EX-10.21





 Exhibit 10.21 

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. 
 EXECUTION COPY 

AMENDED AND RESTATED 

JOINT VENTURE AGREEMENT 

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. 
 WHEREAS, on September 11, 2018, the Parties entered into a joint
venture agreement with respect to the cooperation outlined above (the “Initial JVA”). In the context of a QS Series F financing round, it is intended to amend and/or restate certain of the Transaction Agreements, including the
Initial JVA, as set forth herein; 
 WHEREAS, the Parties desire to partner together on a pilot production line to enable VWGoA and
its Affiliates to be the first to market with a solid-state battery-equipped vehicle based on QS technology and to provide VWGoA and its Affiliates with the opportunity to be the first to build a gigafactory scale mass industrialisation; 

WHEREAS, the Parties further desire to combine all competences and resources necessary to industrialize QS solid state battery
technology and to master and speed up all steps taking it from A-sample level to gigafactory size mass production of the product; 

WHEREAS, VWGoA seeks first and fast market penetration of battery electric vehicles with leading solid-state battery technology
delivering high level energy density, fast charging capability, inherent safety and market leading cost level; 
 WHEREAS, QS seeks
market entry for its solid-state battery technology, to develop mass market maturity on automotive quality level and production processes, and to strengthen its relationship with VWGoA and its Affiliates; 

WHEREAS, QS further seeks to commercialize its unique automotive solid-state battery technology as rapidly as possible; 

WHEREAS, it is the intention of the Parties to complete the [***] and proceed with the Phase 2 Commitment; [***]; 












 WHEREAS, the Parties desire to establish a joint venture to pursue the objectives
referenced above and, in connection therewith, desire to enter into this Agreement to define their respective roles and responsibilities regarding such joint venture; and 

WHEREAS, the parties have agreed that it is desirable to have certain employees of VWGoA or QS, respectively, provide services to the
JV Entity pursuant to a secondment arrangement within the United States so that such workforce can provide the required services to the JV Entity, in accordance with the terms set forth in this Agreement. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 
 1.
Defined Terms. The following capitalized terms shall have the meanings specified in this Section 1: 
  

	 	a.	 “[***] Cell” means [***]. 



 

	 	b.	 “[***] Validation” means that [***]. 



 

	 	c.	 “Additional Facility Preferred Output Right” has the meaning set forth in
Section 3.5.2.2. 


  

	 	d.	 “Affiliate” means, with respect to any Person, any other party now or in the future directly
or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, “control” when used with respect to an Entity means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Entity, whether through the ownership of at least fifty percent (50%) of voting securities, by contract or otherwise (and, for the avoidance of doubt, direct or indirect ownership of
fifty percent (50%) of the voting securities of an Entity shall constitute control of such Entity). An Entity will cease to be an Affiliate effective upon the date such control relationship no longer exists. 



 

	 	e.	 “Agreement” has the meaning set forth in the introductory paragraph hereto.



  

	 	f.	 “Asset Purchase Date” has the meaning set forth in Section 3.7.1.



  

	 	g.	 “Automotive Battery Cell(s)” means [***]. 



 

	 	h.	 “Automotive OEM” means [***]. 



 

	 	i.	 “Automotive Vehicle(s)” means automotive vehicles, including passenger vehicles, trucks,
commercial vehicles, and motorcycles, or for use in any other vehicles of a type manufactured by VWGoA or any of its Affiliates now or in the future anywhere in the world. 



 

	 	j.	 “[***] Cell” means [***]; provided, however, that [***]. 



 

	 	k.	 “[***] Validation” means [***]. 



  
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	 	l.	 “Background Technology” means IP that is owned or controlled by a Party or its Affiliate prior
to or outside of the work performed, or to be performed by the Party under this Agreement or the Transaction Agreements and that is: [***]. 


  

	 	m.	 “Background Technology Improvements” means any Improvements that derive from or pertain to
[***]. 


  

	 	n.	 “Battery Cell” means a battery cell consisting of, [***]. 



 

	 	o.	 “Battery Cell IP” means [***]. 



[***]. 
  

	 	p.	 “[***] Specifications” has the meaning, and shall be determined in accordance with the
provisions, set forth in Exhibit 1. 


  

	 	q.	 “Battery Module” means [***]. 



 

	 	r.	 “[***] IP” means all IP related to [***]. 



 

	 	s.	 “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are
required or authorized by law to be closed in San Jose, California or Wolfsburg, Germany. 


  

	 	t.	 “Business Plan” has the meaning set forth in the LLC Agreement. 



 

	 	u.	 “[***] Cell” means [***]; provided, however, that [***]. 



 

	 	v.	 “[***] Validation” means [***]. 



 

	 	w.	 “Change of Control” has the meaning set forth in the LLC Agreement. 



 

	 	x.	 “Change of Control Notice” has the meaning set forth in
Section 9.1(b). 


  

	 	y.	 “Chief Compliance Officer” has the meaning set forth in Section 8.6.



  

	 	z.	 “CMS” has the meaning set forth in Section 8.5.



  

	 	aa.	 “[***] IP” means all [***]. 



 

	 	bb.	 “Common IP License Agreements” means the intellectual property license agreements pursuant to
which [***]. 


  

	 	cc.	 “Compliance Laws” has the meaning set forth in Section 8.1.



  

	 	dd.	 “Confidential Information” has the meaning set forth in Section 7.1
and includes unpublished Battery Cell IP. 


  

	 	ee.	 “Cost Verification Expert” has the meaning set forth in
Section 3.2(b). 


  

	 	ff.	 “Decline Notice” has the meaning set forth in Section 3.5.2.3.



  

	 	gg.	 “Disclosing Party” has the meaning set forth in Section 7.1.



  

	 	hh.	 “Effective Date” has the meaning set forth in the introductory paragraph hereto. 



  

	 	ii.	 “Engineering Line” means the engineering line operated by QS in San Jose, California.




  
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	 	jj.	 “Entity” means any general partnership, limited partnership, corporation, limited liability
company, joint venture, trust, business trust, cooperative, association or other form of organization. 


  

	 	kk.	 “Factory-in-Factory
Approach” has the meaning set forth in Section 3.2(b). 


  

	 	ll.	 “German JV Entity” has the meaning set forth in Section 3.1.4.1. 



 

	 	mm.	 “Home Company” means the Entity an employee is primarily contracted with, irrespective if this
employee is assigned or seconded to another Entity, whether to the JV Entity or VW Member or QS or any Affiliate of any of the aforementioned, as the case may be. 



 

	 	nn.	 “Improvement” means any significant innovation, modification or improvement to IP.



  

	 	oo.	 “Initial Capital Contributions” has the meaning set forth in the LLC Agreement.



  

	 	pp.	 “Initial JVA” has the meaning set forth in the Preamble of this Agreement.



  

	 	qq.	 “IP” means all intellectual property rights anywhere in the world that are owned, licensed or
licensable (or which become owned or licensable during the Term) including, without limitation, patents, utility models, patent or utility model applications, and all other patent rights, copyrights, trade secrets, and all other intellectual
property rights (including any available rights pursuant to provisional patent applications), but excluding trademarks and trade names. 


  

	 	rr.	 “JV Entity” has the meaning set forth in the introductory paragraph hereto.



  

	 	ss.	 “[***] Technology” has the meaning set forth in the Phase 1 License Agreement.



  

	 	tt.	 “LLC Agreement” means the Limited Liability Company Agreement of the JV Entity by and between
VW Member and QS Member, in substantially the form attached hereto as Exhibit 3. 


  

	 	uu.	 “Manufacturing Facility” means an Automotive Battery Cell manufacturing facility established
anywhere in the world designed to produce a minimum of [***]. 


  

	 	vv.	 “Members” has the meaning set forth in the LLC Agreement. 



 

	 	ww.	 “Negotiation Longstop Date” has the meaning set forth in Exhibit 1.



  

	 	xx.	 “Notification” means a writing containing the information required by this Agreement to be
communicated to any Person, as provided in Section 9.6 hereof, and “Written” and “Writing” shall be understood accordingly. 



 

	 	yy.	 “Other IP” means [***]. 



 

	 	zz.	 “[***] License” has the meaning set forth in Section 5.4.



  

	 	aaa.	 “Party” means each of VWGoA, VW Member, QS and the JV Entity individually, and
“Parties” means VWGoA, VW Member, QS and the JV Entity collectively. 


  

	 	bbb.	 “Person” means any individual, Entity, or government or other agency or political subdivision
thereof, and the successors and assigns of such Person. 


  

	 	ccc.	 “Phase 1 Assets” shall have the meaning set forth in
Section 3.7.1.1. 



  
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	 	ddd.	 “Phase 1 Capital Contributions” means payment of [***]. 



 

	 	eee.	 “Phase 1 License Agreement” means the intellectual property license agreement pursuant to
which QS is licensing the Licensed Technology to the JV Entity in substantially the form attached hereto as Exhibit 4. 


  

	 	fff.	 “[***] Payment Date” means completion of: [***]. 



 

	 	ggg.	 “Phase 1 Pilot Line” means a pilot line located in the United States or Germany as determined
pursuant to Section 3.1.1 for the production of [***], designed for a minimum capacity of ca. (5,000 vehicles per year * 100 kWh/vehicle) 500 MWh per year and a maximum capacity of 1,000 MWH (10,000 vehicles) per year using
a modular approach. 


  

	 	hhh.	 “Phase 1 Pilot Line Termination Date” has the meaning set forth in
Section 3.6. 


  

	 	iii.	 “[***] Trigger” means that each of the following conditions have been satisfied: [***].
 


  

	 	jjj.	 “Phase 1 Trigger Additional Capital Contribution” has the meaning set forth in the LLC
Agreement. 


  

	 	kkk.	 “Phase 1 Trigger Date” means the date that all of the conditions of the Phase 1 Trigger have
been completed. 


  

	 	lll.	 “Phase 1 VW Series Production Vehicle” has the meaning set forth in the Phase 1 Trigger
definition. 


  

	 	mmm.	 “Phase 1 VW Series Production Vehicle SOP Date” has the meaning set forth in
Section 3.6. 


  

	 	nnn.	 “Phase 2 Amendments” has the meaning set forth in Section 4.1.



  

	 	ooo.	 “Phase 2 Commitment” has the meaning set forth in Section 4.1.



  

	 	ppp.	 “Phase 2 JV Entity” has the meaning set forth in
Section 4.1. 


  

	 	qqq.	 “Phase 2 License” means [***]. 



 

	 	rrr.	 “Phase 2 Gigafactory” means a manufacturing facility in Germany (the exact location of which
to be determined by the VW Member in its sole discretion, after consultation with QS) oriented towards the production of QS Battery Cells to satisfy VW AG and its Affiliates’ demand with an intended nominal capacity of 20 GWh/year (and a
minimum capacity of 100k vehicles*100kWh/year = 10 GWh/year), with such capacity to be finally determined by the Members taking into account, inter alia, the JV Entity’s debt service requirements. 



 

	 	sss.	 “Pilot Line Priority Treatment” has the meaning set forth in
Section 3.2(a). 


  

	 	ttt.	 “Pre-Phase 1 Additional Capital Contribution” has the
meaning set forth in the LLC Agreement. 


  

	 	uuu.	 “Preferred Output Period” has the meaning set forth in
Section 3.5.2.2. 


  

	 	vvv.	 “Procurement Contracts” means: [***]. 



 

	 	www.	 [***]. 



  
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	 	xxx.	 “QS” has the meaning set forth in the introductory paragraph hereto. 



 

	 	yyy.	 “QS Battery Cell(s)” means [***]. 



 

	 	zzz.	 “QS Member” means QS. 



 

	 	aaaa.	 “QS Purchased Assets” has the meaning as set forth in
Section 3.7.1.1. 


  

	 	bbbb.	 “Recipient” has the meaning set forth in Section 7.1.



  

	 	cccc.	 “Representative” has the meaning set forth in the LLC Agreement. 



 

	 	dddd.	 “Remaining Assets” has the meaning as set forth in Section 3.7.1.1.



  

	 	eeee.	 “RMS/ICS” has the meaning set forth in Section 8.5.



  

	 	ffff.	 “Seconded Employee” means any employee employed by VW Member, any of its Affiliates or QS, as
the case may be (irrespective of whether this is primarily on an assignment basis or not) and who is, with the approval of the JV Entity, seconded from VW Member, its applicable Affiliate or QS, as the case may be, to the JV Entity, excluding any
other employee of VW Member, its Affiliates or QS, as the case may be, who may provide incidental services to the JV Entity from time to time. 


  

	 	gggg.	 “Secondment Costs” means, unless otherwise agreed to by VW Member, its applicable Affiliate or
QS, as the case may be, on the one hand, and the JV Entity, on the other hand, the cost of the Seconded Employee as detailed in writing between VW Member, its applicable Affiliate or QS, as the case may be, on the one hand, and the JV Entity, on the
other hand, in advance of any employment by the JV Entity. The JV Entity shall not be responsible for any costs or expenses of a Seconded Employee, unless such cost is detailed as set forth in the preceding sentence. 



 

	 	hhhh.	 “Secondment Period” means the period during which a Seconded Employee is seconded to the JV
Entity on a full-time basis. 


  

	 	iiii.	 “Selected Asset” has the meaning set forth in Section 3.7.1.2.



  

	 	jjjj.	 “Separator(s)” has the meaning set forth in the definition of “Solid State
Separator(s)”. 


  

	 	kkkk.	 “Separator Cost” has the meaning set forth in Section 3.2.



  

	 	llll.	 “Separator Procurement Contract” means the agreement between QS and the JV Entity pursuant to
which [***]. 


  

	 	mmmm.  	 “Shortfall Event” has the meaning set forth in Section 3.5.2.4.



  

	 	nnnn.	 “Solid State Separator(s)” or “Separator(s)” means [***]. For the purposes of
this definition, [***]. 


  

	 	oooo.	 “Term” has the meaning set forth in the Phase 1 License Agreement. 



 

	 	pppp.	 “Transaction Agreements” means each of: (i) this Agreement; (ii) the LLC Agreement;
(iii) the Phase 1 License Agreement; and (iv) the Common IP License Agreements. 



  
 6 














	 	qqqq.	 “Vehicle Battery” means a unit of multiple Battery Modules, whether of the same or different
kinds. 


  

	 	rrrr.	 “VW AG” means Volkswagen AG. 



 

	 	ssss.	 “[***]” has the meaning set forth in Section 3.3(a). 



 

	 	tttt.	 “[***]” has the meaning set forth in Section 3.4. 



 

	 	uuuu.	 “VW Member” has the meaning set forth in the introductory paragraph hereto.



  

	 	vvvv.	 “VW Phase 1 Contribution” has the meaning set forth in Section 4.3.



  

	 	wwww.  	 “VWGoA” has the meaning set forth in the introductory paragraph hereto. 



 

	 	xxxx.	 “Written” has the meaning set forth in the definition of “Notification”.



  

	 	yyyy.	 “Writing” has the meaning set forth in the definition of “Notification”.



 2. Transaction Agreements.  

Transaction Agreements. Simultaneously with the Parties’ execution and delivery of this Agreement, the concerned Parties or their
respective Affiliates shall enter into each of the other Transaction Agreements. 
 3. Phase 1 Business Activities of the Joint Venture. 

3.1 Pre-Phase 1 Trigger Activities. With respect to the planning of and preparation for the
Phase 1 Pilot Line, the Parties agree as follows: 
 3.1.1 The Phase 1 Pilot Line shall be located in either the United States or Germany.
The exact location of the Phase 1 Pilot Line shall be determined by the VW Member in its sole discretion, but taking into account the anticipated location of the Phase 2 Gigafactory, which determination shall be made by Written notice thereof to QS
by no later than December 31, 2020. 
 3.1.2 Prior to the Phase 1 Trigger Date, after all required merger control clearances have been
obtained, and subject to the limitations of the Initial Capital Contributions, the JV Entity shall: [***]. 
 3.1.3 The JV Entity shall,
[***]. 
 3.1.4 In the event that VW Member, pursuant to the provisions of Section 3.1.1 decides that the Phase 1 Pilot Line shall be
located in Germany, the following shall apply: 
 3.1.4.1 The joint venture shall, subject to the Members’ reasonable tax planning, be
operated out of an appropriate German corporate entity (“German JV Entity”) which shall replace the JV Entity and, to the extent necessary to further the contemplated operations of the business, take assignment of JV Entity’s
assets and assume its liabilities to the maximum extent possible. 
 3.1.4.2 The German JV Entity shall be owned by the Members in equal
proportions (i.e., 50:50), and its governance arrangements and the Members’ rights and obligations as equity holders in the German JV Entity shall mirror the governance arrangements and the Members’ rights and obligations in relation to
the JV Entity to the maximum extent possible. 

  
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 3.1.4.3 The Parties shall discuss in good faith to amend and restate the Transaction
Agreements (and other agreements entered into or to be entered into in connection therewith) to reflect a joint operating model for the Phase 1 Pilot Line and the Phase 2 Gigafactory, in order to eliminate the “phase 1 / phase 2”
structure currently contemplated. 
 3.2 Post-Phase 1 Payment Date. The Parties agree that, after the Phase 1 Payment Date: 

(a) Phase 1 Pilot Line Activities. The Phase 1 Pilot Line activities will include [***]. 

(b) The Parties agree that [***]. 

(c) Phase 1 [***]. The [***].  

(d) Supply of [***]. [***]. 

3.3 [***]. For the purposes of this Section 3, [***]. 

3.4 [***]. In the event that [***]. 

3.5 Negotiation of Procurement Contracts. 

3.5.1 On or before the A Sample Validation, the Parties shall commence good faith negotiations of the Separator Procurement Contract and the
Procurement Contracts. For the avoidance of doubt, neither the Separator Procurement Contract nor the Procurement Contracts shall contain additional development fees for the QS Battery Cells that are purchased by the JV Entity
or VWGoA (or any of its Affiliates). 
 3.5.2 The terms of the Procurement Contracts shall reflect the following terms: 

3.5.2.1 [***]. 
 3.5.2.2 [***].

 3.5.2.3 [***]. 
 3.5.2.4
If: (a) ninety percent (90%) of the production capacity for the Phase 1 Pilot Line is not purchased by VWGoA [***]. 
 3.6 Phase 1
Pilot Line Termination Date. The Parties agree that, unless the Members resolve otherwise, the JV Entity shall cease the operation of the Phase 1 Pilot Line upon: [***]. 

3.7 Effect of Phase 1 Pilot Line Termination. 

3.7.1 Effective upon the Phase 1 Pilot Line Termination Date, the following shall apply if the Phase 1 Pilot Line is not located in Germany:


  
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 3.7.1.1 Within thirty (30) Business Days of the Phase 1 Pilot Line Termination Date,
the JV Entity shall provide [***] (the “Phase 1 Assets”). [***] shall have the right (but not the obligation) to purchase or assume any or all of the Phase 1 Assets (including the leasehold facility for the Phase 1 Pilot Line) and
shall notify the JV Entity within forty-five (45) days of receipt of the list of Phase 1 Assets which assets, if any, it is interested in purchasing or assuming (“QS Purchased Assets”); provided, however, that:
(i) the JV Entity shall cooperate [***] in verifying the details of the Phase 1 Assets; and (ii) [***] release, or procure a release, in respect of any credit support provided by [***] or its Affiliates for such assets prior to purchasing such
assets. At the end of such 45-day period (“Asset Purchase Date”), the JV Entity shall determine if there are any Phase 1 Assets that [***] has not elected to purchase (the “Remaining
Assets”). 
 3.7.1.2 If there are any Remaining Assets, then [***], within thirty (30) Business Days after the Asset Purchase
Date is reached, that it wishes to purchase and acquire from the JV Entity any part(s) of the Remaining Assets, for their respective value (each such asset in relation to which the VW Member has duly notified the QS Member of its wish to purchase
and acquire from the JV Entity for [***], a “Selected Asset”). 
 3.7.1.3 All parts of the Remaining Assets which are not
Selected Assets shall be sold and transferred by the JV Entity without undue delay at the best terms available at the time to such purchaser that is offering such best terms, which purchaser may also be a Member or any Affiliate or Representative
thereof or any Representative of any Affiliate thereof. 
 3.7.2 Effective upon the Phase 1 Pilot Line Termination Date, the following shall
apply if the Phase 1 Pilot Line is located in Germany: 
 3.7.2.1 Within thirty (30) Business Days from the Phase 1 Pilot Termination
Date, the German JV Entity shall [***] (the “Relevant Assets”). 
 3.7.2.2 After the lapse of the 30 Business Day Period of
Section 3.7.2.1, the provisions of Sections 3.7.1.1 through 3.7.1.3 shall apply mutatis mutandis, provided that: 

 

	 	(A)	 with respect to the provisions of Section 3.7.1.1 (i) the definition of
Phase 1 Assets shall exclude all Relevant Assets, (ii) the time period for the delivery of the list of Phase 1 Assets (excluding Relevant Assets) shall be five (5) Business Days after the lapse of the 30 Business Day period pursuant
to Section 3.7.2.1, and (iii) the right to purchase or assume any or all of the Phase 1 Assets shall be exercised by VW Member, and, correspondingly, the German JV Entity shall be obligated to cooperate with VW Member in verifying the
details of the assets to be purchased or assumed, and VW Member shall release or procure the release of any credit support by QS for such assets; 


  

	 	(B)	 with respect to the provisions of Section 3.7.1.2, the right to purchase any of the
Remaining Assets shall be exercised by QS; and 


  

	 	(C)	 with respect to any assets of the JV Entity that are not identified as Relevant Assets by the JV Entity or
selected for purchase by either VW Member or QS pursuant to the provisions of clauses (A) and (B) above, the provisions of Section 3.7.1.3 shall apply mutatis mutandis. 



  
 9 













 3.7.3 For the avoidance of doubt, the provisions of this
Section 3.7 shall only apply to the Phase 1 Assets and this Agreement, but not to the JV Entity as such (which shall not be dissolved and liquidated upon any of the aforementioned events, unless: (x) the Members so
resolve; or (y) in accordance with any other provision of this Agreement or applicable mandatory law). 
 4. Phase 2 Business Activities of the JV
Entity. 
 4.1 Negotiation of Phase 2 Gigafactory. The Parties shall commence negotiations for the terms and conditions of the
Phase 2 Gigafactory as soon as reasonably practicable after the [***]. These negotiations will include agreement on the following items for the Phase 2 Gigafactory : [***] (either, the “Phase 2 JV Entity”), [***]
(collectively, the “Phase 2 Amendments”). The intention of the Parties is to complete the Phase 2 Amendments within three (3) months of [***]. The Parties will proceed with the investment in Phase 2 Gigafactory upon
satisfaction of the following conditions precedent (hereafter referred to as the “Phase 2 Commitment”): [***]. The location of the Phase 2 Gigafactory will be in Germany (the exact location of which to be determined by the VW Member
in its sole discretion, after consultation with QS and taking into account the location of the Phase 1 Pilot Line). QS with respect to its employees, and VW Member with respect to employees of VW AG or any of its Affiliates, shall use commercially
reasonable efforts to ensure that individuals who were seconded to the JV Entity and serving in key functions related to the setup and operation of the Phase 1 Pilot Line will be assigned to work full-time on the planning, preparation, setup and
operational ramp-up of the Phase 2 Gigafactory. 
 4.2 Separator Manufacturing Facility for Phase
2. The Parties agree to explore the option of including the Separator manufacturing as part of the Phase 2 Gigafactory such that the Separator manufacturing will be owned and operated by the Phase 2 JV Entity, or if that cannot be agreed, then
for QS to co-locate its Separator manufacturing facilities with the Phase 2 Gigafactory by way of a Factory-in-Factory Approach.
QS shall reasonably consult with VWGoA in determining the location of its Separator manufacturing facilities to avoid operational disruption and ease logistics to the maximum extent possible. The [***]. 

QS will provide sufficient Separators for the Phase 2 Gigafactory to fulfill its demand, consistent with the maximum capacity limits for such
facility and appropriate provisions to address any failure by QS to deliver sufficient quality or quantity of Separators, each on the terms and conditions set forth in more detail in the Separator Procurement Contract. 

4.3 License of Licensed Technology for Phase 2. Promptly following payment of the Phase 1 Capital Contributions, the Parties shall use
reasonable best efforts to agree on the terms of the Phase 2 Amendments. The Parties agree that, as part of the negotiations of the Phase 2 Amendments, they may [***]. As part of the negotiations for the Phase 2 Amendments, the aggregate amount of
VW Member’s Initial Capital Contributions, Pre-Phase 1 Additional Capital Contributions, Phase 1 Trigger Additional Payment (if any) and any Additional Capital Contributions (each as defined in the LLC
Agreement) (collectively, the “VW Phase 1 Contribution”), will be credited as an offset to the license fee that the JV Entity pays for the Phase 2 License. If the Phase 1 Capital Contributions have occurred, but the Parties are not
successful in agreeing upon all of the Phase 2 Amendments and, [***]. 

  
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 4.4 [***]. 

4.5 Solely for the purposes of Section 4.3, “Manufacturing Facility” shall mean an Automotive Battery Cell
manufacturing facility established anywhere in the world designed to produce a minimum of [***]. For the purposes of Section 4.3 and Section 4.4, in addition to giving the Phase 2 JV Entity, VWGoA
or its Affiliate (as applicable) the right to [***], the Phase 2 JV Entity, VWGoA or its Affiliate (as applicable) shall receive a credit for the VW Phase 1 Contribution; provided however, that the Phase 2 JV Entity, VWGoA and its
Affiliates shall only receive such credit once. 
 4.6 Objective of Phase 2 Gigafactory. The objective of the Phase 2 Gigafactory is a
build-up and operation of a gigafactory size manufacturing facility in Germany oriented towards VW AG and its Affiliates’ demand. The Parties intend that the QS Battery Cells will be competitive in cost,
energy, power performance, cycle life and temperature range at time of production, as set forth in the Phase 2 Amendments, and VW shall purchase the output of series production QS Battery Cells from Phase 2 (which output is to be determined) at
agreed prices set forth in the Phase 2 Amendments. The goal of the Phase 2 Gigafactory is to produce QS Battery Cells that have a combination of performance and price that is superior to lithium ion battery cells. 

4.7 Ownership of the Phase 2 JV Entity. Either Member of the Phase 2 JV Entity may [***]. 

5. Intellectual Property.  
 5.1
[***]. All [***] shall belong to and be owned by the Party that originated such IP, and all [***] shall belong to the Party that owns the [***] (as applicable). No license is or shall be granted for any [***], unless otherwise agreed by the
Parties. 
 5.2 [***]. All [***] created by the JV Entity or any Phase 2 JV Entity shall belong to and be owned by QS, or shall be
obligated to be assigned, and is hereby assigned, to QS, and QS shall be free to utilize such [***] without any restrictions, including licensing third parties the right to use the [***], and shall not have any obligation to pay any royalties for
the use thereof. Effective upon the Phase 1 Payment Date, the [***] shall be licensed to the JV Entity pursuant to [***]. 
 5.3
[***]. All [***] shall belong to and be owned by the JV Entity (or, if applicable, the Phase 2 JV Entity), or shall be obligated to be assigned, and is hereby assigned, to the JV Entity, and the JV Entity (or, if applicable, the Phase 2 JV
Entity) shall be free to utilize such [***] without any restrictions, including licensing third parties the right to use the [***], and shall not have any obligation to pay any royalties for the use thereof. The [***] shall be licensed to VWGoA and
its Affiliates and to QS pursuant to the [***] License Agreements. 
 5.4 [***]. All [***] shall belong to and be owned by the JV
Entity, or shall be obligated to be assigned, and is hereby assigned, to the JV Entity, and the JV Entity shall be free to utilize such [***] without any restrictions, including licensing third parties the right to use the [***], and shall not have
any obligation to pay any royalties for the use thereof. For all Other IP owned by the JV Entity which the JV Entity has not assigned and is not obligated to assign to VWGoA, its Affiliates or to QS, the JV Entity hereby grants a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sub-licensable license to VWGoA, its Affiliates and to QS (the “[***]”), such [***] to run
with the [***] and any assignee of such licensed [***] to be so informed. In the event 

  
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that the JV Entity ceases to exist and: (a) QS or any of its Affiliates still was a member in the JV Entity when VW Member and all of its Affiliates which had been members in the JV Entity
(if any) had ceased to be members in the JV Entity, QS shall be obliged to grant, and/or, if and to the extent QS does not own all [***], shall be obliged to procure that the owner of such [***] grants, the [***] to VWGoA and its Affiliates; or
(b) VW Member or any of its Affiliates still was a member in the JV Entity when QS and all of its Affiliates which had been members in the JV Entity (if any) had ceased to be members in the JV Entity, VW Member shall be obliged to grant,
and/or, if and to the extent VW Member does not own all [***], shall be obliged to procure that the owner of such [***] grants, the [***] to QS. 

5.5 Third Party IP. The Parties agree to take reasonable steps to ensure that no third party IP is used by the JV Entity without an
express right to use such IP, including the use of any Background Technology. 
 5.6 Survival. The rights referenced in this
Section 5 shall remain unaffected by an exit of VW Member and all its Affiliates which had been members in the JV Entity (if any) or QS and all its Affiliates which had been members in the JV Entity (if any) from the JV
Entity. 
 5.7 Duty to Inform. [***]. The JV Entity shall furnish reasonable documentation necessary to assess such [***], and shall
provide QS and VWGoA, as applicable, with any reasonably requested information related thereto. 
 QS shall reasonably inform the JV Entity
and VWGoA on a quarterly basis of [***] made, by QS (alone or in conjunction with any third parties) which is relevant to the activities of the JV Entity or the Phase 2 JV Entity (as applicable). 

5.8 Improvements. QS shall own any Improvement to [***]. All such Improvements shall be deemed included in the Phase 1 License. 

5.9 Prosecution of IP. QS shall have sole discretion, control and responsibility for the preparation, filing, prosecution and
maintenance of the patent applications and patents for all [***]. QS shall keep JV Entity informed of all significant decisions relating to filing, prosecution, and maintenance of the patent applications and patents for [***] Improvements thereto,
and JV Entity agrees to cooperate with and assist QS in connection with such activities, including: (A) ensuring that it can fully grant to QS the right, title, and interest in any Improvement to [***]; (B) informing QS of any invention
disclosure constituting an Improvement to [***] within a reasonable time; and (C) if requested by QS, arranging the transfer of its Intellectual Property Rights in such inventions to QS in accordance with this Agreement. JV Entity shall have
sole discretion, control and responsibility for the preparation, filing, prosecution and maintenance of the patent applications and patents for all [***] and Improvements thereto that it has not assigned or is not obligated to assign to VWGoA, its
Affiliates, or to QS. JV Entity shall keep QS and VWGoA informed of all significant decisions relating to filing, prosecution, and maintenance of the patent applications and patents for such [***]or Improvements thereto. 

5.10 Enforcement of Patent Rights. In the event that a Party becomes aware of any infringement of patent rights for the [***] any
Improvements, by a third party, it promptly shall notify the other Parties. QS shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of any [***], using counsel of
QS’s choice, including any declaratory judgment action arising from such infringement. JV Entity shall 

  
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have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of any [***], using counsel of JV Entity’s choice, including
any declaratory judgment action arising from such infringement. JV Entity and VWGoA shall use reasonable efforts to cooperate with QS, at QS’s expense, in pursuing or defending any action with respect to the [***], including, without
limitation, joining as a party plaintiff and executing such documents as may be reasonably necessary. QS and VWGoA shall use reasonable efforts to cooperate with JV Entity, at JV Entity’s expense, in pursuing or defending any action with
respect to the [***], including, without limitation, joining as a party plaintiff and executing such documents as may be reasonably necessary. QS shall be solely responsible for defense of any challenges to the validity of or reexamination of the
[***], including inter partes review or other reexamination proceedings, including bearing the cost and expense thereof. JV Entity shall be solely responsible for defense of any challenges to the validity of or reexamination of the [***],
including inter partes review or other reexamination proceedings, including bearing the cost and expense thereof. 
 5.11 Retention
of Rights. Except as provided for in this Agreement or any of the Transaction Agreements, [***], together with any Improvements thereon. 

5.12 Right to Use QS Trademarks and Trade Name. Commencing after the Phase 1 Trigger Date, VWGoA and its Affiliates shall have the
right, in their sole discretion, to use and display QS trademarks related to the QS Battery Cells, and QS’s trade names, in connection with promoting to third parties their Automotive Vehicles having or that will have QS Battery Cells. Such
right of VWGoA and its Affiliates shall be royalty-free, worldwide, non-exclusive and irrevocable for so long as Automotive Vehicles having QS Battery Cells are used or promoted. The use and display of such
trademarks and trade names shall be subject to a reasonable right of inspection by QS to ensure that the use of such marks and trade names is consistent with the type of usage meeting QS’s standards. VWGoA and Affiliates agree not to alter or
remove any QS trademarks or trade names displayed on any QS Battery Cells. Except as provided in this Agreement, nothing herein shall grant to VWGoA or its Affiliates any right, title or interest in the QS trademarks or trade names. 

6. Seconded Employees. 
 6.1
Secondment. From time to time during the term of this Agreement and always subject to approval by the JV Entity, VW Member, its Affiliates and QS may each second Seconded Employees to the JV Entity for full time employment by the JV Entity.
Each Seconded Employee shall remain an employee of its Home Company but may not represent or perform any duties on behalf of such Home Company during the term of the secondment. Each Seconded Employee, VW Member or its applicable Affiliate, or QS,
as the case may be, and the JV Entity will enter into an individual secondment agreement to define the secondment to the JV Entity and impose confidentiality and assignment of inventions obligations on such Seconded Employee prior to the
commencement of the Secondment Period for the applicable Seconded Employee. 
 VW Member, its applicable Affiliate or QS, as the case may
be, may terminate the employment of any Seconded Employee, at any time upon reasonable prior written notice to the JV Entity. If the JV Entity has a concern with respect to the performance of any Seconded Employee, the JV Entity will notify VW
Member, its applicable Affiliate or QS, as the case may be, in Writing, of such issue. If the JV Entity’s concern is not remedied to its reasonable satisfaction within a reasonable time, VW Member, its applicable Affiliate or QS, as the case
may be, will take prompt action to remove such individual from the JV Entity, and he or she shall cease to be a Seconded Employee. 

  
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 During the applicable Secondment Period, each Seconded Employee shall: (a) be managed
by the JV Entity; (b) be subject to the employment rules and regulations of the JV Entity; (c) perform such duties and provide such services at such times and at such places as the JV Entity may from time to time reasonably require; and
(d) act in accordance with and subject to the reasonable instructions of the JV Entity. Each Seconded Employee shall also remain subject to and be required to adhere to the employment rules and regulations of the respective Home Company, except
to the extent such rules and regulations conflict with the rule or regulation of the JV Entity, or would have an adverse impact on the JV Entity’s business. The JV Entity shall have the right to assign Seconded Employees as it deems necessary
for the operation of its business. 
 6.2 Compensation and Benefits; Reimbursement. With respect to each Seconded Employee: 

(a) VW Member, its applicable Affiliate or QS, as the case may be, shall pay all amounts during the Secondment Period to such Seconded Employee
that exceed the Secondment Costs for such Seconded Employee to the extent that such amounts are owed in accordance with the applicable Home Company’s rules, regulations and policies; 

(b) paid time off (including vacation and holidays) that is owed to the Seconded Employee in excess of the rules, regulations and policies of
the JV Entity, shall be provided to such Seconded Employee by VW Member, its applicable Affiliate or QS, as the case may be, in accordance with the applicable Home Company’s rules, regulations and policies; and 

(c) the JV Entity shall reimburse VW Member, its applicable Affiliate or QS, as the case may be, only to the extent of the Secondment Costs. VW
Member, its applicable Affiliate or QS, respectively, shall provide the JV Entity with an invoice for the Secondment Costs of all of their respective Seconded Employees within fifteen (15) calendar days after the end of each month, unless
otherwise agreed by VW Member, its applicable Affiliate or QS, as the case may be, on the one hand, and the JV Entity, on the other hand. All invoices shall be accompanied by reasonable documentation describing such Secondment Costs in reasonable
detail. The JV Entity shall reimburse VW Member, its applicable Affiliate or QS, as the case may be, by electronic payment or check of immediately available funds within fifteen (15) days of invoice date. 

6.3 Inventions by Seconded Employees. All IP invented, created, authored, or developed by a Seconded Employee in connection with such
Seconded Employee’s secondment to the JV Entity shall: (i) to the extent such IP constitutes Battery Cell IP, be deemed to be assigned to and owned by QS pursuant to Section 5 above; (ii) to the extent such
IP constitutes Battery Module IP or Other IP and derives from or pertains to the Background Technology of VWGoA or any of its Affiliates, or of QS, as the case may be, be deemed to be assigned to and owned by VWGoA, its applicable Affiliate, or QS,
as applicable, pursuant to Section 5 above; and (iii) constitutes Common IP or Other IP other than described in (ii), be deemed to be assigned to and owned by the JV Entity pursuant to
Section 5 above. 

  
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 6.4 Benefits Plans. During the term of this Agreement, VW Member, its applicable
Affiliate or QS, as the case may be, shall cover their respective Seconded Employees under the terms and conditions of their respective benefits plans and arrangements. VW Member, its Affiliates and QS shall, in their respective sole discretion,
have the right to maintain, administer, terminate or modify any benefit plans or arrangements that they sponsor from time to time, including those in which any Seconded Employees may participate. 

Except as may be agreed by VW Member, any of its Affiliates or QS, as the case may be, on the one hand, and the JV Entity, on the other hand,
from time to time, Seconded Employees shall be ineligible to participate in any employee benefit plan or arrangement sponsored by the JV Entity and shall sign an acknowledgment of this arrangement prior to the secondment. 

6.5 Labor and Employment Matters. During the term of this Agreement, VW Member, its Affiliates or QS, as the case may be, shall provide
their respective Seconded Employees with any legally required insurance. The JV Entity, on the one hand, and VW Member, its applicable Affiliate or QS, as the case may be, on the other hand, shall comply with all applicable laws relating to
employment, wage and hour, overtime, discrimination, health and safety, and other laws relating to employment and labor with respect to Seconded Employees. 

The JV Entity, VW Member or its applicable Affiliate, as the case may be, and QS shall promptly notify the other parties when the notifying
party learn of: (a) a labor strike, walkout, slowdown, stoppage or other material dispute with respect to any Seconded Employee that is pending or threatened against the JV Entity, VW Member or its applicable Affiliate, as the case may be, or
QS; or (b) the existence of any actual or threatened dispute, controversy or proceeding with respect to claims of any Seconded Employee related to allegations of unfair labor practices, discrimination or breach of contract by the JV Entity, VW
Member or its applicable Affiliate, as the case may be, or QS, or other employment-related claims or complaints asserting alleged legal claims or violations. 

The JV Entity, VW Member or its applicable Affiliate, as the case may be, and QS shall promptly notify the other parties of receipt by the
notifying party from any governmental authority of any written warning, notice or order alleging any violation of any applicable laws concerning employment or employment practices or protection of health and safety of any Seconded Employee or any
inquiry by a governmental authority reasonably suggesting such a potential violation. 
 6.6 Data Transfer and Retention. The Parties
shall comply with all applicable data protection and data privacy laws relating to records transfer and retention in the respective country. 
 7.
Confidentiality. 
 7.1 Duty to Hold in Confidence. Each Party will, and will cause the JV Entity to (such Party or the JV
Entity, as applicable, the “Recipient”) preserve in strict confidence any confidential information, including trade secrets, disclosed to it by any other Party (“Disclosing Party”) under or in connection with this
Agreement (“Confidential Information”). In preserving the Disclosing Party’s Confidential Information, Recipient will use the same standard of care it would use to secure and safeguard its own confidential information,
including trade secrets, of similar importance and will comply with all applicable laws, codes of conduct and other similar 

  
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requirements and standards relating to privacy, security, and data protection (excluding, however, TISAX compliance with which shall be governed by a separate agreement between certain of the
Parties and/or certain affiliates of the Parties). Any permitted reproduction of Disclosing Party’s Confidential Information shall contain all confidential or proprietary legends which appear on the original. Recipient shall immediately notify
Disclosing Party in writing in the event it becomes aware of any loss or unauthorized disclosure or use of Confidential Information. The duty to hold Confidential Information shall expire five (5) years after disclosure to the Recipient, except
that the duty to hold Confidential Information specifically designated as a trade secret by the Disclosing Party and made known to the Recipient as a trade secret by the Disclosing Party shall survive for as long as such Confidential Information
qualifies as a trade secret under applicable federal, state and/or local law. 
 7.2 Marking of
Know-How and Confidential Information. Each Disclosing Party shall make its reasonable best efforts to mark any Confidential Information disclosed to Recipient conspicuously with the label
“Confidential Information” along with the Disclosing party’s name. The label shall be placed clearly on each page of each document, information or material which the Disclosing Party claims contains Confidential Information. Where
electronic files and documents are disclosed in native electronic format, the file names shall include the term “Confidential Information.” For tangible things or media, the Disclosing Party shall affix the label “Confidential
Information” on the exterior of any case or container in which the information or item is stored. In the case of oral or visual disclosures, the Disclosing Party shall indicate prior to disclosure whether they contain Confidential Information
and shall confirm such indication in writing within thirty (30) days after disclosure. 
 7.3 Permitted Disclosures. Recipient
shall permit access to Disclosing Party’s Confidential Information solely to its: (a) directors, officers, managers, employees, agents, representatives, advisors and/or contractors (each of the aforementioned a
“Representative”); (b) Affiliates; and/or (c) Affiliates’ Representatives, who: (i) have a need to know such information; and (ii) are subject to confidentiality obligations at least as restrictive as those
contained herein. Except as permitted in the exercise of the licenses and rights granted under this Agreement, Recipient shall not disclose or transfer any Confidential Information to any third party, without the specific prior written approval of
Disclosing Party, except to the extent required by law or governmental or court order or stock exchange rule to be disclosed by Recipient, provided that Recipient, to the extent legally and practically feasible, gives Disclosing Party prompt written
notice of such requirement prior to such disclosure and cooperates with Disclosing Party in the latter’s attempt, if any, to prevent such disclosure or in obtaining a protective or similar order with respect to the Confidential Information to
be disclosed. Recipient shall use Disclosing Party’s Confidential Information disclosed hereunder solely for the purpose of fulfilling Recipient’s obligations and exercising Recipient’s rights under this Agreement. 

7.4 Obligation to Return Confidential Information. Recipient acknowledges that Disclosing Party retains any ownership rights in all
Confidential Information disclosed or made available to Recipient. Accordingly, upon any termination, cancellation or expiration of this Agreement, or upon Disclosing Party’s request for any reason (other than in violation of this Agreement),
Recipient shall, within thirty (30) days, return to Disclosing Party the originals and all copies (without retention of any copy) of any written documents, tools, materials or other tangible items containing or embodying Confidential
Information; provided, however, that Recipient shall be entitled to retain such originals and copies of Confidential Information of 

  
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Disclosing Party as Recipient shall reasonably conclude are necessary to Recipient’s use and exploitation, as permitted by this Agreement, of any rights or licenses retained by Recipient
following such termination, cancellation, expiration or request. Nothing in this Agreement shall require the return, destruction or erasure of any Confidential Information to the extent that such Confidential Information is: (i) required by law
or governmental or court order or stock exchange or internal compliance requirements to be kept by the Recipient; and/or (ii) stored in any permanent automatic electronic archiving or backup system where it is not reasonably practicable to
delete the Confidential Information. For the avoidance of doubt, any Confidential Information not returned, destroyed or erased in accordance with this Section shall be continued to be treated as confidential in accordance with this Agreement. 

7.5 No Representations or Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE DISCLOSING PARTY MAKES NO REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE SUFFICIENCY OR ACCURACY OF THE CONFIDENTIAL INFORMATION DISCLOSED FOR ANY PURPOSE, NOR REGARDING INFRINGEMENT OF OTHERS’ INTELLECTUAL PROPERTY RIGHTS WHICH MAY ARISE FROM THE
USE OF SUCH CONFIDENTIAL INFORMATION. 
 7.6 No Grant of Property Rights. Recipient recognizes and agrees that, except as expressly
set forth in this Agreement, nothing in this Section shall be construed as granting any property rights, by license or otherwise, to any of Disclosing Party’s Confidential Information, or to any invention or any patent right that has issued or
that may issue on such Confidential Information or to decompile or reverse engineer any of the Disclosing Party’s Confidential Information. 

7.7 Confidentiality of Agreement. Each Party agrees that the terms and conditions of this Agreement and the Transaction Agreements shall
be treated as Confidential Information and that no reference to the terms and conditions of this Agreement, or any of the Transaction Agreements, can be made by VWGoA or QS without the prior written consent of the other party (such consent not to be
unreasonably withheld, conditioned or delayed); provided, however, that each Party may disclose the mere existence of this Agreement without restriction and may disclose the terms and conditions of this Agreement: (i) as
required by any court, administrative agency or other governmental body, including without limitation any filing or public disclosure that may be required under any federal or state securities law or regulation; (ii) as otherwise required by
law or governmental or court order or stock exchange; (iii) in confidence, to legal counsel of the Parties and other professional advisors; (iv) in confidence, to accountants, banks, potential investors, financing sources, insurances and
their respective advisors who would not reasonably be deemed to be potential customers or competitors of either Party; (v) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) in
confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like. 
 8. Compliance. 

8.1 Each of the Parties undertakes that, itself, its respective directors and personnel have not committed any violations of any applicable
anti-corruption laws or anti-money laundering laws under all relevant jurisdictions including, inter alia, the U.S. Foreign Corrupt Practices Act (“Compliance Laws”). 

  
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 8.2 Each of the Parties shall act to ensure that itself, any subcontractors, agents or other
third parties engaged by it shall not violate any Compliance Laws in connection with the formation and establishment of the JV Entity including but not limited to the application and granting of any permits, approvals, licenses, concessions or
preferential treatments for the JV Entity. 
 8.3 Each of the Parties shall use reasonable efforts to ensure that the JV Entity, the JV
Entity’s Managers and Officers (each as defined in the LLC Agreement), other personnel and any third parties (including any other Persons assigned by the Parties) who are authorized to act in any way on the JV Entity’s behalf, shall not
offer to pay, promise to pay, pay or authorize the payment of anything of value (either in the form of cash, property, gift, trip, employment or otherwise) to any Person in exchange for receiving improper benefits, obtaining or retaining business
opportunities or competitive advantages. 
 8.4 Each Party shall take all appropriate action to cause the JV Entity to adopt such accounting
standards and procedures as are necessary to ensure that the JV Entity shall make and keep books, records, and accounts which, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the JV Entity, and
maintain a system of internal accounting controls sufficient to provide reasonable assurances to the Parties that: 
 8.4.1 no off-the books accounts are maintained; 
 8.4.2 the integrity of financial statements is maintained; 

8.4.3 transactions are executed in accordance with appropriate authorization of the Board (as defined in the LLC Agreement); 

8.4.4 transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS, and to maintain
accountability for assets; 
 8.4.5 access to assets is permitted only in accordance with appropriate authorization of the Board (as defined
in the LLC Agreement); and 
 8.4.6 the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. 
 8.5 Within ninety (90) days after the earlier of: (i) the Phase 1
Payment Date; and (ii) any Pre-Phase 1 Additional Capital Contribution, the Parties shall use their best efforts to adopt and implement a Compliance Management System (“CMS”) and a Risk
Management System/Internal Control System (“RMS/ICS”) for the JV Entity that appropriately address the risks faced by the JV Entity and/or any other Party and/or any Affiliate thereof. 

8.6 After the establishment of the CMS, an Officer (as defined in the LLC Agreement) (other than the CEO, CFO, COO and CSO) to serve as
“Chief Compliance Officer” shall be appointed by the Board (as defined in the LLC Agreement) in accordance with the applicable procedure set forth in the LLC Agreement and shall be responsible for the
day-to-day operation and oversight of the CMS and RMS/ICS. The Chief Compliance Officer shall report to the Board (as defined in the LLC Agreement). 

8.7 The Parties shall act to ensure that the JV Entity shall provide sufficient resources to the Chief Compliance Officer to perform his/her
responsibilities. 

  
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 8.8 The CMS and RMS/ICS shall be approved by the Board (as defined in the LLC Agreement).
Each Party shall procure that the Managers and Officers (each as defined in the LLC Agreement) and other personnel appointed by it undertake to fully support the establishment and implementation of the CMS and RMS/ICS. 

8.9 The CMS and RMS/ICS shall continually develop a culture of compliance and business ethics within the JV Entity and ensure compliance with
the Compliance Laws. The JV Entity shall meet with the Members at least annually to demonstrate the effectiveness of the CMS and RMS/ICS. The CMS and RMS/ICS shall include but not be limited to the following: 

8.9.1 standards of business conduct that convey the JV Entity’s compliance and ethics standards and culture of compliance; 

8.9.2 a training and communication program that communicates periodically and in a practical manner the JV Entity’s compliance and
business ethics standards and procedures, and other aspects of the CMS and RMS/ICS; 
 8.9.3 a reporting system for all Persons to report, or
to seek guidance on, compliance, anti-bribery and corruption and ethics concerns, including a reporting hotline and a reporting email box to enable Persons to report any of such concerns anonymously; 

8.9.4 a process of investigating all compliance, anti-bribery and corruption and ethics complaints and reports (including anonymous reports),
and a process for taking appropriate corrective action and disciplinary action to prevent further similar misconduct (including making necessary improvements on the CMS and RMS/ICS); 

8.9.5 a policy on conflicts of interests and process for disclosure and evaluation of such conflicts; 

8.9.6 an anti-bribery and anti-corruption policy designed to prevent and detect bribery and corruption, maintaining complete and accurate books
and records and instituting sufficient internal compliance controls, which policies must include the following: 
 8.9.6.1 prohibition of
both public related bribery and commercial bribery; 
 8.9.6.2 prohibition of both giving/offering bribes and accepting/soliciting bribes;

 8.9.6.3 prohibition of facilitation payments; 

8.9.6.4 controls and approval procedures for the expenses of gifts, travel, meals, entertainment, hospitality and promotion; 

8.9.6.5 controls and approval procedures for sponsorship and donation; 

8.9.6.6 controls designed to ensure accuracy and proper maintenance of financial statements and accounting records; and 

8.9.6.7 anti-retaliation provisions. 

8.9.7 a due diligence process to assess and evaluate all third parties with whom the JV Entity enters into any transaction (including, but not
limited to, vendors and vehicle manufacturers), with a focus on third parties who are government officials or interacting on the JV Entity’s behalf with government officials; and 

  
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 8.9.8 a periodic compliance risk assessment to identify compliance related risks and
procedures to take appropriate steps to design and improve internal controls. 
 8.10 The Parties agree that the CMS and RMS/ICS shall be
audited and certified by a reputable independent third party (the identity of which the Parties shall mutually agree) within six (6) months of the earlier of: (i) the Phase 1 Payment Date; and (ii) any
Pre-Phase 1 Additional Capital Contribution. 
 8.11 After the Effective Date, each of VWGoA or QS
upon notice to the other (before the incorporation of the JV Entity) or to the Board (as defined in the LLC Agreement) (after the incorporation of the JV Entity) may conduct an independent compliance check on the formation and operation of the JV
Entity at its own expense. VWGoA may delegate such right to any of its controlled Affiliates. Such compliance check may not be requested more than once per any twelve-month period, unless a material deficiency is shown, in which event the compliance
check may be requested more frequently. The non-requesting Parties shall cooperate with, and ensure that their respective Managers and Officers (each as defined in the LLC Agreement), other personnel appointed
to the JV Entity and any other Persons assigned by the applicable Party who are authorized to act in any way on the JV Entity’s behalf, cooperate with, such compliance check. 

8.12 In the event that any Party has reason to believe that the JV Entity or any of its Managers or Officers (each as defined in the LLC
Agreement), other personnel or any third parties (including any other Persons assigned by any Party) who are authorized to act in any way on the JV Entity’s behalf, commit a breach of any provision of this Section 8,
such Party shall immediately inform the other Parties of this information and the relevant evidence. The Parties shall ensure that the JV Entity and the Board (as defined in the LLC Agreement) follow the process mentioned in
Section 8.9.4 to investigate the potential breach. 
 8.13 After the investigation, if the breach exists, the
Parties shall ensure that the JV Entity and the Board (as defined in the LLC Agreement) follow Section 8.9.4 to take disciplinary action up to and including dismissal against the Person related to such breach and take
corrective action. 
 8.14 In the event that a breach of any provision of this Section 8 is committed by either
Party, to the extent the nature of the breach allows a remedy by the breaching Party, each of the non-breaching Parties grants the breaching Party the opportunity to remedy any breach within a reasonable
remedy period of not less than thirty (30) days and not more than sixty (60) days. The breaching Party may request from the non-breaching Parties a reasonable extension of such remedy period if the
breaching Party commenced the remediation of the breach without undue delay but is unable to remedy such breach within the original remedy period due to reasons which are not related to breaching Party. 

8.15 To the extent the nature of the breach of any provision of this Section 8 by the breaching Party does not allow
a remedy or such breach continues after the lapse of the period set forth in Section 8.14 above, the breaching Party shall indemnify and hold the non-breaching Parties harmless
against any costs, expenses, liabilities or losses suffered or incurred. 

  
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 9. General Provisions. 

9.1 Change of Control of QS. 
 (a)
[***]. In addition to any rights of [***] set forth in the LLC Agreement arising [***], in the event of [***] shall have the right (but not the obligation) to [***] to the JV Entity, QS or its Affiliate, as the case may be, within thirty
(30) Business Days following the receipt by VWGoA of a Written Notice by QS that [***]. The Parties agree that they shall procure that a corresponding change of control clause is included in all such agreements for the purchase of Battery
Cells. 
 (b) Additional Rights. In addition to any rights of VW Member set forth in the LLC Agreement arising from [***], QS shall
notify VWGoA in Writing of the same and shall provide VWGoA with access to any due diligence materials or other information which is being provided to potential acquirers. If [***] shall immediately (and prior to accepting such offer) [***];
provided that in all cases, [***].  
 9.2 Term/Termination. This Agreement shall become effective as of the Effective
Date and shall continue in full force and effect until the earlier to occur of: (a) a Member exercising a put or call right in accordance with Section 6.2 of the LLC Agreement; (b) the [***]; and (c) December, 31 2028;
provided, however, that the provisions of Section 3.7 (Effect of Phase 1 Pilot Line Termination), Section 4.3 (License of Licensed Technology for Phase 2), Section 4.4, Section 5 (Intellectual Property),
Section 7 (Confidentiality), Section 9.3 (Representations and Warranties), Section 9.8 (Applicable Law) and Section 9.9 (Dispute Resolution) shall survive the termination of this Agreement and/or any Party ceasing to be a party
to this Agreement. 
 9.3 Representations and Warranties. Each Party represents and warrants to the other that, in respect of the
Transaction Agreements to which it is or shall be a party: (i) it is authorized to enter into the Transaction Agreements; (ii) it has the right to carry out all of its respective obligations under the Transaction Agreements;
(iii) each Transaction Agreement, when executed and delivered by it, shall constitute valid and legally binding obligations of such Party and be enforceable against such Party in accordance with its terms; (iv) it will not create a
conflict with or breach the terms of any other agreement to which it is a party by executing or performing any of the Transaction Agreements; and (v) the execution, delivery and performance by the Party under the Transaction Agreements will not
violate any statute, rule or regulation applicable to either, or any order, writ, judgment, injunction, or decree of any court, governmental, or regulatory authority, or arbitrator to which such Party is subject. 

9.4 IT Landscape. The Parties will use reasonable efforts to ensure that the IT landscape of the JV Entity or Phase 2 JV Entity, as
applicable, is appropriate and adequate to fulfil the requirements of VWGoA and its Affiliates. 
 9.5 Materials and Equipment. Raw
materials (e.g. powders, foils, cases, etc.) will be purchased by the JV Entity from third party suppliers on terms agreed upon by the JV Entity. VWGoA (or its Affiliates) and QS will use commercially reasonable efforts to source materials and
equipment for the JV Entity through their respective suppliers [***], which VWGoA (or its Affiliates) or QS will offer to the JV Entity on arms-length, favorable terms. The JV Entity shall be entitled (but not obligated) to purchase such
materials and equipment from VWGoA (or its Affiliates) or QS on the terms offered by VWGoA (or its Affiliates) or QS. 

  
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 9.6 Notifications. Any notice, demand, consent, election, offer, approval, request,
or other communication required or permitted under this Agreement must be in writing and shall be deemed duly given or made: (i) when personally delivered to the intended recipient (or an officer of the intended recipient); (ii) on the business
day after the date sent when sent by nationally recognized overnight courier service (but only if sent for “next day” delivery); or (iii) five (5) days after it is sent by registered or certified mail, return receipt requested,
postage prepaid; or (iv) when sent by email, such notice shall be deemed to have been received: (A) on the Business Day so sent, if so sent prior to 4:00 p.m. (based upon the recipient’s time) of the Business Day so sent; and
(B) on the Business Day following the day so sent, if so sent on a non-Business Day or on or after 4:00 p.m. (based upon the recipient’s time) of the Business Day so sent (unless actually received by
the addressee on the day so sent)). Any Notification to be given hereunder by the JV Entity shall be given by any Manager or Officer. A Notification to the JV Entity must be addressed to the Board (as defined in the LLC Agreement) of the Company at
its then principal place of business. Any Notification to be given hereunder to QS, VWGoA or VW Member shall be addressed to the applicable Party at the following address: 

If to QS: 
 Attn: QuantumScape
Corporation 
 1730 Technology Drive 

San Jose, CA 95110 
 Attention:
[***] 
 Email: [***] 
 If to
VWGoA: 
 Volkswagen Group of America, Inc. 

2200 Ferdinand Porsche Dr, Herndon, VA 20171, USA 

Attention: [***] 
 Email: [***]

 and 
 Volkswagen
Aktiengesellschaft 
 Brieffach 011/1233/2 

38436 Wolfsburg, Germany 

Attention: [***] 
 Email: [***]

 If to VW Member: 

Volkswagen Group of America Investments, LLC 

2200 Ferdinand Porsche Dr, Herndon, VA 20171, USA 

Attention: [***] 
 Email: [***]


  
 22 













 and 

Volkswagen Aktiengesellschaft 

Brieffach 011/1233/2 
 38436
Wolfsburg, Germany 
 Attention: [***] 

Email: [***] 
 Any Party may
designate, by Notification to all of the others, substitute addresses or addressees for Notifications; and, thereafter, Notifications are to be directed to those substitute addresses or addressees. 

9.7 Specific Performance. The Parties recognize that irreparable injury will result from a breach of any provision of this Agreement and
that money damages will be inadequate to fully remedy such injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement, any Party who may be injured shall be entitled to seek (in addition to
any other remedies which may be available to that Party) one or more preliminary or permanent orders: (i) restraining and enjoining any act which would constitute a breach; or (ii) compelling the performance of any obligation which, if not
performed, would constitute a breach without the necessity of posting a bond. 
 9.8 Entire Agreement; Amendment; Waiver. This
Agreement, together with the other Transaction Agreements, constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes any and all prior agreements, understandings, negotiations, and discussions of
the Parties, whether oral or written. No amendment or modification of this Agreement shall be binding unless approved in Writing by the Parties. No waiver of any provision of this Agreement shall be binding unless it is approved in Writing by all
Parties for whose benefit such provision was intended. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver
constitute a continuing waiver unless otherwise expressly so provided in Writing. 
 9.9 Applicable Law. This Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of California without regard to conflict of laws, rules or principles. 

9.10 Dispute Resolution. 

(a) Negotiation of Disputes. Subject to Section 9.7, the Parties will attempt in good faith to resolve through
negotiation any dispute, claim or controversy arising out of or relating to this Agreement or any Transaction Agreement. Any Party may initiate negotiations by providing written notice to the other Party, setting forth the subject of the dispute.
The recipient of such notice will respond in Writing within twenty (20) days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of
each Party that is a party to such dispute with full settlement authority will meet at a mutually agreeable time and place within thirty (30) days of the date of the initial notice in order to exchange relevant information and perspectives, and
to attempt to resolve the dispute. Subject to Section 9.7, if the dispute is not resolved by these negotiations within sixty (60) days of the initial written notice, then the matter will be resolved pursuant to
Section 9.10(b). 

  
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 (b) Arbitration. The Parties agree that subject to
Section 9.7, all disputes, claims or controversies arising out of or relating to this Agreement, or any of the Transaction Agreements, which are not resolved pursuant to Section 9.10(a), shall be
determined by arbitration in Washington D.C. before a sole arbitrator, in accordance with the laws of the State of California (except that any disputes, claims or controversies arising out of or relating to the LLC Agreement shall be determined in
accordance with the laws of the State of Delaware) for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the award may be
entered in any court having jurisdiction. The arbitrator will be authorized to apportion its fees and expenses and the reasonable attorney’s fees and expenses of the Parties, as the arbitrator deems appropriate. The Parties agree that this
clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement or the Transaction Agreements, and that this clause shall be grounds for dismissal of any court action commenced with respect to
this Agreement or the Transaction Agreements, other than actions to compel to arbitration, post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with
Section 9.7. 
 9.11 Word Meanings; Headings. In this Agreement, the singular shall include the plural and
the masculine gender shall include the feminine and neuter and vice versa unless the context otherwise requires. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or
the intent of the provisions hereof. 
 9.12 Binding Effect; Inconsistencies with any Transaction Agreement. This Agreement shall be
binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns. Inconsistencies between the terms and conditions of this Agreement and the terms of any Transaction Agreement shall be
resolved in accordance with the terms and conditions of the applicable Transaction Agreement. 
 9.13 No Third-Party Rights. This
Agreement will bind and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Except as expressly provided herein, no rights or obligations of a Party will be assignable and any purported assignments not
so permitted will be void ab initio. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this
Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assign pursuant to this Section 9.13. 

9.14 Interpretation. No provision of this Agreement shall be construed for or against or interpreted to the benefit or disadvantage of
any Party by reason of any Party having or being deemed to have structured or drafted such provision. 
 9.15 Severability. The
provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement will not affect the validity or enforceability of any other of its provisions. If one or more provisions hereof will be declared
invalid or unenforceable, the remaining provisions will remain in full force and effect and will be construed in the broadest possible manner to effectuate the purposes hereof. The Parties further agree to replace such void or unenforceable
provisions of this Agreement with valid and enforceable provisions that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions. 

  
 24 













 9.16 Counterparts. This Agreement may be executed in Writing in two or more
counterparts, each of which shall be binding as of the date first written above, and each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 

9.17 Counsel. Each Party represents and agrees with each other that such Party has been represented by or has had the opportunity to be
represented by independent counsel of such Party’s own choosing, and that such Party has had the full right and opportunity to consult with such Party’s respective attorney(s), that to the extent, if any, that such Party desired, such
Party availed itself of this right and opportunity, that such Party or such Party’s authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such
Party’s respective counsel, that each is fully aware of the contents thereof and its meaning, intent and legal effect, and that such Party or such Party’s authorized officer (as the case may be) is competent to execute this Agreement free
from coercion, duress or undue influence. 
 9.18 Expenses. Each Party will be responsible for their own fees, costs and expenses
related to the negotiation and execution of this Agreement and the Transaction Agreements. 
 9.19 Publicity. Each Party agrees that
they shall not issue any public statement pertaining to transactions contemplated by this Agreement, or any of the Transaction Agreements, or any other planned undertaking hereunder or thereunder, without the consent of the respective other Parties.

 [Signature page follows] 

  
 25 













 IN WITNESS WHEREOF, the Parties hereto have executed this Joint Venture Agreement as of the date
first set forth above. 
  

			
	VOLKSWAGEN GROUP OF AMERICA, INC. 
		
	By:	 	 /s/ Kevin Duke

	Name: Kevin Duke
	Title: Secretary


 [Signature page to Joint Venture Agreement] 












 IN WITNESS WHEREOF, the Parties hereto have executed this Joint Venture Agreement as of the
date first set forth above. 
  

			
	 VOLKSWAGEN GROUP OF AMERICA

INVESTMENTS, LLC 

		
	By:	 	 /s/ Kevin Duke

	Name: Kevin Duke
	Title: VP & Secretary


 [Signature page to Joint Venture Agreement] 












 IN WITNESS WHEREOF, the Parties hereto have executed this Joint Venture Agreement as of the
date first set forth above. 
  

			
	QUANTUMSCAPE CORPORATION 
		
	By:	 	 /s/ Jagdeep Singh

	Name: Jagdeep Singh
	Title: Chief Executive Officer


 [Signature page to Joint Venture Agreement] 












 IN WITNESS WHEREOF, the Parties hereto have executed this Joint Venture Agreement as of the
date first set forth above. 
  

			
	QSV OPERATIONS LLC 
		
	By:	 	 /s/ Michael McCarthy

	Name: Michael McCarthy
	Title: Manager


 [Signature page to Joint Venture Agreement] 












 IN WITNESS WHEREOF, the Parties hereto have executed this Joint Venture Agreement as of the
date first set forth above. 
  

			
	QSV OPERATIONS LLC 
		
	By:	 	 /s/ Jens Wiese

	Name: Jens Wiese
	Title: Manager


 [Signature page to Joint Venture Agreement] 












 Exhibit 1 

[***] 












 Exhibit 2 

Common IP License Agreements 

See attached 












 Exhibit 3 

LLC Agreement 
 See
attached 












 Exhibit 4 

Phase 1 License Agreement 

See attached 












 Exhibit 5 

[***] 
 See attached













 Exhibit 6 

Illustrative Calculation of [***] 

See attached