INDEMNITY AGREEMENTIndemnification Agreement • June 30th, 2020 • Kensington Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 25, 2020, by and between Kensington Capital Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
QuantumScape Corporation (a Delaware corporation) 37,500,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2023 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies • New York
KENSINGTON CAPITAL ACQUISITION CORP. Westbury, NY 11590Securities Subscription Agreement • June 9th, 2020 • Kensington Capital Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is entered into as of April 17, 2020 between Kensington Capital Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Kensington Capital Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”) and confirms the Company’s acceptance of the offer the Subscriber has made to purchase 5,031,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 656,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • June 19th, 2020 • Kensington Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June [●], 2020, by and between Kensington Capital Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
QUANTUMSCAPE CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • December 2nd, 2020 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between QuantumScape Corporation, a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 30th, 2020 • Kensington Capital Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Kensington Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of June 25, 2020 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
QuantumScape Corporation Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • March 22nd, 2021 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies • New York
QuantumScape Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.0001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 30th, 2020 • Kensington Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 25, 2020, is by and between Kensington Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
DISTRIBUTION AGREEMENTDistribution Agreement • February 28th, 2023 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies • New York
Kevin Hettrich, Chief Financial Officer of QuantumScape Corporation, a Delaware corporation (the “Company”), does hereby certify, pursuant to those certain Distribution Agreements dated February 28, 2023 (the “Distribution Agreements”) between the Company and each of J.P. Morgan Securities LLC, Cowen and Company, LLC, Deutsche Bank Securities Inc., and UBS Securities, LLC that:
KENSINGTON CAPITAL ACQUISITION CORP. 20,000,000 Units Underwriting AgreementUnderwriting Agreement • June 30th, 2020 • Kensington Capital Acquisition Corp. • Blank checks • New York
Kensington Capital Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
QUANTUMSCAPE CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • December 2nd, 2020 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies • California
Unless otherwise defined herein, the terms defined in the QuantumScape Corporation 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement which includes the Notice of Stock Option Grant, the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, and all appendices and exhibits attached thereto (all together, the “Option Agreement”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 30th, 2020 • Kensington Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of June 25, 2020, is entered into by and between Kensington Capital Acquisition Corp., a Delaware corporation (the “Company”), and Kensington Capital Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2020 • Kensington Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2020, is made and entered into by and between Kensington Capital Acquisition Corp., a Delaware corporation (the “Company”) and Kensington Capital Sponsor LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Kensington Capital Acquisition Corp. 1400 Old Country Road Suite 301 Westbury NY 11590 Re:Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 19th, 2020 • Kensington Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Kensington Capital Acquisition Corp., a Delaware corporation (the “Company”), UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,125,000 of the Company’s units (including up to 2,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in th
December 7, 2020Board Designees and Committee Representation Agreement • December 17th, 2020 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies
This letter agreement amends and supersedes that certain letter agreement dated September 2, 2020, regarding board designees, by and among the Company, the Subsidiary and VWGoAI. In consideration of the mutual promises and covenants set forth herein and in the Support Agreement, the Company, the Subsidiary and VWGoAI (collectively, the “Parties”) hereby agree as follows:
QUANTUMSCAPE CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • December 2nd, 2020 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies • California
Unless otherwise defined herein, the terms defined in the QuantumScape Corporation 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant, the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all exhibits attached thereto (all together, the “RSU Agreement”).
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • March 15th, 2021 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies • California
This Change in Control and Severance Agreement (the “Agreement”) is made between QuantumScape Corporation, a Delaware corporation (the “Company”), QuantumScape Battery, Inc. (the “Employer”), and [ ] (the “Executive”), effective on the date of the Company’s signature below (the “Effective Date”).
AMENDMENT NO. 1 TO SERIES F PREFERRED STOCK PURCHASE AGREEMENTSeries F Preferred Stock Purchase Agreement • September 21st, 2020 • Kensington Capital Acquisition Corp. • Blank checks • California
This Amendment No. 1 (this “Amendment”) to the Series F Preferred Stock Purchase Agreement dated May 14, 2020 (the “Agreement”) is made as of September 3, 2020 (the “Amendment Date”), by and among Kensington Capital Acquisition Corp., a Delaware corporation (“KCAC”), QuantumScape Corporation., a Delaware corporation (the “Company”), and Volkswagen Group of America Investments, LLC, a Delaware limited liability company (“VWGoAI”). Capitalized terms used but not defined herein shall have the meanings ascribed them in the Agreement.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 21st, 2020 • Kensington Capital Acquisition Corp. • Blank checks
This Amendment No. 1 to Business Combination Agreement dated as of September 21, 2020 (this “Amendment”) is among Kensington Capital Acquisition Corp., a Delaware corporation (“Kensington”), Kensington Capital Merger Sub Corp., a Delaware corporation and a wholly owned Subsidiary of Kensington (“Merger Sub”), and QuantumScape Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Business Combination Agreement dated as of September 2, 2020 (the “Business Combination Agreement”) among Kensington, Merger Sub and the Company.
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.
Volkswagen Group of America, Inc. Volkswagen Group of America Investments, LLC December 17, 2021Joint Venture Agreement • December 17th, 2021 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies
This letter confirms the agreement amongst the Parties of the following, notwithstanding anything in the JV Agreement to the contrary:
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.Employee Lock-Up 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”).
FIRST AMENDMENT TO AMENDED AND RESTATED JOINT VENTURE AGREEMENTJoint Venture Agreement • September 21st, 2020 • Kensington Capital Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO THE AMENDED AND RESTATED JOINT VENTURE AGREEMENT (this “Amendment”) is entered into as of September 21, 2020 (the “Effective Date”) by and between Volkswagen Group of America, Inc., a New Jersey corporation (“VWGoA”), Volkswagen Group of America Investments, LLC, a Delaware limited liability company (“VW Member”), QuantumScape Corporation, a Delaware corporation (“QS”), and QSV Operations LLC, a Delaware limited liability company (the “JV Entity”). Each of VWGoA, VW Member, QS and the JV Entity may be individually referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used herein without definition have the meanings set forth in the JVA (as defined below).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QSV OPERATIONS LLCLimited Liability Company Agreement • September 21st, 2020 • Kensington Capital Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into to be effective as of May 14, 2020 (the “Effective Date”) by and between the parties listed on the signature pages hereto and all other Members (if any). Capitalized terms used herein without definition have the meanings set forth in ARTICLE I of this Agreement.
AMENDED AND RESTATED JOINT VENTURE AGREEMENTJoint Venture Agreement • September 21st, 2020 • Kensington Capital Acquisition Corp. • Blank checks • California
This AMENDED AND RESTATED JOINT VENTURE AGREEMENT (this “Agreement”) is entered into as of May 14, 2020 (the “Effective Date”) by and between Volkswagen Group of America, Inc., a New Jersey corporation (“VWGoA”), Volkswagen Group of America Investments, LLC, a Delaware limited liability company, VWGoA’s Affiliate and designated member in the JV Entity (“VW Member”), QuantumScape Corporation, a Delaware corporation (“QS”), and QSV Operations LLC, a Delaware limited liability company (the “JV Entity”). Each of VWGoA, VW Member, QS and the JV Entity may be individually referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
September 2, 2020Board Designees Agreement • September 3rd, 2020 • Kensington Capital Acquisition Corp. • 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
SECOND AMENDMENT TO LEASE (1730 Technology Drive, San Jose, CA)Lease • June 28th, 2021 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies • California
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) dated as of June 22, 2021 (“Effective Date”), is between SI 55, LLC, a California limited liability company (“Landlord”) and QUANTUMSCAPE BATTERY, INC., a Delaware corporation (“Tenant”), formerly known as QuantumScape Corporation, a Delaware corporation.
September 2, 2020Side Letter Agreement • September 3rd, 2020 • Kensington Capital Acquisition Corp. • 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. 1400 Old Country Road, Suite 301 Westbury, New York 11590 May 6, 2020Services Agreement • June 30th, 2020 • Kensington Capital Acquisition Corp. • Blank checks • New York
This letter agreement by and between Kensington Capital Acquisition Corp. (the “Company”) and DEHC LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), and continuing until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) the 18-month anniversary of the Listing Date (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”):
COLLABORATION AGREEMENTCollaboration Agreement • July 11th, 2024 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies • Delaware
This COLLABORATION AGREEMENT (the “Agreement”) is made and entered into as of July 5, 2024 (the “Effective Date”) by and between QuantumScape Battery, Inc., a Delaware corporation having its principal place of business at 1730 Technology Drive, San Jose CA 95110 (“QS”), and PowerCo SE, a societas europaea having its principal place of business at Industriestrasse Nord 38239, Salzgitter, Germany (“PowerCo”) (QS and PowerCo also each a “Party” and together the “Parties”).
Kensington Capital Acquisition Corp. 1400 Old Country Road Suite 301 Westbury NY 11590 Re:Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 30th, 2020 • Kensington Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Kensington Capital Acquisition Corp., a Delaware corporation (the “Company”), UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in th
JOINT VENTURE TERMINATION AND RELEASE AGREEMENTJoint Venture Termination and Release Agreement • July 11th, 2024 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies
This Joint Venture Termination and Release Agreement (this “JV Termination Agreement”), dated as of July 5, 2024, is entered into by and among VOLKSWAGEN GROUP OF AMERICA, INC, a New Jersey corporation, (“VWGoA”), VOLKSWAGEN GROUP OF AMERICA INVESTMENTS, LLC, a Delaware limited liability company (“VW Member”), QUANTUMSCAPE CORPORATION (F/K/A KENSINGTON CAPITAL ACQUISITION CORP.), a Delaware corporation (“QS Corp”) QUANTUMSCAPE BATTERY, INC. (F/K/A QUANTUMSCAPE CORPORATION), a Delaware corporation (“QS”) and QSV OPERATIONS LLC, a Delaware limited liability company (the “JV Entity”). Each of VWGoA, VW Member, QS, and the JV Entity are sometimes referred to herein individually as a “Party” and, together, as the “Parties.”
GUARANTY OF LEASEGuaranty of Lease • June 28th, 2021 • QuantumScape Corp • Miscellaneous electrical machinery, equipment & supplies
THIS GUARANTY OF LEASE (this “Guaranty”) is made as of June 22, 2021, by QUANTUMSCAPE CORPORATION, a Delaware corporation (“Guarantor”), having an address at 1730 Technology Drive, San Jose, California 95110, to SI 55 LLC,a California limited liability company (“Landlord”).
KENSINGTON CAPITAL ACQUISITION CORP.Services Agreement • September 3rd, 2020 • Kensington Capital Acquisition Corp. • 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:
