Exhibit 10.1
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.
Volkswagen Group of America Investments, LLC
May 26, 2023
QuantumScape Battery, Inc.
1730 Technology Drive
San Jose, CA 95110
Attn: Jagdeep Singh, CEO
Dear Mr. Singh:
Reference is made to that certain Limited Liability Company Agreement dated as of September 11, 2018, as amended and restated by that certain Amended and Restated Limited Liability Company Agreement dated as of May 14, 2020, as further amended by that certain letter agreement dated July 28, 2022 (collectively, the “LLC Agreement”), by and between QuantumScape Battery, Inc. (f/k/a QuantumScape Corporation), a Delaware corporation (“QS”) and Volkswagen Group of America Investments, LLC, a Delaware limited liability company (“VW Member”). VW Member and QS are collectively referred to as the “Parties”.
In consideration of the mutual promises contained herein, the Parties agree as follows:
“QS Member Call Right Trigger” shall be deemed to have occurred if the Phase 1 Trigger is not completed by October 31, 2024, provided, however, that QS must reasonably consult with VW for at least ten (10) Business Days prior to exercising it rights pursuant to the QS Member Call Right Trigger.
“VW Member Put Right Trigger” shall mean the occurrence of any one of the following events:
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For the avoidance of doubt, the rights of VWGoA and its Affiliates under Section 4.3 of the JVA shall survive the exercise of a VW Member Put Right Trigger under paragraphs (iv) and (vi).
[signature page follows]
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Sincerely,
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
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