution&#148; in
the Prospectus Supplement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand
shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section&nbsp;9(a) or 9(b) above, such person (the &#147;<B>Indemnified Person</B>&#148;) shall promptly notify the person against
whom such indemnification may be sought (the &#147;<B>Indemnifying Person</B>&#148;) in writing; <U>provided</U> that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section&nbsp;9
except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and <U>provided</U>, <U>further</U>, that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have to an Indemnified Person otherwise than under this Section&nbsp;9. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the
Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others
entitled to indemnification pursuant to this Section&nbsp;9 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
fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">36 </P>

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(i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary; (ii)&nbsp;the Indemnifying Person has failed within a reasonable time to retain
counsel reasonably satisfactory to the Indemnified Person; (iii)&nbsp;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
Indemnifying Person; or (iv)&nbsp;the named parties in any such proceeding (including any impleaded parties) included both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the
reasonable and documented fees and expenses of more than one separate firm (in addition to any local counsel) for (A)&nbsp;the Agent and its affiliates, directors and officers and its control persons, if any, or (B)&nbsp;the Company, its directors,
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. Any such separate firm for the
Agent and its affiliates, directors and officers and its control persons, if any, shall be designated in writing by the Agent, and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and its
control persons, if any, shall be designated in writing by the Company.<B> </B>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
final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the
Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification is or could have been sought hereunder by such Indemnified Person, unless
such settlement (x)&nbsp;includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and
(y)&nbsp;does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an
Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this Section&nbsp;9(c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its
written consent if (i)&nbsp;such settlement is entered into more than 45 days after receipt by such Indemnifying Person of the aforesaid request, (ii)&nbsp;such Indemnifying Person shall have received notice of the terms of such settlement at least
30 days prior to such settlement being entered into and (iii)&nbsp;such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(d) If the indemnification provided for in Sections&nbsp;9(a) and 9(b) above is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such Sections, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such losses, claims, damages or liabilities (i)&nbsp;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
the Shares pursuant to this Agreement and any Terms Agreements or (ii)&nbsp;if the allocation provided by clause (i)&nbsp;is not permitted by applicable </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">37 </P>

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law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)&nbsp;but also the relative fault of the Company, on the one hand, and the Agent, on
the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the
Agent, on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares pursuant to this Agreement and any Terms Agreements and the total
discounts and commissions received by the Agent in connection therewith bear to the aggregate Gross Sales Price of such Shares. The relative fault of the Company, on the one hand, and Agent, on the other, shall be determined by reference to, among
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
parties&#146; relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(e) The
Company and the Agent agree that it would not be just and equitable if contribution pursuant to this Section&nbsp;9 were determined by <U>pro</U> <U>rata</U> allocation or by any other method of allocation that does not take account of the equitable
considerations referred to in Section&nbsp;9(d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section&nbsp;9(d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section&nbsp;9, in no event shall the Agent be required to contribute
any amount in excess of the amount by which the total discounts and commissions received by the Agent with respect to the offering of the Shares pursuant to this Agreement and any Terms Agreements exceeds the amount of any damages that the Agent has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(f) The remedies provided for in this
Section&nbsp;9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">10. <U>Notices</U>. All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been
duly given if mailed or transmitted and confirmed by any standard form of communication, and, if to the Agent, shall be sufficient in all respects if delivered or sent to UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019,
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
Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]). Notwithstanding the foregoing, Transaction Proposals shall be delivered by the Company to the Agent by telephone or email, to the attention of Jesse O&#146;Neill (telephone
number: [***]; email: [***]), Charles Heaney (telephone number: [***]; email: [***]), and Evan Murphy (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan&nbsp;&amp; Cromwell LLP, attention: John Savva
(email: savvaj@sullcrom.com); and Transaction Acceptances shall be </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">38 </P>

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delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to
Wilson Sonsini Goodrich&nbsp;&amp; Rosati, P.C., attention: Michael Danaher (MDanaher@wsgr.com). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">11. <U>No Fiduciary Relationship</U>.
The Company acknowledges and agrees that the Agent is acting solely in the capacity of an arm&#146;s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby and any Terms Agreements (including in
connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, the Agent is not advising the Company or any other person as to any legal, tax,
investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions
contemplated hereby, and the Agent shall have no responsibility or liability to the Company with respect thereto. Any review by the Agent of the Company, the transactions contemplated hereby or other matters relating to such transactions will be
performed solely for the benefit of the Agent and shall not be on behalf of the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12. <U>Adjustments for Stock Splits</U>. The
parties acknowledge and agree that all share related numbers contained in this Agreement, any Transaction Proposal and any Transaction Acceptance shall be adjusted to take into account any stock split effected with respect to the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13. <U>Miscellaneous</U>. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a)
<I>Governing Law</I>. This Agreement, any Terms Agreement and any claim, controversy or dispute arising under or relating to this Agreement or any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New
York. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) <I>Submission to Jurisdiction</I>. The Company and the Agent hereby submit to the exclusive jurisdiction of the U.S. federal
and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and the Agent waive any objection which it may
now or hereafter have to the laying of venue of any such suit or proceeding in such courts. 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
Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(c) <I>Waiver of
Jury Trial.</I> Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement and any Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14. <U>Persons Entitled to Benefit of Agreement</U>. This Agreement and any Terms Agreement shall inure to the benefit of and be binding upon
the parties hereto and thereto, respectively, and their respective successors and the officers, directors, affiliates and controlling persons referred to in Section&nbsp;9 hereof. Nothing in this Agreement or any Terms Agreement is intended or shall
be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any such Terms Agreement or any provision contained herein or therein. No purchaser of Shares from or through the Agent
shall be deemed to be a successor merely by reason of purchase. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">39 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15. <U>Counterparts</U>. This Agreement and any Terms Agreement may be signed in
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. Counterparts may be delivered via
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
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16. <U>Survival</U>. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the
Agent contained in this Agreement or any Terms Agreement or made by or on behalf of the Company or the Agent pursuant to this Agreement or any Terms Agreement or any certificate delivered pursuant hereto or thereto shall survive the delivery of and
payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any Terms Agreement or any investigation made by or on behalf of the Company or the Agent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17. <U>Certain Defined Terms</U>. For purposes of this Agreement, except where otherwise expressly provided, the term &#147;affiliate&#148;
has the meaning set forth in Rule 405 under Act; the term &#147;business day&#148; means any day other than a day on which banks are permitted or required to be closed in New York City; and the term &#147;subsidiary&#148; has the meaning set forth
in Rule 405 under the Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18. <U>Recognition of the U.S. Special Resolution Regimes</U>. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) In the event that the Agent is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from the Agent of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">(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.
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
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">As used in this Section&nbsp;18: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">&#147;BHC Act Affiliate&#148; has the meaning assigned to the term &#147;affiliate&#148; in, and shall be interpreted in accordance with, 12
U.S.C. &#167; 1841(k). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">&#147;Covered Entity&#148; means any of the following: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">40 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(i) a &#147;covered entity&#148; as that term is defined in, and interpreted in accordance
with, 12 C.F.R. &#167; 252.82(b); </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(ii) a &#147;covered bank&#148; as that term is defined in, and interpreted in accordance with, 12
C.F.R. &#167; 47.3(b); or </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">(iii) a &#147;covered FSI&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R.
&#167; 382.2(b). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;Default Right&#148; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12
C.F.R. &#167;&#167; 252.81, 47.2 or 382.1, as applicable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">&#147;U.S. Special Resolution Regime&#148; means each of (i)&nbsp;the Federal
Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19. <U>Compliance with USA Patriot Act</U>. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. <FONT
STYLE="white-space:nowrap">107-56</FONT> (signed into law October&nbsp;26, 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
of its clients, as well as other information that will allow the Agent to properly identify its clients. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">20. <U>Amendments or
Waivers</U>. No amendment or waiver of any provision of this Agreement or any Terms Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties
hereto or thereto as the case may be. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">21. <U>Headings</U>. The headings herein and in any Terms Agreement are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement or any Terms Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[</B>Signature Page Follows<B>]</B> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">41 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding between the Company and the Agent,
please so indicate in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement among the Company and the Agent. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">QUANTUMSCAPE CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Kevin Hettrich</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: Kevin Hettrich</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Chief Financial Officer</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed to as of the </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">date first above written: </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">UBS SECURITIES LLC </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Jasneeraj Dhanoa</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: Jasneeraj Dhanoa</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Executive Director</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Hilbert Chen</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Name: Hilbert Chen</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Title: Associate Director</TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">42 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit A </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">QuantumScape Corporation Class&nbsp;A Common Stock </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>TERMS AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">_____________, 20__ </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">UBS Securities LLC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1285 Avenue of the Americas </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10019 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dear Sirs and Madams: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">QuantumScape Corporation,
a Delaware corporation (the &#147;<B>Company</B>&#148;), proposes, subject to the terms and conditions stated herein and in the Distribution Agreement dated&nbsp;February 28, 2023 (the &#147;<B>Distribution Agreement</B>&#148;) between the Company
and UBS Securities LLC (the &#147;<B>Agent</B>&#148;), to issue and sell to the Agent the securities specified in the Schedule hereto (the &#147;<B>Purchased Securities</B>&#148;). Unless otherwise defined below, terms defined in the Distribution
Agreement shall have the same meanings when used herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Each of the provisions of the Distribution Agreement not specifically related to
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
set forth in full herein. 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the
form heretofore delivered to the Agent, is now proposed to be filed with the Securities and Exchange Commission. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Subject to the terms and
conditions set forth herein and in the Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Agent, and the latter agrees to purchase from the Company, the Purchased Securities at the time and
place and at the purchase price set forth in the Schedule hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Notwithstanding any provision of the Distribution Agreement or this
Terms Agreement to the contrary, the Company consents to the Agent trading in the Class&nbsp;A Common Stock for Agent&#146;s own account and for the account of its clients at the same time as sales of the Purchased Securities occur pursuant to this
Terms Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I></I><B><I>[</I></B><I>Signature Page Follows</I><B><I>]</I></B><I> </I></P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">If the foregoing is in accordance with your understanding, please sign and return to us a
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. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top">QUANTUMSCAPE CORPORATION</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:___________________________</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed as of </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">the date first above written: </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">UBS SECURITIES LLC </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top">By:_____________________________</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">By:_____________________________</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Name:</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; text-indent:2.00em; font-size:10pt; font-family:Times New Roman">Title:</P></TD></TR>
</TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-2 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Schedule to Terms Agreement </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Title of Purchased Securities: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Class&nbsp;A
Common Stock, par value $0.0001 per share </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Number of Shares of Purchased Securities: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>[</B>&#149;<B>]</B> shares </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Initial Price to
Public: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">$<B>[</B>&#149;<B>]</B> per share </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Purchase Price Payable by the Agent: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">$<B>[</B>&#149;<B>]</B> per share </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Method of and
Specified Funds for Payment of Purchase Price: </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>[</B>By wire transfer to a bank account specified by the Company in same day
funds.<B>]</B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Method of Delivery: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman"><B>[</B>To the Agent&#146;s account, or the account of the Agent&#146;s designee, at The Depository Trust Company via DWAC in return for
payment of the purchase price.<B>]</B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Settlement Date: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">[&#149;], 20[&#149;] </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Closing Location: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">[&#149;] </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Documents to be Delivered: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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
Securities (which documents shall be dated on or as of the Settlement Date and shall be appropriately updated to cover any amendments or supplements to the Registration Statement, the Prospectus and any documents incorporated by reference therein):
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(1) the officers&#146; certificate referred to in Section&nbsp;5(a)(i); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(2) the opinions and negative assurance letters of the Company&#146;s outside counsel referred to in Section&nbsp;5(a)(ii); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(3) the &#147;comfort&#148; letter referred to in Section&nbsp;5(a)(iii); </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(4) <B>[</B>the Chief Financial Officer&#146;s certificate referred to in Section&nbsp;5(a)(iv)<B>]</B>; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(5) the opinion and negative assurance letter referred to in Section&nbsp;5(b); and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(6) such other documents as the Agent shall reasonably request. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Time of sale: <B>[</B>&#149;<B>]</B> <B>[</B>a.m./p.m.<B>]</B> (New York City time) on <B>[</B>&#149;<B>]</B>, <B>[</B>&#149;<B>]</B> </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Time of sale information: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The number of shares of Purchased Securities set forth above </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The initial price to public set forth above </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="1%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
<TD WIDTH="1%" VALIGN="top">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><B>[Other]</B> </P></TD></TR></TABLE>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">A-4 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit B </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>OFFICERS&#146; CERTIFICATE </U></B></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated
[&#149;], 2023 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:13%; font-size:10pt; font-family:Times New Roman">We, Jagdeep Singh, Chief Executive Officer and Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a
Delaware corporation (the &#147;<B>Company</B>&#148;), do hereby certify that this certificate is signed by us pursuant to those certain Distribution Agreements dated February&nbsp;28, 2023 between the Company and each of J.P. Morgan Securities LLC,
Cowen and Company, LLC, Deutsche Bank Securities Inc., and UBS Securities, LLC (the &#147;<B>Agreements</B>&#148;), and do hereby further certify on behalf of the Company, as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1. 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
as of this date; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2. The Company has performed all obligations and satisfied all conditions on its part to be performed or satisfied
pursuant to the Agreements on or prior to the date hereof; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3. The Company&#146;s Registration Statement (File <FONT
STYLE="white-space:nowrap">No.&nbsp;333-266419)</FONT> 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
that purpose or pursuant to Section&nbsp;8A of the Act has been initiated or, to the knowledge of the undersigned, threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule
401(g)(2) under the Act has been received by the Company; and all requests for additional information on the part of the Commission have been complied with; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated
therein, there has not been any material change in the capital stock (other than as a result of (A)&nbsp;the exercise or settlement (including any &#147;net&#148; or &#147;cashless&#148; 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 Company&#146;s equity plans that are described in the Registration Statement and the Prospectus, (B)&nbsp;the issuance of shares of
capital stock upon the exercise of warrants to purchase shares of the Company&#146;s capital stock that are described in the Registration Statement and the Prospectus, (C)&nbsp;the repurchase of shares of capital stock upon termination of the
holder&#146;s 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
Company&#146;s repurchase, or (D)&nbsp;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
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
regularly scheduled cash dividends in amounts that are consistent with past practice), or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties,
</P>
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management, financial position, stockholders&#146; equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)&nbsp;neither the Company nor any of its
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
taken as a whole; and (iii)&nbsp;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,
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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[Signature Page Follows] </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">C-2 </P>

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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
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<TD VALIGN="top">Name:</TD></TR>
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<TD VALIGN="top">Title:</TD></TR>
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<TD HEIGHT="16"></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD></TR>
</TABLE></DIV>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">C-3 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit C </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CFO Certificate </B></P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Dated [&#149;], 2023
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the &#147;<B>Company</B>&#148;), does hereby
certify, pursuant to those certain Distribution Agreements dated February&nbsp;28, 2023 (the &#147;<B>Distribution Agreements</B>&#148;) between the Company and each of J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities
Inc., and UBS Securities, LLC that: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">I have reviewed the data included as Exhibits A through [D<B>]</B> hereto, which was included in the
Registration Statement, the Prospectus, the Company&#146;s Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the fiscal year ended December&nbsp;31, <B>[Insert year covered by most recent Form <FONT STYLE="white-space:nowrap">10-K]</FONT>
</B>and in the Company&#146;s Quarterly Reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> for the quarters ended &#149; and &#149; <B>[Insert reference to any subsequent Form <FONT STYLE="white-space:nowrap">10-Qs</FONT> and any
applicable Form <FONT STYLE="white-space:nowrap">8-Ks]</FONT> </B>(collectively, the &#147;<B>Documents</B>&#148;). This will confirm that (a)&nbsp;the financial data that is circled or otherwise indicated on Exhibits A through [D<B>]</B> hereto
have been derived from the accounting and other records of the Company and its subsidiaries or [unaudited financial statements of &#149;<B>]</B> and <B>[</B>in each case<B>]</B> have been prepared, to the extent applicable, in compliance with the
requirements of Act and the Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved except as may be expressly stated in the related notes thereto, and that all such
data is accurate and fairly presented in all material respects and (b)&nbsp;the statistical or market-related data that is circled or otherwise indicated on Exhibits A through [D]<B> </B>hereto<B> </B>have been based on or derived from information
set forth in or provided by from sources that are reliable and accurate in all material respects and accurately reflects all such information.<B> </B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">Capitalized terms used herein and not defined have the respective meanings ascribed thereto in the Distribution Agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">IN WITNESS WHEREOF, I have hereunto set my hand as of the date first written above. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name: Kevin Hettrich</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title: Chief Financial Officer</TD></TR>
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<TYPE>EX-5.1
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 5.1 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Wilson Sonsini Goodrich&nbsp;&amp; Rosati <BR>Professional Corporation</P>
<P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">650 Page Mill Road <BR>Palo Alto, California 94304-1050</P>
<P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman"><SMALL>O</SMALL>: 650.493.9300 <BR><SMALL>F</SMALL>: 650.493.6811</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">February&nbsp;28, 2023 </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">QuantumScape Corporation </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1730 Technology Drive </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">San Jose, California 95110</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Re: Registration Statement <FONT
STYLE="white-space:nowrap">on&nbsp;Form&nbsp;S-3</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We have acted as counsel to Quantumscape Corporation, a Delaware corporation (the &#147;<B>Company</B>&#148;), in connection with the
registration of the offer and sale of up to $400,000,000 of shares (the &#147;<B>Shares</B>&#148;) of the Company&#146;s Class&nbsp;A common stock, $0.0001 par value per share, pursuant to the Company&#146;s registration statement on <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Form&nbsp;S-3&nbsp;(File&nbsp;No.&nbsp;333-266419),</FONT></FONT> filed on July&nbsp;29, 2022 and declared effective by the Securities and Exchange Commission (the
&#147;<B>Commission</B>&#148;) on August&nbsp;10, 2022 (the &#147;<B>Registration Statement</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The offering and sale of the
Shares are being made pursuant to separate Distribution Agreements (each a &#147;<B>Distribution Agreement</B>&#148; and together the &#147;<B>Distribution Agreements</B>&#148;) dated as of the date hereof by and between the Company and J.P. Morgan
Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities Inc. and UBS Securities LLC (each a &#147;<B>Sales Agent</B>&#148; and together the &#147;<B>Sales Agents</B>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We have examined copies of the Distribution Agreements, the Registration Statement, the base prospectus that forms a part thereof and the
prospectus supplement thereto related to the offering of the Shares, which prospectus supplement is dated as of the date hereof and will be filed by the Company in accordance with Rule 424(b) promulgated under the Securities Act of 1933. We have
also examined instruments, documents and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In such examination, we have assumed (i)&nbsp;the authenticity of original documents and the genuineness of all signatures, (ii)&nbsp;the
conformity to the originals of all documents submitted to us as copies, and (iii)&nbsp;the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have
reviewed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when
issued and delivered by the Company against payment therefor in accordance with the terms of the Distribution Agreements, will be validly issued, fully paid and nonassessable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We express no opinion as to the laws of any other jurisdiction other than the federal laws of the United States of America and the General
Corporation Law of the State of Delaware. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">We hereby consent to the use of this opinion as an exhibit to the Company&#146;s Current Report
on <FONT STYLE="white-space:nowrap">Form&nbsp;8-K&nbsp;filed</FONT> on or about the date hereof for incorporation by reference into the Registration Statement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">AUSTIN&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BEIJING&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BOSTON&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;BOULDER&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BRUSSELS&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;HONG KONG&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LONDON&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LOS
ANGELES&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NEW YORK&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PALO ALTO </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center">SALT LAKE
CITY&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SAN DIEGO&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SAN
FRANCISCO&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SEATTLE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SHANGHAI&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WASHINGTON, DC&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WILMINGTON, DE </P>
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 </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Quantumscape Corporation </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">February&nbsp;28, 2023 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Page 2 </P>
<p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Sincerely,</P></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">/s/ Wilson Sonsini Goodrich &amp; Rosati,</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Professional Corporation</P></TD></TR>
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<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">WILSON SONSINI GOODRICH&nbsp;&amp; ROSATI,</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Professional Corporation</P></TD></TR>
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    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityFileNumber" xlink:to="dei_EntityFileNumber_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityFileNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity File Number</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityFileNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity File Number</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityTaxIdentificationNumber" xlink:type="locator" xlink:label="dei_EntityTaxIdentificationNumber" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityTaxIdentificationNumber" xlink:to="dei_EntityTaxIdentificationNumber_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityTaxIdentificationNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Tax Identification Number</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityTaxIdentificationNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Tax Identification Number</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityAddressAddressLine1" xlink:type="locator" xlink:label="dei_EntityAddressAddressLine1" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressAddressLine1" xlink:to="dei_EntityAddressAddressLine1_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressAddressLine1_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Address, Address Line One</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressAddressLine1_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Address, Address Line One</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityAddressCityOrTown" xlink:type="locator" xlink:label="dei_EntityAddressCityOrTown" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressCityOrTown" xlink:to="dei_EntityAddressCityOrTown_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressCityOrTown_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Address, City or Town</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressCityOrTown_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Address, City or Town</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityAddressStateOrProvince" xlink:type="locator" xlink:label="dei_EntityAddressStateOrProvince" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressStateOrProvince" xlink:to="dei_EntityAddressStateOrProvince_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressStateOrProvince_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Address, State or Province</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressStateOrProvince_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Address, State or Province</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityAddressPostalZipCode" xlink:type="locator" xlink:label="dei_EntityAddressPostalZipCode" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityAddressPostalZipCode" xlink:to="dei_EntityAddressPostalZipCode_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressPostalZipCode_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Address, Postal Zip Code</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityAddressPostalZipCode_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Address, Postal Zip Code</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_CityAreaCode" xlink:type="locator" xlink:label="dei_CityAreaCode" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_CityAreaCode" xlink:to="dei_CityAreaCode_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_CityAreaCode_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">City Area Code</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_CityAreaCode_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">City Area Code</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_LocalPhoneNumber" xlink:type="locator" xlink:label="dei_LocalPhoneNumber" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_LocalPhoneNumber" xlink:to="dei_LocalPhoneNumber_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_LocalPhoneNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Local Phone Number</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_LocalPhoneNumber_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Local Phone Number</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_WrittenCommunications" xlink:type="locator" xlink:label="dei_WrittenCommunications" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_WrittenCommunications" xlink:to="dei_WrittenCommunications_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_WrittenCommunications_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Written Communications</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_WrittenCommunications_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Written Communications</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_SolicitingMaterial" xlink:type="locator" xlink:label="dei_SolicitingMaterial" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_SolicitingMaterial" xlink:to="dei_SolicitingMaterial_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_SolicitingMaterial_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Soliciting Material</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_SolicitingMaterial_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Soliciting Material</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_PreCommencementTenderOffer" xlink:type="locator" xlink:label="dei_PreCommencementTenderOffer" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_PreCommencementTenderOffer" xlink:to="dei_PreCommencementTenderOffer_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_PreCommencementTenderOffer_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Pre Commencement Tender Offer</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_PreCommencementTenderOffer_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Pre Commencement Tender Offer</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_PreCommencementIssuerTenderOffer" xlink:type="locator" xlink:label="dei_PreCommencementIssuerTenderOffer" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_PreCommencementIssuerTenderOffer" xlink:to="dei_PreCommencementIssuerTenderOffer_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_PreCommencementIssuerTenderOffer_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Pre Commencement Issuer Tender Offer</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_PreCommencementIssuerTenderOffer_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Pre Commencement Issuer Tender Offer</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_Security12bTitle" xlink:type="locator" xlink:label="dei_Security12bTitle" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_Security12bTitle" xlink:to="dei_Security12bTitle_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_Security12bTitle_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Security 12b Title</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_Security12bTitle_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Security 12b Title</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_TradingSymbol" xlink:type="locator" xlink:label="dei_TradingSymbol" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_TradingSymbol" xlink:to="dei_TradingSymbol_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_TradingSymbol_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Trading Symbol</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_TradingSymbol_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Trading Symbol</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_SecurityExchangeName" xlink:type="locator" xlink:label="dei_SecurityExchangeName" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_SecurityExchangeName" xlink:to="dei_SecurityExchangeName_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_SecurityExchangeName_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Security Exchange Name</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_SecurityExchangeName_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Security Exchange Name</link:label>
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityEmergingGrowthCompany" xlink:type="locator" xlink:label="dei_EntityEmergingGrowthCompany" />
    <link:labelArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/concept-label" xlink:from="dei_EntityEmergingGrowthCompany" xlink:to="dei_EntityEmergingGrowthCompany_lbl" />
    <link:label xml:lang="en-US" xlink:label="dei_EntityEmergingGrowthCompany_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/label">Entity Emerging Growth Company</link:label>
    <link:label xml:lang="en-US" xlink:label="dei_EntityEmergingGrowthCompany_lbl" xlink:type="resource" xlink:role="http://www.xbrl.org/2003/role/terseLabel">Entity Emerging Growth Company</link:label>
  </link:labelLink>
</link:linkbase>
</XBRL>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-101.PRE
<SEQUENCE>9
<FILENAME>qs-20230228_pre.xml
<DESCRIPTION>XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
<TEXT>
<XBRL>
<?xml version="1.0" encoding="us-ascii" standalone="yes"?>
<!-- DFIN - https://www.dfinsolutions.com/ -->
<!-- CTU Version: Release master Build:20221108.6 -->
<!-- Creation date: 3/1/2023 3:14:13 AM Eastern Time -->
<!-- Copyright (c) 2023 Donnelley Financial Solutions, Inc. All Rights Reserved. -->
<link:linkbase
    xmlns:link="http://www.xbrl.org/2003/linkbase"
    xmlns:xlink="http://www.w3.org/1999/xlink"
    xmlns:xsi="http://www.w3.org/2001/XMLSchema-instance"
    xmlns:xbrldt="http://xbrl.org/2005/xbrldt"
    xsi:schemaLocation="http://www.xbrl.org/2003/linkbase http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd">
  <link:roleRef roleURI="http://www.quantumscape.com//20230228/taxonomy/role/DocumentDocumentAndEntityInformation" xlink:href="qs-20230228.xsd#Role_DocumentDocumentAndEntityInformation" xlink:type="simple" />
  <link:presentationLink xlink:type="extended" xlink:role="http://www.quantumscape.com//20230228/taxonomy/role/DocumentDocumentAndEntityInformation">
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_CoverAbstract" xlink:type="locator" xlink:label="dei_CoverAbstract" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityRegistrantName" xlink:type="locator" xlink:label="dei_EntityRegistrantName" />
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    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_AmendmentFlag" xlink:type="locator" xlink:label="dei_AmendmentFlag" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_AmendmentFlag" order="23.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityCentralIndexKey" xlink:type="locator" xlink:label="dei_EntityCentralIndexKey" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_EntityCentralIndexKey" order="24.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_DocumentType" xlink:type="locator" xlink:label="dei_DocumentType" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_DocumentType" order="26.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_DocumentPeriodEndDate" xlink:type="locator" xlink:label="dei_DocumentPeriodEndDate" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_DocumentPeriodEndDate" order="27.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityIncorporationStateCountryCode" xlink:type="locator" xlink:label="dei_EntityIncorporationStateCountryCode" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_EntityIncorporationStateCountryCode" order="28.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityFileNumber" xlink:type="locator" xlink:label="dei_EntityFileNumber" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_EntityFileNumber" order="29.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityTaxIdentificationNumber" xlink:type="locator" xlink:label="dei_EntityTaxIdentificationNumber" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_EntityTaxIdentificationNumber" order="30.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityAddressAddressLine1" xlink:type="locator" xlink:label="dei_EntityAddressAddressLine1" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_EntityAddressAddressLine1" order="31.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityAddressCityOrTown" xlink:type="locator" xlink:label="dei_EntityAddressCityOrTown" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_EntityAddressCityOrTown" order="32.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityAddressStateOrProvince" xlink:type="locator" xlink:label="dei_EntityAddressStateOrProvince" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_EntityAddressStateOrProvince" order="33.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_EntityAddressPostalZipCode" xlink:type="locator" xlink:label="dei_EntityAddressPostalZipCode" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_EntityAddressPostalZipCode" order="34.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_CityAreaCode" xlink:type="locator" xlink:label="dei_CityAreaCode" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_CityAreaCode" order="35.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_LocalPhoneNumber" xlink:type="locator" xlink:label="dei_LocalPhoneNumber" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_LocalPhoneNumber" order="36.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_WrittenCommunications" xlink:type="locator" xlink:label="dei_WrittenCommunications" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_WrittenCommunications" order="37.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_SolicitingMaterial" xlink:type="locator" xlink:label="dei_SolicitingMaterial" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_SolicitingMaterial" order="38.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_PreCommencementTenderOffer" xlink:type="locator" xlink:label="dei_PreCommencementTenderOffer" />
    <link:presentationArc xlink:type="arc" xlink:arcrole="http://www.xbrl.org/2003/arcrole/parent-child" xlink:from="dei_CoverAbstract" xlink:to="dei_PreCommencementTenderOffer" order="39.001" priority="2" use="optional" preferredLabel="http://www.xbrl.org/2003/role/terseLabel" />
    <link:loc xlink:href="https://xbrl.sec.gov/dei/2022/dei-2022.xsd#dei_PreCommencementIssuerTenderOffer" xlink:type="locator" xlink:label="dei_PreCommencementIssuerTenderOffer" />
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<span style="display: none;">v3.22.4</span><table class="report" border="0" cellspacing="2" id="idm140667156596688">
<tr>
<th class="tl" colspan="1" rowspan="1"><div style="width: 200px;"><strong>Document and Entity Information<br></strong></div></th>
<th class="th"><div>Feb. 28, 2023</div></th>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_CoverAbstract', window );"><strong>Cover [Abstract]</strong></a></td>
<td class="text">&#160;<span></span>
</td>
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<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityRegistrantName', window );">Entity Registrant Name</a></td>
<td class="text">QuantumScape Corp<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_AmendmentFlag', window );">Amendment Flag</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityCentralIndexKey', window );">Entity Central Index Key</a></td>
<td class="text">0001811414<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_DocumentType', window );">Document Type</a></td>
<td class="text">8-K<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_DocumentPeriodEndDate', window );">Document Period End Date</a></td>
<td class="text">Feb. 28,  2023<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityIncorporationStateCountryCode', window );">Entity Incorporation State Country Code</a></td>
<td class="text">DE<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityFileNumber', window );">Entity File Number</a></td>
<td class="text">001-39345<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityTaxIdentificationNumber', window );">Entity Tax Identification Number</a></td>
<td class="text">85-0796578<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressAddressLine1', window );">Entity Address, Address Line One</a></td>
<td class="text">1730 Technology Drive<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressCityOrTown', window );">Entity Address, City or Town</a></td>
<td class="text">San Jose<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressStateOrProvince', window );">Entity Address, State or Province</a></td>
<td class="text">CA<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityAddressPostalZipCode', window );">Entity Address, Postal Zip Code</a></td>
<td class="text">95110<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_CityAreaCode', window );">City Area Code</a></td>
<td class="text">(408)<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_LocalPhoneNumber', window );">Local Phone Number</a></td>
<td class="text">452-2000<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_WrittenCommunications', window );">Written Communications</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_SolicitingMaterial', window );">Soliciting Material</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_PreCommencementTenderOffer', window );">Pre Commencement Tender Offer</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_PreCommencementIssuerTenderOffer', window );">Pre Commencement Issuer Tender Offer</a></td>
<td class="text">false<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_Security12bTitle', window );">Security 12b Title</a></td>
<td class="text">Class&#160;A common stock, par value $0.0001 per share<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_TradingSymbol', window );">Trading Symbol</a></td>
<td class="text">QS<span></span>
</td>
</tr>
<tr class="ro">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_SecurityExchangeName', window );">Security Exchange Name</a></td>
<td class="text">NYSE<span></span>
</td>
</tr>
<tr class="re">
<td class="pl" style="border-bottom: 0px;" valign="top"><a class="a" href="javascript:void(0);" onclick="Show.showAR( this, 'defref_dei_EntityEmergingGrowthCompany', window );">Entity Emerging Growth Company</a></td>
<td class="text">false<span></span>
</td>
</tr>
</table>
<div style="display: none;">
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_AmendmentFlag">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_AmendmentFlag</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_CityAreaCode">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Area code of city</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_CityAreaCode</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_CoverAbstract">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Cover page.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_CoverAbstract</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:stringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_DocumentPeriodEndDate">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period.  The format of the date is YYYY-MM-DD.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_DocumentPeriodEndDate</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:dateItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_DocumentType">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_DocumentType</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:submissionTypeItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressAddressLine1">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Address Line 1 such as Attn, Building Name, Street Name</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressAddressLine1</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressCityOrTown">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Name of the City or Town</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressCityOrTown</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressPostalZipCode">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Code for the postal or zip code</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressPostalZipCode</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityAddressStateOrProvince">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Name of the state or province.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityAddressStateOrProvince</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:stateOrProvinceItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityCentralIndexKey">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityCentralIndexKey</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:centralIndexKeyItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityEmergingGrowthCompany">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Indicate if registrant meets the emerging growth company criteria.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityEmergingGrowthCompany</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:booleanItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityFileNumber">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityFileNumber</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:fileNumberItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityIncorporationStateCountryCode">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Two-character EDGAR code representing the state or country of incorporation.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityIncorporationStateCountryCode</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:edgarStateCountryItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityRegistrantName">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityRegistrantName</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>xbrli:normalizedStringItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
<td>duration</td>
</tr>
</table></div>
</div></td></tr>
</table>
<table border="0" cellpadding="0" cellspacing="0" class="authRefData" style="display: none;" id="defref_dei_EntityTaxIdentificationNumber">
<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
<tr><td><div class="body" style="padding: 2px;">
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b-2<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_EntityTaxIdentificationNumber</td>
</tr>
<tr>
<td style="padding-right: 4px;white-space:nowrap;"><strong> Namespace Prefix:</strong></td>
<td>dei_</td>
</tr>
<tr>
<td><strong> Data Type:</strong></td>
<td>dei:employerIdItemType</td>
</tr>
<tr>
<td><strong> Balance Type:</strong></td>
<td>na</td>
</tr>
<tr>
<td><strong> Period Type:</strong></td>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Local phone number for entity.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 13e<br> -Subsection 4c<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_PreCommencementIssuerTenderOffer</td>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 14d<br> -Subsection 2b<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
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<td style="white-space:nowrap;">dei_PreCommencementTenderOffer</td>
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<tr><td class="hide"><a style="color: white;" href="javascript:void(0);" onclick="Show.hideAR();">X</a></td></tr>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Title of a 12(b) registered security.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection b<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
<tr>
<td><strong> Name:</strong></td>
<td style="white-space:nowrap;">dei_Security12bTitle</td>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Name of the Exchange on which a security is registered.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Number 240<br> -Section 12<br> -Subsection d1-1<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Exchange Act<br> -Section 14a<br> -Number 240<br> -Subsection 12<br></p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ Details</a><div style="display: none;"><table border="0" cellpadding="0" cellspacing="0">
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<td style="white-space:nowrap;">dei_SolicitingMaterial</td>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Trading symbol of an instrument as listed on an exchange.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>No definition available.</p></div>
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<a href="javascript:void(0);" onclick="Show.toggleNext( this );">- Definition</a><div><p>Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.</p></div>
<a href="javascript:void(0);" onclick="Show.toggleNext( this );">+ References</a><div style="display: none;"><p>Reference 1: http://www.xbrl.org/2003/role/presentationRef<br> -Publisher SEC<br> -Name Securities Act<br> -Number 230<br> -Section 425<br></p></div>
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end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
