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.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.Letter Agreement • September 3rd, 2020 • Kensington Capital Acquisition Corp. • Blank checks • Delaware
The undersigned signatory (the “Employee”) of this lock-up agreement (this “Letter Agreement”) understands that Kensington Capital Acquisition Corporation, a Delaware corporation (“KCAC”), is entering into the Business Combination Agreement (as the same may be amended from time to time, the “BCA”), dated as of the date hereof, with Kensington Merger Sub Corporation, a Delaware corporation and a wholly-owned subsidiary of KCAC (“Merger Sub”), and QuantumScape Corporation, a Delaware corporation (the “Company”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”) and as a wholly-owned subsidiary of KCAC, upon the terms and subject to the conditions set forth in the BCA and in accordance with applicable law (the “Effective Time”).
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 Simon Boag (the “Provider”), will confirm our agreement that:
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • September 3rd, 2020 • Kensington Capital Acquisition Corp. • Blank checks • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) dated as of September 2, 2020 is among Kensington Capital Acquisition Corp., a Delaware corporation (the “Company”) and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of the date hereof (the “Business Combination Agreement”), among the Company, Kensington Capital Merger Sub Corp., a Delaware corporation (“Merger Sub”), and QuantumScape Corporation, a Delaware corporation (“QuantumScape”).
BUSINESS COMBINATION AGREEMENT among Kensington Capital Acquisition Corp. Kensington Capital Merger Sub Corp. and QuantumScape Corporation Dated as of September 2, 2020Business Combination Agreement • September 3rd, 2020 • Kensington Capital Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement dated as of September 2, 2020 (this “Agreement”) is among Kensington Capital Acquisition Corp., a Delaware corporation (“Kensington”), Kensington Capital Merger Sub Corp., a Delaware corporation (“Merger Sub”) and QuantumScape Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.01.
