Convertible Promissory Note Purchase Agreement, dated as of June 25, 2024, between Rivian Automotive, Inc. and Volkswagen International America Inc

Exhibit 4.1

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

Effective Date: June 25, 2024

This convertible promissory note purchase agreement, dated as of the Effective Date (this “Agreement”), is entered into by and between Rivian Automotive, Inc., a Delaware corporation (the “Company”) and Volkswagen International America Inc., a Delaware corporation (“Investor”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Note (as defined below).

RECITALS

WHEREAS, the Company has authorized the sale and issuance of a senior convertible promissory note substantially in the form attached hereto as Exhibit A (the “Note”), in an aggregate principal amount not in excess of $1,000,000,000, pursuant to the terms and conditions of this Agreement.

WHEREAS, Investor desires to purchase from the Company, and the Company desires to issue and sell to Investor, the Note on the terms and conditions set forth in this Agreement.

WHEREAS, the Company and Investor have agreed to the automatic conversion of the principal amount of the Note into shares of the Company’s Class A common stock, $0.001 par value per share (the “Common Stock”) on the terms and conditions set forth in the Note and this Agreement.

NOW THEREFORE, in consideration of the foregoing, and the representations, warranties and conditions set forth below, the Company and Investor, intending to be legally bound, hereby agree as follows:

Subject to the terms and conditions of this Agreement, Investor agrees to purchase and the Company agrees to sell and issue to Investor a Note with a principal amount equal to $1,000,000,000 (the “Offering Amount”) at the Closing (as defined below).

The purchase and sale of the Note (the “Closing”) shall take place on the Closing Date at the offices of Linklaters LLP, 1290 Avenue of the Americas, New York, New York 10104, or otherwise remotely via an exchange of electronic copies of documents and signatures, subject to the satisfaction or waiver of the conditions precedent to the Closing set forth in Section 1.3 below as of the Closing Date. The “Closing Date” shall mean the second business day after the conditions precedent to the Closing set forth in Section 1.3 below have been satisfied or waived, or such other date that the Company and Investor may agree upon in writing.

On the Closing Date, the Company shall deliver to Investor the duly executed Note with a principal amount equal to the Offering Amount against payment of a purchase price equal to the Offering Amount (the “Purchase Price”). The Purchase Price shall be paid on the Closing Date by or on behalf of Investor by wire transfer of immediately available funds for the account of the Company to account number [***].

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The obligations of the Company and Investor to consummate the transactions contemplated under this Agreement are subject to the satisfaction, on the Closing Date, of the following conditions:

Subject to the terms and conditions of the Note and the satisfaction of the Conversion Conditions (as defined below), the outstanding principal amount of the Note plus any accrued and unpaid interest thereon (the “Outstanding Amount”) shall automatically be converted into a number of shares of Common Stock (the “Conversion Shares”) upon the satisfaction of the Conversion Conditions (as defined below). The date on which the Outstanding Amount shall automatically convert into the Conversion Shares (the “Conversion”) shall be referred to as the “Conversion Date.” This Note shall not otherwise be convertible, except pursuant to Section 2.6 of the Note.

The Conversion is subject to the satisfaction of the following conditions (collectively, the “Conversion Conditions”):

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The Company and Investor shall each use their commercially reasonable efforts to obtain the required approvals, consents, actions or nonactions, and/or the expiration or termination of applicable waiting periods under the HSR Act and GWB with respect to the Agreement, including using commercially reasonable efforts to make an appropriate response as promptly as reasonably practicable to any requests for additional information or documents by such government regulator.

The Company and Investor shall cooperate with one another in connection with any such filing and in connection with resolving any investigation or other inquiry of any government regulator to achieve the satisfaction of the Conversion Conditions as soon as practicable after the Effective Date. The Company and Investor shall jointly determine and direct the strategy and process by which the parties will seek required approvals. To the extent not prohibited by law, the Company and Investor each shall furnish to the other party information reasonably required to resolve and respond to any such investigation, shall give each other reasonable prior notice of any communication with any government regulator and permit representatives of the other party to attend any such meeting or teleconference, and shall provide reasonable opportunity to review in advance and comment on drafts of filings and submissions.

For the avoidance of doubt, neither the Company nor Investor shall be obliged to accept any remedies (i.e., conditions, obligations or other requirements, including, but not limited to any requirement to sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of its business, conduct, restrict operate, invest or otherwise change the assets, business or portions of its business in any manner, or impose any restriction, requirement or limitation on the operation its business or portion of its business) to which the consents, approvals, orders and authorizations set out in Sections 2.2.1 and 2.2.2 of this Agreement are subject, and any such non-acceptance shall not constitute a breach of their obligations set forth in this Section 2.2; provided, however, that any contemplated or proposed remedies notwithstanding, each of the Company and Investor shall use their commercially reasonable efforts to achieve the satisfaction of the Conversion Conditions as soon as practicable after the Effective Date.

The Company hereby represents and warrants to Investor that all of the following statements are true and complete as of the Effective Date and will be true and complete as of the Closing Date as though made on such Closing Date:

The Company (i) has been duly incorporated, is validly existing as a corporation and in good standing under the laws of the State of Delaware; (ii) has the corporate power and authority to own or lease its property and carry on its business as now conducted; and (iii) is duly qualified to transact business and is in good standing in each jurisdiction (to the extent the concept of good standing or

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an equivalent concept is applicable in such jurisdiction) in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified would not reasonably be expected to have a material adverse effect on the business, prospects, properties, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries (together, the “Group” and each, a “Group Company”), taken as a whole, or on the Company’s ability to perform its obligations under this Agreement (a “Material Adverse Effect”).

The execution, delivery by the Company of and the performance by the Company of its obligations under this Agreement and the consummation of the transactions contemplated hereby, including delivery of the Conversion Shares (other than any shareholder meeting and approval as may be required pursuant to Section 2.2.2 of the Note), have been duly authorized by all necessary actions on the part of the Company.

This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated thereby, including delivery of the Conversion Shares, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (a) any law, rule, judgment, injunction, order, regulation or decree to which the Company is subject or by which any property or asset of the Company is bound (“Applicable Law”), (b) any agreement or other instrument binding upon any Group Company (collectively, the “Contracts” and each, a “Contract”), (c) any of the terms and provisions of the certificate of incorporation or bylaws of the Company (collectively, the “Constitutional Documents”) or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over any Group Company, except in the case of clauses (a), (b) and (d), such as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

The Company has timely filed or furnished all reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the “SEC”) required to be filed or furnished by the Company (the “SEC Documents”) since January 1, 2022. As of their respective dates of filing, (i) the SEC Documents complied as to form in all material respects with the requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (ii) except to the extent amended or superseded by a subsequent filing with the SEC, none of the SEC Documents contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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All consents, approvals, authorizations and orders of, and qualifications with, any governmental body, agency or court required on the part of the Company in connection with the execution, delivery or performance of this Agreement, including delivery of the Conversion Shares, (other than those necessary to satisfy the Conversion Conditions, as applicable) have been obtained or made.

All issued and outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and non-assessable, and conform in all material respects to the description thereof in the Company’s most recent SEC Documents. The Company shall at all times keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the Conversion of the Note into Conversion Shares, such number of shares of Common Stock as shall be sufficient to effect the Conversion of the Note into Conversion Shares in accordance with the terms of this Agreement; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the Conversion of the Note into Conversion Shares in accordance with the terms of this Agreement, without limitation of such other remedies as shall be available to Investor, the Company will use its best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

There are no legal or governmental proceedings pending or, to the Company’s knowledge, threatened to which any Group Company is a party or to which any of the properties of the Group is subject other than proceedings (i) accurately described in the Company’s SEC Documents or (ii) as set forth on Schedule 3.8, that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Group is not subject to any material notice, court decision, agency guideline, order, writ, injunction, award, judgment or decree of any federal, state, local or foreign government, any court of competent jurisdiction or any administrative, regulatory (including any stock exchange) or other governmental agency, commission or authority which would reasonably be expected to have a Material Adverse Effect.

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Since March 31, 2024, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect.

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Each Group Company possesses all certificates, authorizations and permits (collectively, “Permits” and each, a “Permit”) issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess any such certificate, authorization or permit would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and no Group Company has received any notice of proceedings relating to the revocation or modification of any Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except as described in the SEC Documents.

Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, none of the Group Companies is in material breach of or default under any Contract, and, to the Group’s knowledge, no other party is in a material breach of or default under any such Contract, except as described in the SEC Documents.

Each Group Company has good and marketable title to all real property and personal property owned by it that is material to the business of the Group, taken as a whole, in each case free and clear of all liens, encumbrances or defects, except such as are described in the SEC Documents or those that would not be reasonably likely to result in a Material Adverse Effect. Any real property and buildings held under lease by the Group are held by each Group Company under valid, subsisting and, to the Company’s knowledge, enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Group, taken as a whole.

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The Group has conducted and is conducting its business in material compliance with all Applicable Law except to the extent that any such non-compliance would not reasonably be expected to have a Material Adverse Effect.

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The operations of the Group are and have been conducted at all times in material compliance with all applicable financial record-keeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Group conducts business and the applicable rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency with jurisdiction over any Group Company (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Group Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

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Each Group Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are, in the Company’s reasonable judgment, prudent and customary in the businesses in which the Group is engaged, taken as a whole; no Group Company has been refused any insurance coverage sought or applied for; and no Group Company has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

The Group is, and after giving effect to the transactions contemplated hereby, will be Solvent (as defined below).

For purposes of this Section 3.20, “Solvent” means, with respect to the Group, (a) the fair value and the present saleable value of any and all property of the Group is greater than the probable liability on existing debts of the Group as they become absolute and mature, (b) the Group is able to pay its debts (including contingent and subordinated liabilities) as they become absolute and mature, (c) the Group does not intend to, nor believes that it will, incur debts that would be beyond its ability to pay as such debts mature and (d) the Group is not engaged in businesses or transactions, nor about to engage in businesses or transactions, for which any property remaining would constitute unreasonably small capital. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

Except as set forth on Schedule 3.21, there is no broker, investment banker, financial advisor or other intermediary that has been retained by or is authorized to act on behalf of the Company that is entitled to any broker’s, finder’s, financial advisor’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

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The Company has exercised reasonable care, in accordance with SEC rules and guidance, to determine whether any Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act.

For purposes of this Section 3.22, “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including the Company; any predecessor or affiliate of the Company; any director, executive officer, other officer participating in the offering, general partner or managing member of the Company; any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the Closing Date; and any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Note (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any Solicitor.

Investor hereby represents and warrants to Company that all of the following statements are true and complete as of the Effective Date and that such statements will be true and complete as of the Closing Date as though made on such Closing Date:

Investor has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery by the Investor of and the performance by the Investor of its obligations under this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions on the part of the Investor. This Agreement constitutes a valid and binding obligation of Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

Investor’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) result in a breach or violation of any of the terms and provisions of, or constitute a default under, any law, rule, judgment, injunction, order, regulation or decree to which the Investor is subject or by which any property or asset of the Investor is bound, (b) the organizational documents of Investor, (c) any agreement or other instrument binding upon Investor that is material to Investor and its subsidiaries, taken as a whole, or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Investor, except in the case of clauses (a), (c) and (d), such as would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Investor’s ability to perform its obligation under this Agreement.

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Investor understands that the Company intends for Note and the Conversion Shares to be offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and the Company is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to purchase the Note and acquire the Conversion Shares. Investor is making this investment and is purchasing the Note for Investor’s own account as a principal, and not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part. Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act.

Investor understands and agrees that until the Conversion Shares issuable to Investor are registered or transferred pursuant to the provisions of Rule 144 under the Securities Act (“Rule 144”), the certificates representing such shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

Investor acknowledges that no private placement memorandum or similar offering documents have been prepared or distributed in connection with this Agreement, but in lieu thereof Investor has had access to the SEC Documents. Investor has relied on the information contained therein and in such other documents as Investor has elected to review, and has not relied upon any oral representations or been furnished any other offering literature or written information, except other information (if any) provided by the Company on Investor’s request. Investor has been provided with an adequate opportunity to ask questions of the Company’s management and to review any documents that Investor deems material.

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Except as set forth on Schedule 4.6, there is no broker, investment banker, financial advisor or other intermediary that has been retained by or is authorized to act on behalf of Investor that is entitled to any broker’s, finder’s, financial advisor’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Investor.

With a view to making available to Investor the benefits of certain rules and regulations of the SEC which may permit the resale of Conversion Shares, where such Conversion Shares are not covered by a Demand Registration pursuant to the terms of the Note, to the public without registration, the Company shall:

Investor agrees that so long as it owns ten percent (10%) or more of the outstanding shares of Common Stock, it will comply with all requirements under Rule 144 as if it is an affiliate of the Company in connection with all resales of shares of Common Stock under Rule 144, including without limitation: (i) the manner of sale provision set forth in paragraph (f) of Rule 144 and (ii) the volume limitations set forth in paragraph (e) of Rule 144.

During the period beginning on the Effective Date and ending on the later of the Conversion Date or the date on which the Note is no longer outstanding, except as (x) specifically consented in writing by Investor (which consent may not be unreasonably withheld) or (y) set forth on Schedule 7.1(a) hereto, the Company shall carry on its business in the ordinary course of business, consistent with past practice and in material compliance with Applicable Law (including using its best efforts to maintain compliance with the continuing listing requirements of the Nasdaq Global Select Market).

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During the period beginning on the Closing Date and ending on the Conversion Date, Investor, at its option, may accelerate payment of the Outstanding Amount, causing the same to become immediately due and payable, upon written notice to the Company, but without further demand, notice or other action by Investor, if the Company:

For purposes of this Section 7.1 and the Note, “Permitted Holders” shall mean, (x) the holder(s) of outstanding capital stock of the Company as of the Effective Date that are identified on Schedule 7.1(b) and their affiliates and (y) the entity identified on Schedule 7.1(c) that manages funds and accounts that own outstanding capital stock of the Company as of the Effective Date (it being understood that such entity shall only be a Permitted Holder with respect to funds or accounts for which it has sole decision making control as to investments).

Investor agrees that, from the Effective Date and so long as Investor beneficially owns (or holds securities convertible into) 5% or more of the Company’s outstanding Common Stock (the “Clear Market Period”) for any transfer of shares of Common Stock that exceeds 25% of the average daily trading volume of the Common Stock of the Company on Nasdaq Global Select Market over the thirty (30) trading day period ending on the trading day immediately prior to such trading date, to conduct such transfer as, (i) an underwritten registered offering of shares of Common Stock or (ii) a block trade or other disposition through a market participant designated by the Company. Notwithstanding the foregoing, this Section 8.1 will not preclude (x) sales pursuant to a bona fide third party tender offer for all outstanding shares of Common Stock, merger, consolidation or similar transaction made to all holders of the Company’s securities involving a Change of Control of the Company (including the entering into any lock-up, voting or similar agreement pursuant to which the Investor may agree to transfer, sell, tender or otherwise dispose of shares of Common Stock or other such securities in connection with such transaction, or vote any shares of Common Stock or such other securities in favor of such transaction) or (y) sales made pursuant to privately negotiated transactions with third parties.

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For purposes of this Section 8.2.4, “Investor Affiliated Fund” means any entity commonly referred to as a venture capital or private equity fund in which (x)(i) Investor or any of its affiliates participates as a limited partner or (ii) the general partner or investment manager is fully or partially owned or controlled by Investor or any of its affiliates and (y) neither Investor nor any of its affiliates has the sole power to direct the acquisition or disposition of investments or assets.

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Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement or the Note shall be in writing and in English, and shall be conclusively deemed to have been duly given (a) when hand-delivered, upon delivery; (b) when sent by facsimile or electronic mail, upon receipt of confirmation of error-free transmission; or (c) two (2) business days after being deposited with an overnight courier service of recognized international standing, provided that the sending party receives a confirmation of delivery from the delivery service provider.

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All notices or other communications required or permitted under this Agreement and the Note shall be in writing and mailed, emailed or delivered to each party at the addresses indicated below:

INVESTOR

Volkswagen International America Inc.

c/o The Corporation Trust Company

[***]

Attention: [***]

Email: [***]

with a copy to (which shall not constitute notice):

Volkswagen AG

[***]

Attention: [***]

Email: [***]

Linklaters LLP

1290 Avenue of the Americas

New York, NY 10104

Attention: Jeffrey Cohen; Burc Ozcelik

Email: ***@***; ***@***

COMPANY

Rivian Automotive, Inc.

14600 Myford Road

Irvine, California 92606

Attention: Michael Callahan

Email: ***@***

with a copy to (which shall not constitute notice):

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention: Tad Freese; Salvatore Vanchieri

Email: ***@***; ***@***

Any such notice shall be deemed given on the date received, except any notice received after 5:30 p.m. (in the time zone of the receiving party) on a business day or received on a non-business day shall be deemed to have been received on the next business day. A party may add, delete, or change the person or address to which notices should be sent at any time upon written notice delivered to the other Parties in accordance with this Section 10.1.

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The rights and obligations of the Company and Investor under this Agreement will bind and benefit their respective successors and assigns. Neither this Agreement nor any rights, interests or obligations hereunder may be assigned or otherwise transferred by either the Company or Investor, by operation of law or otherwise, in whole or in part, without the other’s prior written consent. Notwithstanding the foregoing, no consent of the Company is required for an assignment or transfer by Investor of this Note or the Conversion Shares, in whole or in part, to (i) an affiliate of Investor or (ii) a successor-in-interest of Investor by reason of merger or consolidation or sale of all or substantially all of the assets of Investor relating to the subject matter of this Note; provided that following such transfer, the transferee shall be deemed an “Investor” for all purposes under this Agreement, including all rights and obligations associated therewith.

No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in writing and signed by a duly authorized officer of each party hereto. Delay or failure to exercise any right may not be construed as waiver of such or any other right, nor will a waiver of a breach or provision constitute a continuing waiver or a waiver of any other breach or provision.

If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

This Agreement together with the Note constitute and contain the entire agreement between the Company and Investor and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.

This Agreement shall be governed by the laws of New York, without regard to its principles of conflicts of law.

Each of the parties: (a) submits to the jurisdiction of any court of the United States located in the State of New York (or, if any such court of the United States located in the State of New York declines to accept jurisdiction over a particular matter, any state court located in the State of New York) in any legal suit, action or proceeding arising out of or relating to this Agreement; (b) agrees that all claims in respect of the action or proceeding shall be heard or determined in such court; and (c) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending

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or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10.1. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law, statute, rule or regulation. To the extent provided by any law, statute, rule or regulation, should either party, after being so served, fail to appear or answer to any summons, complaint, process or papers so served within the number of days prescribed by law after the mailing thereof, such party shall be deemed in default and an order or judgment may be entered by the court against such party as demanded or prayed for in such summons, complaint, process or papers.

THE PARTIES TO THIS AGREEMENT WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT, OR THE MATTERS COVERED BY THIS AGREEMENT AND HEREBY AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS AGREEMENT AND ACKNOWLEDGE THAT THEY WOULD NOT ENTER INTO THIS AGREEMENT IF THIS SECTION WERE NOT PART OF THIS AGREEMENT.

The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or equity without the necessity of demonstrating the inadequacy of monetary damages.

In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party such reasonable fees and expenses of attorneys and accountants, which shall include all fees, costs and expenses of appeals.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

The Company and Investor are each liable for, and will pay, their own expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, including, without limitation, attorneys’ and consultants’ fees and expenses in connection with the foregoing.

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All headings used herein are used for convenience only and shall not be used to construe or interpret this Agreement. All references in this Agreement to sections shall, unless otherwise provided, refer to sections hereof. If any provision or portion of this Agreement is determined to be invalid or unenforceable, this Agreement will automatically be amended to substitute, for the invalid or unenforceable provisions, new enforceable provisions which most closely approximate the intent and economic effect of the invalid provisions, and the remaining provisions will, as so amended, continue in full force and effect. No representation, warranty or disclosure given by Company in connection with this Agreement or this transaction (including representations, warranties or disclosures set forth in any related document) will be affected by any investigation or lack of investigation by Investor. This Agreement shall not be interpreted for or against Investor or Company on the basis of which party’s counsel prepared such documents.

[Signatures on Following Page]

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IN WITNESS WHEREOF, the Company and Investor have caused this Note Purchase Agreement to be signed in their name, by their duly authorized representative, as of the date set forth above.

A-1

EXHIBIT A

FORM OF SENIOR CONVERTIBLE PROMISSORY NOTE

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

RIVIAN AUTOMOTIVE, INC.

SENIOR CONVERTIBLE PROMISSORY NOTE

For value received, Rivian Automotive, Inc., a Delaware corporation (the “Company”), hereby promises to pay to Volkswagen International America Inc., a Delaware corporation (“Investor”), or its registered assigns, in lawful money of the United States of America the principal amount of one billion and no/100 ($1,000,000,000) (the “Principal Amount”), plus any accrued Interest (as defined below). This senior convertible promissory note (this “Note”) is being issued pursuant to terms of that certain convertible promissory note purchase agreement by and between the Company and Investor dated as of June 25, 2024 (the “Note Purchase Agreement”). This Note is subject to the following terms and conditions.

Unless earlier converted pursuant to Section 2, the Outstanding Amount (as defined below) shall mature on and become immediately due and payable in full on June __, 2026 (the “Maturity Date”).

Non-compounding interest on the Principal Amount shall accrue at the rate of 4.75% per annum (“Interest”). Interest shall be calculated based on a three hundred sixty-five (365) day year and charged for the actual number of days elapsed Interest shall accrue commencing upon the date hereof and shall continue until this Note is paid in full or converted pursuant to the terms hereof. The Company shall have the option to pay Investor all accrued Interest in cash on a semiannual basis on June 15 and December 15 of each year (each, an “Interest Payment Date”) commencing on December 15, 2024 and continuing up to the earliest of the Maturity Date, the Conversion Date or such other date on which the Note is repaid in accordance with the terms hereof. For the avoidance of doubt, to the extent Company elects not to pay Investor accrued Interest in cash on an Interest Payment Date, such accrued Interest shall be included in the Outstanding Amount (as defined below) to be converted into Conversion Shares (as defined below) pursuant to Section 2.

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The Company shall not have the right to prepay, redeem or otherwise acquire, in whole or in part, this Note at any time except:

For purposes of this Section 1.3.3, “Change of Control” means (i) any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a Permitted Holder (as defined in the Note Purchase Agreement), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Board, (ii) any reorganization, merger or consolidation of the Company in connection with which all of the Company’s Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive other securities, cash or other property, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company and any “person” or group” (as defined in clause (i)) is or becomes the “beneficial owner” (as defined in clause (i)) of more than 50% of the outstanding voting securities of the transferee in such sale, lease or disposition of assets, as the case may be. Notwithstanding the above, a financing or reincorporation transaction solely for purposes of changing the Company’s state of incorporation shall not be deemed a Change of Control.

All payments shall be made in immediately available funds without setoff, counterclaim or other deduction of any nature whatsoever.

The Company and Investor agree that this Note is a senior unsecured obligation of the Company ranking pari passu in right of payment with all other senior unsecured obligations of the Company.

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Upon the later of (x) December 1, 2024 and (y) the satisfaction of the Conversion Conditions (as defined in the Note Purchase Agreement) (the later of clauses (x) and (y), the “Conversion Condition Satisfaction Date”), the Principal Amount plus any accrued and unpaid Interest (collectively, the “Outstanding Amount”) shall automatically be converted into a number of shares of the Company’s Class A common stock, $0.001 par value per share (the “Conversion Shares”) to be determined in accordance with Section 2.2 hereof. The date on which the Outstanding Amount shall automatically convert into the Conversion Shares (the “Conversion”) shall be referred to as the “Conversion Date.”

The total number of Conversion Shares to be issued pursuant to the Conversion shall be the lesser of:

To the extent the total number of Conversion Shares that would have been issuable pursuant to Section 2.2.1 above is greater than the number of Capped Conversion Shares (such number of Conversion Shares in excess of the Capped Conversion Shares, the “Excess Conversion Shares”), then the Company shall issue the Capped Conversion Shares to Investor and, unless each of the Company and Investor mutually agree otherwise (i) the portion of the Note attributable to the Excess Conversion Shares shall remain outstanding and otherwise subject to the terms of the Note and (ii) the Company shall use commercially reasonable efforts to hold a special shareholder meeting seeking shareholder approval in respect of the issuance of the Excess Conversion Shares to Investor; provided that if such shareholder approval is not obtained within sixty (60) days after the Conversion Date, the Investor may elect by written notice to the Company to require the Company to instead pay in cash to Investor an amount equal to the product of (x) the Part Two Conversion Price and (y) the number of Excess Conversion Shares.

The “Part One Conversion Price” shall mean the arithmetic average of the Daily VWAP for the thirty (30) trading days prior to but not including the Effective Date.

The “Part Two Conversion Price” shall mean the arithmetic average of the Daily VWAP for the forty-five (45) trading days prior to but not including the Conversion Condition Satisfaction Date. The Part One Conversion Price and the Part Two Conversion Price shall be referred to collectively as the “Conversion Price.”

For purposes of this Section 2.2, “Daily VWAP” means the volume-weighted average price per Share as displayed under the heading “Bloomberg VWAP” on the Bloomberg page of the Company (or, if such page is not available, its equivalent successor page) in respect of the

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period beginning at 9:30:01 a.m., New York time (or such other time as the Nasdaq Global Select Market (the “Principal Market”) publicly announces is the official open of trading) and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading) over the applicable thirty (30) trading day or forty-five (45) trading day period. If such volume-weighted average price per Share is unavailable, the Daily VWAP shall mean the market value per Share as determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by Investor.

If the Company at any time prior to the Conversion Date: (1) subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding Shares into a greater number of Shares, (2) combines (by combination, reverse stock split or otherwise) its outstanding Shares into a smaller number of Shares, (3) pays a dividend on its Shares payable in Shares or otherwise makes a distribution on any class of capital stock that is payable in Shares, then in each such case the Conversion Price used in connection with the Conversion shall be proportionally adjusted by the Company in good faith as necessary. Whenever the Conversion Price is adjusted pursuant to this Section 2.3, the Company shall promptly deliver to Investor a written notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

On the business day following the Conversion Condition Satisfaction Date, the Company shall provide written notice to Investor (i) notifying Investor of the Conversion, (ii) specifying the Part One Conversion Price and the Part Two Conversion Price, (iii) specifying the expected Conversion Date and number of Conversion Shares to be issued and (iv) certifying that the Conversion Conditions have been satisfied (the “Conversion Notice”). Promptly following receipt of the Conversion Notice, Investor shall deliver this Note to the Company for cancellation. The Company shall use commercially reasonable efforts to issue and deliver to Investor, as soon as practicable and in any event no later than five (5) business days thereafter, a certificate or certificates (or, if the Conversion Shares are not certificated, the Company shall deliver, or cause its transfer agent to deliver, to Investor an electronic direct registration system statement evidencing the registration of the Conversion Shares in the name of Investor on the books and records of the Company or its transfer agent) for the number of Conversion Shares to which Investor shall be entitled upon the Conversion.

No fractional Conversion Shares shall be issued upon the Conversion hereof. In lieu of issuing any fractional Conversion Shares to Investor upon the Conversion hereof, the Company shall pay to Investor an amount equal to the product obtained by multiplying the applicable Conversion Price by the fraction of a Conversion Share not issued pursuant to the previous sentence. Upon Conversion of this Note in full, the Company shall be forever released from all of its obligations and liabilities under this Note.

Except as set forth in Section 2.6, the obligations of the Company and Investor to effectuate the Conversion pursuant to the terms hereof are subject to the satisfaction of the Conversion Conditions as set out in Section 2 of the Note Purchase Agreement.

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The occurrence of any of the following prior to the Conversion of this Note constitutes an “Event of Default” hereunder: (a) the Company fails or refuses to promptly effect the Conversion on the Conversion Date or to promptly deliver the Conversion Shares to Investor pursuant to Section 2 hereof; (b) if no Conversion has occurred, the Company fails to pay the Outstanding Amount due hereunder on the Maturity Date and such payment has not been made within ten (10) business of the Company’s receipt of written notice to the Company of such failure to pay; (c) the Company breaches in a material respect a representation or warranty contained in Section 3 of the Note Purchase Agreement where such breach would reasonably be expected to have a Material Adverse Effect (d) the Company enters into Voluntary Bankruptcy or Insolvency Proceedings or (e) the Company enters into Involuntary Bankruptcy or Insolvency Proceedings.

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For purposes of this Section 3.1: (a) “Voluntary Bankruptcy or Insolvency Proceedings” occur where the Company (i) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admits in writing its inability to pay its debts generally as they mature, (iii) makes a general assignment for the benefit of its or any of its creditors, (iv) is dissolved or liquidated, (v) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) takes any action for the purpose of effecting any of the foregoing; (b) “Involuntary Bankruptcy or Insolvency Proceedings” occur where proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or any of its “significant subsidiaries,” if any, or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and such involuntary case or other proceeding shall remain undismissed, unstayed or not fully bonded for a period of sixty (60) consecutive days.

For purposes of this Section 3.1, “significant subsidiary” means any subsidiary that constitutes a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of the Company; provided, however, that, if a subsidiary meets the criteria of clause (1)(iii) of the definition of “significant subsidiary” in Rule 1-02(w) but not clause (1)(i) or (1)(ii) thereof (or, if applicable, the respective successor clauses to the aforementioned clauses), then such subsidiary will be deemed not to be a significant subsidiary of the Company unless such subsidiary’s income from continuing operations before income taxes, exclusive of amounts attributable to any non-controlling interests, for the last completed fiscal year before the date of determination exceeds $100,000,000.

Notwithstanding anything to the contrary contained in this Note, a breach or default by the Company or any of its subsidiaries of any covenant or other term or condition contained in any of the Other Agreements, the principal amount of such other debt becomes accelerated and immediately due and payable as a result of such breach or default, after the passage of all applicable notice and cure or grace periods, shall, at the option of Investor, be considered an Event of Default under this Note, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note by reason of a default under said Other Agreement or hereunder.

For purposes of this Section 3.2, “Other Agreements” means, collectively, all notes, loans, agreements or other instruments between, among or by the Company or any of its subsidiaries and any other third party evidencing any indebtedness for borrowed money of the Company or any of its subsidiaries in an amount exceeding $100,000,000.

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Upon the occurrence of any Event of Default, Investor, at its option, may accelerate payment of the Outstanding Amount, causing the same to become immediately due and payable, upon written notice to the Company, but without further demand, notice or other action by Investor. In such case, Investor shall have all rights available to it under applicable law. This Section 3.3 shall not limit Investor’s rights to seek equitable relief, including specific performance, upon an Event of Default.

In the event that the Conversion Conditions have not been satisfied as of the date falling one year after the Effective Date (the “Optional Prepayment Date”), then on the Optional Prepayment Date, (i) the Company, at its option, may elect by written notice to Investor to prepay the Outstanding Amount (calculated to, but not including, the date of prepayment) in full on or about the Optional Prepayment Date (but, for the avoidance of doubt, within ten (10) days of the Optional Prepayment Date) and (ii) Investor, at its option, may elect by written notice to the Company to accelerate payment of the Outstanding Amount (calculated to, but not including, the date of repayment), causing the same to become due and payable in full (without further demand, notice or other action by Investor) and the Company shall thereafter prepay such Outstanding Amount on a date that is no more than three (3) months after the Optional Prepayment Date; provided that if the Company and Investor are continuing mutually and in good faith to pursue the satisfaction of the Conversion Conditions as of the Optional Prepayment Date, then the Optional Prepayment Date will automatically be extended by six (6) months (the “Extended Optional Prepayment Date”). Upon payment of the Outstanding Amount to Investor pursuant to either clause (i) or (ii) of this Section 4, this Note shall be terminated and deemed null and void.

Any notice to the Company or Investor hereunder must be provided in the manner set forth in Section 10.1 of the Note Purchase Agreement.

The rights and obligations of the Company and Investor under this Note will bind and benefit their respective successors and assigns. Neither this Note nor any rights, interests or obligations hereunder may be assigned or otherwise transferred by either the Company or Investor, by operation of law or otherwise, in whole or in part, without the other’s prior written consent. Notwithstanding the foregoing, no consent of the Company is required for an assignment or transfer by Investor of this Note or the Conversion Shares, in whole or in part, to (i) an affiliate of Investor or (ii) a successor-in-interest of Investor by reason of merger or consolidation or sale of all or substantially all of the assets of Investor relating to the subject matter of this Note; provided that following such transfer, the transferee shall be deemed an “Investor” for all purposes under this Agreement, including all rights and obligations associated therewith.

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No amendment, modification or supplement of any provision of this Note will be valid or effective unless made in writing and signed by a duly authorized officer of each party hereto. Delay or failure to exercise any right may not be construed as waiver of such or any other right, nor will a waiver of a breach or provision constitute a continuing waiver or a waiver of any other breach or provision.

If any provision of this Note shall for any reason be invalid, illegal or unenforceable, such provision shall not affect any other provision of this Note, and the remaining provisions of this Note shall remain in full force and effect.

This Note shall be governed by the laws of New York, without regard to its principles of conflicts of law.

Each of the parties: (a) submits to the jurisdiction of any court of the United States located in the State of New York (or, if any such court of the United States located in the State of New York declines to accept jurisdiction over a particular matter, any state court located in the State of New York) in any legal suit, action or proceeding arising out of or relating to this Note; (b) agrees that all claims in respect of the action or proceeding shall be heard or determined in such court; and (c) agrees not to bring any action or proceeding arising out of or relating to this Note in any other court. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10.1 of the Note Purchase Agreement. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law. Nothing in this Note shall affect the right to serve process in any other manner permitted by law, statute, rule or regulation. To the extent provided by any law, statute, rule or regulation, should either party, after being so served, fail to appear or answer to any summons, complaint, process or papers so served within the number of days prescribed by law after the mailing thereof, such party shall be deemed in default and an order or judgment may be entered by the court against such party as demanded or prayed for in such summons, complaint, process or papers.

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THE PARTIES TO THIS NOTE WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS NOTE, OR THE MATTERS COVERED BY THIS NOTE AND HEREBY AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND ACKNOWLEDGE THAT THEY WOULD NOT ENTER INTO THIS NOTE IF THIS SECTION WERE NOT PART OF THIS NOTE.

[Signatures on Following Page]

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The Company and Investor have caused this Note to be issued as of the date first written above.

[Signature Page to Note]