EX-10.22





 Exhibit 10.22 

Execution 
 FIRST AMENDMENT TO

 AMENDED AND RESTATED JOINT VENTURE AGREEMENT 

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). 

WHEREAS, on May 14, 2020, the Parties entered into an amended and restated joint venture agreement with respect to the JV Entity
(the “JVA”). 
 WHEREAS, the Parties now wish to amend Section 3.1.1 of the JVA as set forth in this Amendment.

 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, 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.    Restatement of Section 3.1.1. Section 3.1.1 of the JVA shall be amended and restated
in its entirety 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 June 30, 2021.” 
 2.    Effectiveness. This Amendment shall become effective on the
Effective Date. 
 3.    Absence of other changes. Except to the extent expressly modified by this Amendment, all
other terms of the JVA shall remain unaffected and in full force and effect. 
 4.    Representations and
Warranties. Each Party represents and warrants to the other Parties that: (i) it is authorized to enter into this Amendment; (ii) it has the right to carry out all of its respective obligations under this Amendment; (iii) this
Amendment, 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 this Amendment; and (v) the execution, delivery and performance by the Party under this Amendment will not violate any statute, rule or regulation applicable to it, or any
order, writ, judgment, injunction, or decree of any court, governmental, or regulatory authority, or arbitrator to which such Party is subject. 

5.    Miscellaneous. Sections 9.6, 9.8 – 9.11, and 9.13 – 9.18 of the JVA shall apply to this
Amendment mutatis mutandis. 
 [Signature page follows] 












 Execution 

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

 

			
	VOLKSWAGEN GROUP OF AMERICA, INC.


 
			
		
	By:	 	 /s/ Kevin Duke

	Name:	 	Kevin Duke
	Title:	 	Secretary














 Execution 

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

 

			
	 VOLKSWAGEN GROUP OF AMERICA

INVESTMENTS, LLC



 
			
		
	By:	 	 /s/ Kevin Duke

	Name:	 	Kevin Duke
	Title:	 	VP & Secretary














 Execution 

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

 

			
	 QUANTUMSCAPE CORPORATION

		
	By:	 	 /s/ Michael McCarthy

	Name:	 	Michael McCarthy
	Title:	 	Chief Legal Officer and Head of Corporate Development














 Execution 

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

 

			
	QSV OPERATIONS LLC
		
	By:	 	 /s/ Frank Blome

	Name:	 	Frank Blome
	Title:	 	QSV Board member
		
	By:	 	  

	Name:	 	Jens Wiese
	Title:	 	QSV Board member
		
	By:	 	  

	Name:	 	Howard Lukens
	Title:	 	QSV Board member
		
	By:	 	  

	Name:	 	Mike McCarthy
	Title:	 	QSV Board member














 Execution 

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

 

			
	QSV OPERATIONS LLC
		
	By:	 	  

	Name:	 	Frank Blome
	Title:	 	QSV Board member
		
	By:	 	 /s/ Jens Wiese

	Name:	 	Jens Wiese
	Title:	 	QSV Board member
		
	By:	 	  

	Name:	 	Howard Lukens
	Title:	 	QSV Board member
		
	By:	 	  

	Name:	 	Mike McCarthy
	Title:	 	QSV Board member














 Execution 

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

 

			
	 QSV OPERATIONS LLC

		
	By:	 	 /s/ Howard Lukens

	Name:	 	Howard Lukens
	Title:	 	Manager














 Execution 

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

 

			
	 QSV OPERATIONS LLC

		
	By:	 	 /s/ Michael McCarthy

	Name:	 	Michael McCarthy
	Title:	 	Manager