AMENDMENT NO. 1 TO WARRANT AGREEMENT
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
This Amendment No. 1 to the Warrant Agreement (the Amendment) is entered into as of February 13, 2021, by and between QuantumScape Corporation, a Delaware corporation (the Company), f/k/a Kensington Capital Acquisition Corp. (Kensington), and Continental Stock Transfer & Trust Company (the Warrant Agent, also referred to herein as the Transfer Agent).
WHEREAS, Kensington and the Transfer Agent are parties to that certain Warrant Agreement dated as of June 25, 2020 (the Agreement);
WHEREAS, the Company and the Transfer Agent desire to amend the Agreement in order to move forward the earliest exercise date of the Public Warrants (as defined in the Agreement) to March 5, 2021;
WHEREAS, the Company and the Transfer Agent desire to amend the Agreement to clarify that the earliest date of redemption as currently contemplated by the Agreement will not change and that moving forward the exercise date of the Public Warrants will in no way move forward the earliest date of redemption of the Public Warrants, the Private Warrants (as defined in the Agreement) or the Working Capital Warrants (as defined in the Agreement); and
WHEREAS, Section 9.8 of the Agreement provides that the Agreement may be amended by the Company and the Transfer Agent for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the Agreement as such parties may deem necessary or desirable and that such parties deem shall not adversely affect the interest of the Registered Holders (as defined in the Agreement).
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. The first sentence of Section 3.2 of the Agreement is hereby amended and restated in its entirety to read as follows:
Duration of Warrants. A Warrant may be exercised only during the period (the Exercise Period) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, except in the case of a Public Warrant, which may be exercised as early as March 5, 2021 and, in the case of each Warrant, terminating at 5:00 p.m., New York City time on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants and Working Capital