SERIES F CLOSING AGREEMENT
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 Agreement.
The Purchase Agreement, as amended, provided that the Investor would invest approximately $200,000,000 to purchase Class A Common Stock of the Company, such investment to be made in two equal closings. The First Closing was held on December 1, 2020. The Investors obligation to complete the Second Closing was contingent upon the Company satisfying a technical milestone set forth in Section 7.2 of the Purchase Agreement.
The Investor has confirmed to its satisfaction that the Company has met the technical milestone set forth in Section 7.2 of the Purchase Agreement. The Company and the Investor wish to complete the Second Closing as soon as permitted under applicable law.
Under the Hart-Scott-Rodino Antitrust Improvements Act (HSR), the parties may not complete the transaction until notifications of the proposed increase in the Investors equity holding in the Company have been filed with the applicable authorities by the Company and the Investor, and the HSR waiting period has expired or been terminated early or clearance under applicable Antitrust Laws has been received. The parties filed the aforementioned HSR notifications on March 24, 2021 (the HSR Filing).
The Company and the Investor wish to amend the Purchase Agreement, among other things, to extend the Second Closing End Date and to provide that the Second Closing will be held promptly after expiration or termination of the HSR waiting period or receipt of any clearance under applicable Antitrust Laws.
NOW, THEREFORE, the Company and the Investor agree as follows:
1. Amendment of Second Closing End Date. Section 2.5 of the Purchase Agreement is hereby amended to change the definition of Second Closing End Date in such section to read as follows:
Second Closing End Date shall mean the earlier of (i) the tenth (10th) Business Day following the date of expiration or early termination of the HSR waiting period or receipt of any clearance under applicable Antitrust Laws and (ii) June 30, 2021.
2. Acknowledgment of Fulfillment of General Closing Conditions. The Investor acknowledges receipt of the Officers Certificate, good-standing certificates, Secretarys Certificate and legal opinion required