Exhibit 10.25
First Supplement to the Long Term Agreement
THIS FIRST SUPPLEMENT TO THE LONG TERM AGREEMENT (this “First Supplement”) is entered into as of this 20th day of October, 2020 by and between LG Chem, Ltd. (“LGC”) and ARRIVAL Elements B.V. (“Arrival”). LGC and Arrival are referred to collectively as the “Parties”.
WITNESSETH:
WHEREAS, LGC and Arrival are parties to the Product Manufacture and Supply Agreement, dated February 20, 2020 (the “MSA”), under which LGC manufactures and supplies to Arrival, and Arrival purchases from LGC, certain [*]1 lithium-ion battery cells (the “Products”);
WHEREAS, LGC and Arrival are further parties to the Long Term Agreement, dated February 20, 2020 (the “LTA”), which sets forth volume, pricing, and other commercial terms applicable to the Products for calendar years 2020 to 2022; and
WHEREAS, the Parties are hereby entering into this First Supplement to memorialize in writing their understandings and agreements with respect to the purchase and supply of the Products for the calendar year 2021.
NOW, THEREFORE, in consideration of the covenants contained herein, and intending to be legally bound hereby, the Parties agree as follows:
| 1. | Scope. For the purposes of this First Supplement, the Products shall mean [*]. Arrival agrees to purchase from LGC, and LGC agrees to manufacture, supply, and sell to Arrival the Products in accordance with the terms and conditions (including those on warranty) of the MSA and the LTA, as hereby supplemented. |
| 2. | 2021 Volume Commitment and Price. Arrival agrees to purchase from LGC the Products in the places of origin and quantities provided below for each quarter of the calendar year 2021: |
| | | | | | | | | | |
| | | Q1 | | Q2 | | Q3 | | Q4 | | Total |
[*] | | [*] | | [*] | | [*] | | [*] | | [*] |
[*] | | | | [*] | | [*] | | [*] | | [*] |
Total | | [*] | | [*] | | [*] | | [*] | | [*] |
| | a. | The quarterly volume may be adjusted by mutual agreement of the Parties. In the event LGC fails to supply the quarterly volume agreed by the Parties, LGC shall use its best efforts to deliver the quantity it failed to deliver in the following quarter by using all means available. |
| | b. | The applicable prices for the Products are as follows: [*]. |
| | c. | The permitted variance to the foregoing volume is an increase or decrease of [*]. Accordingly, subject to at least five (5) months’ notice prior to the date of delivery, Seller agrees to provide the Products each quarter in the volumes ordered by Arrival up to [*] of the applicable quarterly volumes, and Arrival shall order the Products each quarter in volumes equal to at least [*] of the applicable quarterly volumes, plus the volumes in any variance Arrival elects to purchase. |
| 1 | Certain portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. This information is not material and would likely cause competitive harm to the registrant if publicly disclosed. “[*]” indicates that information has been redacted. |
