CET ACCORD WARRANT (this “agreement” of June 25, 2020 is formed by and between Kensington Capital Acquisition Corp., a Delaware Corporation company (the “company”), and Continental Stock Transfer – Trust Company, a New York company, as an optional agent (the “Warrant Agent,” also known as “Transfer Agent”). 8.4.3 Exclusions. The security agent assumes no responsibility as to the validity of this Contract or the validity or execution of a Warrant (except its counter-signature). The Warrant agent is not liable for a violation by the company of an agreement or condition included in this contract or in a guaranteed part. The security officer is not required to make the necessary adjustments in accordance with Section 4 of the section, nor to be responsible for the manner, method or amount of such a correction or the existence of facts that would require such a correction; Similarly, it is not considered that, in the context of a legal act under this Act, it provides assurance or guarantee as to the authorization or reserve of common shares to be issued under this agreement or guarantee, or if the shares of common shares, when issued, are valid and fully paid and not valid. CONSIDERING that, on June 25, 2020, The Company entered into a specific Warrants private placement sale agreement with Kensington Capital Sponsor LLC, a limited liability company in Delaware (the “sponsor”) in under which the sponsor buys 5,975,000 warrants (or up to 6,575,000 negotiable warrants) if the award option (as defined below) is exercised entirely in relation to the offer (as defined below) at the same time as the conclusion of the offer with the caption set out in the appendix B (the “Private Placement Warrants”) at a purchase price of $1.00 per private placement guarantee; and 3.3.5 Percentagemaximaler. The holder of a warrant may notify the company in writing if it chooses to comply with the provisions of this subsection 3.3.5; However, no warrant holder is subject to this section 3.3.5 unless he decides otherwise. If the choice is made by an incumbent, the Warrant agent does not have the right to exercise the warrant of the holder and that holder does not have the right to exercise that guarantee, to the extent that this person (with the person`s related businesses) has, according to the actual knowledge of the Warrant Agents, more than 4.8% or 9.8% (or any other amount that a holder may declare) (the “maximum percentage”) of the share of common shares that are pending immediately after the effect of this exercise. For the purposes of the above sentence, the total number of common shares held by that person and his related entities includes the number of common shares which, in the exercise of the option for which the rate setting is applied, is exceptional, but excludes common shares which, in the event of the exercise of the other shares, are not exercised by the part of the warrant held by that person and his related companies. , and (y) the exercise or conversion of the unreserved or unreverted portion of other securities of the company held by that person and its related entities (including, without restriction, convertible bonds or convertible preferred securities or warrants), subject to a limitation of the conversion or exercise of the restriction. Unless provided in the above sentence, the effective beneficiary is calculated for the purposes of this paragraph, in accordance with Section 13 (d) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). For the purposes of the warrant, the holder may rely on the number of common shares in progress to determine the number of common shares outstanding, as contained in the Company`s latest annual report on Form 10-K, the quarterly report on Form 10-Q, the current report on Form 8-K or any other public notification to the Commission. ( 2) a recent public communication by the company or (3) any other communication of the company or transfer agent, which specifies the number of common shares in progress.
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