EX-10.1


   

  Exhibit 10.1

   

  Volkswagen Group of America, Inc.
Volkswagen Group of America Investments, LLC

  	 

  December 17, 2021

   

  QuantumScape Battery, Inc.
1730 Technology Drive

  San Jose, CA 95110

  Attn: Jagdeep Singh, CEO

   

  Dear Mr. Singh:

   

  Reference is made (i) to the Amended and Restated Joint Venture Agreement, dated May 14, 2020, by and among Volkswagen Group of America, Inc., a New Jersey corporation (“VWGoA”), Volkswagen Group of America Investments, LLC, a Delaware limited liability company, an affiliate of VWGoA and designated member in the JV Entity (“VW Member”), QuantumScape Battery, Inc. (f/k/a QuantumScape Corporation), a Delaware corporation (“QS”), and QSV Operations LLC, a Delaware limited liability company (the “JV Entity”), as amended by that certain First Amendment to Amended and Restated Joint Venture Agreement, dated September 21, 2020, by and among the same parties (the Amended and Restated Joint Venture Agreement as amended by the First Amendment to Amended and Restated Joint Venture Agreement, the “JV Agreement”), and (ii) that certain letter agreement by and among VWGoA, VWGoAI, QS and the JV Entity, dated May 13 2021 (the “Original Letter Agreement”).  VWGoA, VW Member, QS and the JV Entity are collectively referred to as the “Parties,” and any capitalized terms used herein without definition have the meanings set forth in the JV Agreement.

   

  This letter confirms the agreement amongst the Parties of the following, notwithstanding anything in the JV Agreement to the contrary:

   

  (a)Subject to section (c) below, the Parties currently contemplate locating the Phase 1 Pilot Line in either Salzgitter, Germany or some other location in or around Germany; 


   

  (b)The Parties intend for the Phase 1 Pilot Line (currently with a planned 1 GWh of capacity) to be scalable to the Phase 2 Gigafactory (currently with a planned 20 GWh of capacity) at the same location, provided that the final decision for or against any such scaling remains reserved; 


   

  (c)The final determination of the location of the Phase 1 Pilot Line shall be made by VWGoA in its sole discretion no later than September 30, 2022 based on an analysis by VWGoA of the operational costs, government incentives and other relevant considerations, and Section 3.1.1 of the JV Agreement is hereby amended accordingly; 


   

  (d)To the extent anything in this letter conflicts with any provision in the JV Agreement, this letter shall prevail, and except as may be amended hereby, the JV Agreement shall remain in full force and effect; 


   

  (e)The Original Letter Agreement shall be amended and restated in its entirety by this letter agreement, effective immediately; and


   

   

  

  
Execution Version

  (f)Sections 9.6, 9.8 – 9.11, and 9.13 – 9.18 of the JV Agreement shall apply to this letter agreement mutatis mutandis.


   

  Please confirm your acceptance and agreement of the matters set forth in this letter by executing in the space provided on the signature pages hereto. 

   

  Thank you.

   

  [Signature Page Follows]

   

   

   

  Page 2

   

  

  
Execution Version

   

  Sincerely,

 

  Volkswagen Group of America, Inc. 

    

    

  By: /s/ Kevin Duke                                                 
Name: Kevin Duke 
Title: Secretary

    

   

  Volkswagen Group of America

  INVESTMENTS, LLC 

    

    

  By: /s/ Kevin Duke                                                 
Name: Kevin Duke
Title: VP & Secretary

    

  Accepted and Agreed:

    

  QUANTUMSCAPE BATTERY, INC.

  
 

  By: /s/ Michael McCarthy                                 
Name: Michael McCarthy
Title: Chief Legal Officer

    

   

  QSV OPERATIONS LLC

    

    

  By: /s/ Michael McCarthy                                 
Name: Michael McCarthy
Title: Manager
Title:

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