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.
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.
QUANTUMSCAPE CORPORATION SERIES F PREFERRED STOCK PURCHASE AGREEMENT May 14, 2020Series F Preferred Stock Purchase Agreement • September 21st, 2020 • Kensington Capital Acquisition Corp. • Blank checks • California
This Series F Preferred Stock Purchase Agreement (this “Agreement”) is dated as of May 14, 2020, and is by and between QuantumScape Corporation, a Delaware corporation (the “Company”), and Volkswagen Group of America Investments, LLC, 220 Ferdinand Porsche Dr., Herndon, VA 20171, a Delaware limited liability company (the “Investor”).
AMENDMENT TO LEASE (1730 Technology Drive, San Jose, CA)Lease • September 21st, 2020 • Kensington Capital Acquisition Corp. • Blank checks
THIS AMENDMENT TO LEASE (this “Amendment”) is dated for reference purposes as of May 19, 2014, by and between SI 55, LLC, a California limited liability company (“Landlord”) and QuantumScape Corporation, a Delaware corporation (“Tenant”). Landlord and Tenant may each be referred to in this Amendment individually as a “Party”, and collectively as the “Parties.”
