SUBSCRIPTION AGREEMENTSubscription Agreement • September 3rd, 2020 • Kensington Capital Acquisition Corp. • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Kensington Capital Acquisition Corp., a Delaware corporation (the “Company”), and QuantumScape Corporation, a Delaware corporation (“QuantumScape”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s Class A common stock, par value $0.0001 per share ( “Class A Common Stock”), set forth on the signature page hereto for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the undersigned being referred to herein as the “Purchase Price”), on the terms and subject to the conditions contained herein. In connection with the Transaction, certain other “accredited investors” (as defined in rule 501 under the Securities Act of 1933, as amended (the “Securities Act”)) have entered into separate subscription agreements with th
September 2, 2020Kensington Capital Acquisition Corp. • September 3rd, 2020 • Blank checks
Reference is made to (a) that certain Business Combination Agreement (the “BCA”) among Kensington Capital Acquisition Corp. (“Kensington”), Kensington Merger Sub Corp., and QuantumScape Corporation (the “Company”), which is being entered into concurrently with this letter agreement, (b) that certain Stockholder Support Agreement (the “Support Agreement”) among Kensington, Volkswagen Group of America Investments, LLC (“VWGoAI”) and certain other stockholders of the Company, which is being entered into concurrently with this letter agreement, and (c) that certain Amended and Restated Voting Agreement, dated of September 11, 2018 (as the same may be amended from time to time, the “Voting Agreement”), by and among the Company, VWGoAI, and the other persons and entities listed on the signature pages thereto. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Voting Agreement unless the context otherwise clearly requires, other than capitalized term
September 2, 2020Kensington Capital Acquisition Corp. • September 3rd, 2020 • Blank checks
Reference is made to (a) that certain Business Combination Agreement (the “BCA”) among Kensington Capital Acquisition Corp. (“Kensington”), Kensington Merger Sub Corp. ("Merger Sub"), and QuantumScape Corporation (the “Company”), and (b) that certain Stockholder Support Agreement (the “Support Agreement”) among Kensington, Volkswagen Group of America Investments, LLC (“VWGoAI”) and certain other stockholders of the Company, each of which is being entered into concurrently with this letter agreement. Capitalized terms used but not defined herein shall have the meanings assigned to them in the BCA or, if not defined herein or in the BCA, the meanings assigned to them in the Support Agreement.
KENSINGTON CAPITAL ACQUISITION CORP.Kensington Capital Acquisition Corp. • September 3rd, 2020 • Blank checks • New York
This letter agreement by and between Kensington Capital Acquisition Corp. (the “Company”) and DEHC LLC (the “Provider”), will confirm our agreement that:
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • September 3rd, 2020 • Kensington Capital Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement dated as of September 2, 2020 (this “Agreement”) is among Kensington Capital Acquisition Corp., a Delaware corporation (“Kensington”), and certain of the stockholders of QuantumScape Corporation, a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the Business Combination Agreement, dated as of September 2, 2020 (the “BCA”), among Kensington, Kensington Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Kensington (“Merger Sub”), and the Company.
