Volkswagen Group of America Investments, LLC Sample Contracts

December 7, 2020
Volkswagen Group of America Investments, LLC • December 7th, 2020 • Miscellaneous electrical machinery, equipment & supplies

This letter agreement amends and supersedes that certain letter agreement dated September 2, 2020, regarding board designees, by and among the Company, the Subsidiary and VWGoAI. In consideration of the mutual promises and covenants set forth herein and in the Support Agreement, the Company, the Subsidiary and VWGoAI (collectively, the “Parties”) hereby agree as follows:

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JOINT FILING AGREEMENT
Joint Filing Agreement • December 7th, 2020 • Volkswagen Group of America Investments, LLC • Miscellaneous electrical machinery, equipment & supplies

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of QuantumScape Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 7th day of December, 2020.

QUANTUMSCAPE CORPORATION SERIES F CLOSING AGREEMENT
Series F Closing Agreement • April 1st, 2021 • Volkswagen Group of America Investments, LLC • Miscellaneous electrical machinery, equipment & supplies • California

This Series F Closing Agreement (this “Closing Agreement”) is made as of March 30, 2021, by and among QuantumScape Corporation, a Delaware corporation (the “Company”), QuantumScape Battery, Inc. (f/k/a QuantumScape Subsidiary, Inc.), a Delaware corporation (“QuantumScape Battery”), and Volkswagen Group of America Investments, LLC, a Delaware limited liability company (the “Investor”). As set forth in further detail below, this Closing Agreement amends the Series F Preferred Stock Purchase Agreement dated as of May 14, 2020 (as amended, the “Purchase Agreement”), by and between QuantumScape Battery, and the Investor, as amended by Amendment No. 1 to Series F Preferred Stock Purchase Agreement, dated as of September 3, 2020, by and among the Company, QuantumScape Battery, and the Investor pursuant to which, among other things, the Company became a party to the Purchase Agreement. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Purchase

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