QUANTUMSCAPE CORPORATION SERIES F CLOSING AGREEMENTSeries 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
