RIVN Rivian Automotive Inc

Exhibit 10.1

EXECUTION VERSION

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

TRANSACTION AGREEMENT

among

VOLKSWAGEN INTERNATIONAL AMERICA INC.,

RIVIAN AUTOMOTIVE, INC.,

RIVIAN AND VW GROUP TECHNOLOGY, LLC

and

VOLKSWAGEN AKTIENGESELLSCHAFT

(solely with respect to Section 2.05 and Article VIII)

Dated as of November 12, 2024

TABLE OF CONTENTS

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EXHIBITS

SCHEDULES

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TRANSACTION AGREEMENT, dated as of November 12, 2024, among Volkswagen International America Inc., a Delaware corporation (“VW”), Rivian Automotive, Inc., a Delaware corporation (“Rivian”), Rivian and VW Group Technology, LLC, a Delaware limited liability company (the “Company”), and, solely with respect to Section 2.05 and Article VIII, Volkswagen Aktiengesellschaft, a joint stock company duly established under the laws of Germany, having its registered office at Berliner Ring, 2, 38440 Wolfsburg, Germany (“VW AG”), each a “Party,” and together the “Parties” (in the case of VW AG, solely with respect to Section 2.05 and Article VIII).

WHEREAS, prior to the date hereof, (a) VW, a wholly owned Subsidiary of VW AG, formed Volkswagen Specter LLC, a Delaware limited liability company (“VW SPV”), (b) VW SPV formed Volkswagen Specter 2 LLC, a Delaware limited liability company (“VW SPV 2”), (c) Rivian formed Rivian JV SPV, LLC, a Delaware limited liability company (“Rivian SPV”), (d) Rivian SPV formed the Company, (e) the Company formed Rivian and VW Group Technology Canada, Inc., a corporation formed under the Laws of the Province of British Columbia, Canada (the “Canadian Subsidiary”), (f) VW SPV 2 formed SDV Technology doo Beograd-Novi Beograd, a limited liability company established under the Laws of the Republic of Serbia (the “Serbian Subsidiary”), and (g) VW SPV 2 acquired all of the shares in a shelf company in the form of a limited liability company (Gesellschaft mit beschränkter Haftung) under the laws of Germany, registered with the Commercial register (Handelregister) of the local court (Amtsgericht) in Berlin, Germany under number HRB 267403, which was renamed as Rivian & VW Group Tech GmbH (the “German Subsidiary”);

WHEREAS, the Parties or their respective Affiliates intend to enter into, on the Closing Date, among other Transaction Documents, (a) that certain Background Unregistered IP License Agreement in the form attached as Exhibit (C)(1) (“Background Unregistered IP License Agreement”), (b) that certain Background Patent License Agreement in the form attached as Exhibit (C)(2) (“Background Patent License Agreement”, together with the Background Unregistered IP License Agreement and the license agreement proposed to be entered into as contemplated under Section 5.09(b) in connection with the [***] IP, the “Rivian Background IP Agreements”), (c) that certain SDV Hub Concepts and Documentation License Agreement in the form attached as Exhibit (C)(3) (“SDV Hub Concepts and Documentation License Agreement”), and (d) that certain Development and Services Agreement in the form attached as Exhibit D (the “Development and Services Agreement”);

WHEREAS, in exchange for their respective membership interests in the Company (to be jointly held by Rivian SPV and VW SPV) (a) VW desires to contribute to the Company the VW Contribution, and (b) Rivian desires to contribute to the Company the Rivian Contribution; and

WHEREAS, the Parties desire to enter into this Agreement setting forth the terms and conditions governing the transactions contemplated hereby, and acknowledging the obligations of the Parties and their Affiliates relating to disclosure of information in accordance with the Information Sharing Agreement and applicable Laws, including applicable Antitrust Laws.

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NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:

“Action” means any claim, action, charge, suit, inquiry, proceeding, audit, arbitration, or investigation by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For the avoidance of doubt, neither the Company nor any of its Subsidiaries shall be deemed an Affiliate of a Party; provided, that the Company and its Subsidiaries shall be deemed Affiliates of each Party for purposes of Article VII, as applicable.

“Agreement” means this Transaction Agreement among the Parties (including the Exhibits and Schedules hereto) and all amendments hereto made in accordance with the provisions of Section 8.07.

“Antitrust Laws” means any Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, lessening of competition or restraint of trade.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Wolfsburg, Germany or Irvine, California, USA.

“CFR” means the United States Code of Federal Regulations.

“Climbtech 1+2 Technology” has the meaning set forth in the Rivian Background IP Agreements.

“Closing Transfer Employee” means each employee set forth on Schedule 1.01(D)(3), which reflects each Rivian In-Scope Employee who, at or prior to Closing, is intended to transfer to the Company and be a Company Employee and, except with respect to the Dual Role Employees (as defined in the Information Sharing Agreement), not employed by a Rivian Entity (other than a Company Employer) after the Closing Date.

“Company Employee” means any Rivian In-Scope Employee or VW In-Scope Employee who is employed by a Company Employer following the Closing Date.

“Company Employer” means the Company or any Subsidiary thereof.

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“Contract” means any contract, agreement, arrangement, indenture, note, bond, mortgage, loan, instrument, lease, warranty, commitment, license or other instrument or understanding to which a Person is bound.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract or otherwise.

“Current Employer” means the applicable Party or its Affiliate that is employing the Rivian In-Scope Employees or the VW In-Scope Employees, as the case may be.

“Data” means any Personal Data or business proprietary or confidential data.

“Data Privacy and Security Obligations” means all internal and external privacy policies, Contractual obligations, applicable industry standards, applicable Laws or Governmental Orders of any Governmental Authority, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by a Rivian Entity or VW Entity, as the case may be, of Personal Data.

“Databases” means all databases, data compilations, data collections, data files and data repositories of any type and any form, whether machine readable or otherwise, including all corresponding data, classification structures, procedures used in connection with the selection, collection, arrangement, processing and distribution of data contained therein, attributes of the data, data structures and formats, file structures and formats, data models, data specifications, data definitions and data relationships, and all related documentation, manuals, memoranda and records.

“Designs” means drawings, blueprints, patterns, tools, gauges, equipment, sketches, layouts, plans, prototypes, architecture, interface designs, operations designs, hardware designs, samples, and all other documents relating thereto.

“Disclosure Schedules” means the Rivian Disclosure Schedule and the VW Disclosure Schedule.

“Employee Leasing Agreements” means those certain employee leasing agreements pursuant to which Rivian In-Scope Employees (except the Closing Transfer Employees and the Delayed Transfer Employees) shall provide services to the Company until such Rivian In-Scope Employees’ employment has been transferred, or caused to be transferred, by Rivian to the Company.

“Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien or encumbrance (other than any Permitted Encumbrance or any license of, option to license, or covenant not to assert claims of infringement, misappropriation or other violation with respect to, Intellectual Property Rights).

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“Excluded Rivian Liabilities” means all Liabilities of Rivian and its Subsidiaries (a) that are unrelated to the Rivian In-Scope Operations, (b) that are related to the Rivian In-Scope Operations (including any Taxes with respect to any taxable period (or portion thereof) ending on or before the Closing Date) and attributable to a period prior to the Closing, or (c) that are related to any Specified Matters.

“Excluded VW Liabilities” means all Liabilities of VW and its Subsidiaries (a) that are unrelated to the VW In-Scope Employees, or (b) that are related to the VW In-Scope Employees and attributable to a period prior to the Closing.

“Fundamental Representations” means the VW Fundamental Representations and the Rivian Fundamental Representations.

“GAAP” means United States generally accepted accounting principles.

“Governmental Authority” means any federal, national, foreign, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency, commission or any court of competent jurisdiction or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hardware” means any hardware, machinery, tools, circuits, control units, physical components and devices, including telecommunications, electronic, computing and network components and equipment.

“Indemnified Party” means a VW Indemnified Party or a Rivian Indemnified Party, as the case may be.

“Indemnifying Party” means (a) Rivian pursuant to Section 7.02(a), as the case may be, and (b) VW pursuant to Section 7.03(a).

“Information Sharing Agreement” means that certain Information Sharing Agreement, among Rivian, VW AG and the Company, in the form attached as Exhibit L.

“Intellectual Property Rights” means all rights, title and interests in and to all intellectual property rights and intangible industrial property rights of every kind and nature however denominated, throughout the world, and all related priority rights protected, created or arising under the Laws of the United States or any other jurisdiction or under any international convention, including (i) Patents, (ii) copyrights, registrations and applications for registration thereof, and any equivalent rights in copyrightable works and works of authorship, (iii) rights in Software and Databases, (iv) rights in Designs, and (v) Trade Secrets, but excluding any rights in trademarks, service marks, trade names, trade dress, brand names, product names, logos, internet domain names and other indicia of source or origin and all registrations and applications for registration thereof together with the goodwill associated therewith.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

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“Inventions” means all ideas, designs, concepts, techniques, methods, processes, inventions (including invention disclosures), innovations, discoveries or improvements, whether or not patentable or registerable or protected by any Intellectual Property Rights (such as Patents).

“IT Systems” means computers, servers, workstations, desktops, laptops and handheld devices, Software, applications, websites, hardware, networks, firmware, middleware, routers, hubs, switches, data communications lines, data storage devices, data centers, systems and other information technology equipment and assets and related services, in each case that are used in Rivian In-Scope Operations.

“Laws” means federal, state and local laws, statutes, acts, ordinances, rules, codes and regulations, executive orders and other official releases of or by any Governmental Authority, including those in any jurisdiction in which Rivian, VW or any of their respective Affiliates operate.

“Liabilities” means any and all debts, liabilities and obligations, whether accrued or unaccrued, fixed or variable, known or unknown, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, lease, agreement, arrangement, commitment or undertaking.

“Loan A Agreement” means that certain Loan A Agreement between VW SPV as lender and the Company as borrower, in the form attached as Exhibit H.

“Loan B Agreement” means that certain Loan B Agreement, between the Company as lender and Rivian SPV as borrower, in the form attached as Exhibit I.

“LLCA” means that certain Amended and Restated Limited Liability Company Agreement of the Company, in the form attached as Exhibit A.

“Local Conveyances” means contribution agreements, in the forms attached as Exhibit B, between a Rivian Entity or a VW Entity, on the one hand, and the Company or any of its Subsidiaries (as of immediately after the Closing), on the other hand, pursuant to which Rivian Contributed Assets, entities that will become Subsidiaries of the Company, or the right to hire certain Rivian In-Scope Employees, as the case may be, are transferred to the Company or any of such Subsidiaries.

“Main Services Agreement” means that certain Main Services Agreement, between Rivian and the Company, in the form attached as Exhibit J.

“Material Defect” means any persistent, widespread, reproducible defect in the Rivian Software that either (i) impacts the functionality of the Rivian vehicle to the degree that the use of the vehicle is not possible or is materially limited, (ii) impacts the successful operation of a feature essential to the primary functionality or successful operation of the Climbtech 1+2 Technology in accordance with applicable specifications as of the Closing Date, (iii) adversely impacts in any material respect the safety or security of Rivian vehicles, or (iv) causes Rivian vehicles to violate an applicable regulatory requirement.

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“Material Rivian Infringement Breach” means a breach of the representation and warranty made by Rivian in Section 3.05(d) as of the date hereof only if both of the following conditions are met: (a) such breach is a result of (i) the Climbtech 1+2 Technology actually infringing, as of the date hereof, the Intellectual Property Rights of a third party, or (ii) Rivian having actually misappropriated, prior to or as of the Closing Date, Climbtech 1+2 Technology from a third party, and (b) such breach results in the inability of the Company to operate the Business (as defined in the LLCA) substantially in the manner contemplated by the Parties.

“Material VW Infringement Breach” means a breach of the representation and warranty made by VW in Section 4.05(d) as of the date hereof (to the extent made as of a specific date, as of such date) only if both of the following conditions are met: (a) such breach is a result of (i) the VW SDV Hub Concepts as used by a VW Entity on or prior to the date hereof actually infringing, as of the date hereof, the Intellectual Property Rights of a third party, or (ii) VW having actually misappropriated, prior to or as of the Closing Date, VW SDV Hub Concepts as used by a VW Entity on or prior to the date hereof from a third party (except Rivian or a Rivian Affiliate), and (b) such breach results in the inability of the Company to operate the Business (as defined in the LLCA) substantially in the manner contemplated by the Parties.

“NPE” means any Person that has as its principal source of revenue the licensing, assertion, or enforcement of Patents, without itself or an associated Person (i) practicing such Patents and/or (ii) performing the underlying technical development work.

“Open Source Software” means any Software (including any portion of a Software program) that is distributed as “free software” (as defined by the Free Software Foundation), “open source software” (i.e., Software distributed under any license by the Open Source Initiative as set forth in www.opensource.org), or under similar licensing or distribution terms.

“Patents” means all issued or pending U.S. and foreign patents and patent applications, including any provisional applications, extensions, reexaminations and reissues, divisionals, continuations and continuations-in-part, statutory invention registrations, registered designs, utility models or similar rights anywhere in the world in Inventions.

“Permit” means any permit, certificate, license, approval or other authorization issued by or obtained from any Governmental Authority.

“Permitted Encumbrances” means (a) any non-exclusive licenses or other rights granted to Intellectual Property Rights in the ordinary course of business, (b) in relation to Intellectual Property Rights only, any lien, charge, mortgage, pledge, or security interest, or other encumbrance granted to a financial institution or lender as security for borrowed money or other financial obligations in the ordinary course of business, and (c) any liens for Taxes not yet delinquent or which are being contested in good faith in appropriate proceedings and for which adequate reserves with respect thereto are maintained in accordance with GAAP.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity.

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“Personal Data” means any information relating to or capable of being associated with an identified or identifiable Person or household, or information that is defined as “personal data”, “personal information”, “personally identifiable information”, “protected health information”, “special category data”, “sensitive personal information”, or similar terms under Data Privacy and Security Obligations.

“Registered” means, in reference to any Intellectual Property Rights, that such Intellectual Property Rights have been issued by, registered or filed with, renewed by or are the subject of a pending application before any Governmental Authority or Internet domain name registrar.

“Representatives” means, with respect to any Person, such Person’s Affiliates and its and their respective directors, officers, employees, agents and advisors.

“Rivian Contributed Assets” means the assets of Rivian and its Affiliates set forth on Schedule 1.01(C)(1).

“Rivian Disclosure Schedule” means the Disclosure Schedule, dated as of the date of this Agreement, delivered by Rivian to VW in connection with the execution of this Agreement.

“Rivian E/E Architecture” means Rivian’s E/E architecture in the form existing as of the Closing.

“Rivian Entity” means Rivian and any of its Affiliates.

“Rivian Excluded Technology” has the meaning set forth in the Development and Services Agreement.

“Rivian Fundamental Representations” means the representations and warranties made by Rivian in Section 3.01, Section 3.02(a), Section 3.06(a), Section 3.11 and Section 3.12.

“Rivian In-Scope Employees” means the employees of Rivian and its Affiliates who will be transferred to the Company as set forth on Schedule 1.01(D)(1).

“Rivian In-Scope Operations” means the development of Software, Software interfaces, Hardware, Tools, Designs and Training (each as defined in the Rivian Background IP Agreements) for the Rivian E/E Architecture as conducted by the Rivian Entities immediately prior to the Closing, but excluding, in all cases, any development or other activities with respect to the Rivian Excluded Technology.

“Rivian IP Representation” means the representations and warranties made by Rivian in Section 3.05.

“Rivian Licensed Intellectual Property” means the ‘Background IP’ as set forth in the Rivian Background IP Agreements and Tools owned by Rivian or any of its current Affiliates (including, for clarity, (a) from the [***] Completion Date, the [***] IP, and (b) from the date on which any relevant license becomes effective, any other Intellectual Property Rights that, after the Closing Date, are owned by Rivian or any of its current Affiliates and agreed pursuant to Section 5.02(c) to be licensed by Rivian or any of its Affiliates to VW on terms substantially the same as those of the Rivian Background IP Agreements), but excluding any Intellectual Property Rights in and to Rivian Excluded Technology.

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“Rivian Material Adverse Effect” means a material adverse effect on the properties, operations, or condition of the Rivian In-Scope Operations, taken as a whole, or on Rivian’s ability to perform its obligations under this Agreement.

“Rivian Software” means the ‘Background Software’ as set forth in the Rivian Background IP Agreements and Tools owned by Rivian or any of its current Affiliates (including, for clarity, (a) any Software owned by the [***] and transferred to Rivian IP Holdings, LLC following the [***] Completion Date, and (b) from the date on which any relevant license becomes effective, any other Software that, after the Closing Date, is owned by Rivian or any of its current Affiliates and agreed pursuant to Section 5.02(c) to be licensed by Rivian or any of its Affiliates to VW on terms substantially the same as those of the Rivian Background IP Agreements, but excluding any Software contained in the Rivian Excluded Technology).

“Rivian’s Actual Knowledge”, “Actual Knowledge of Rivian” or similar terms used in this Agreement means the actual, personal knowledge of the Persons identified on Schedule 1.01(A)(1) as of the date of this Agreement, without any obligation of inquiry.

“Rivian’s Knowledge,” “Knowledge of Rivian” or similar terms used in this Agreement means the actual knowledge of the Persons identified on Schedule 1.01(A)(1) as of the date of this Agreement after reasonable inquiry of their applicable direct reports set forth on Schedule 1.01(A)(3).

“Sanctioned Person” means any Person, organization or vessel (a) designated on any sanctions or restricted party lists, including the list of Specially Designated Nationals and Blocked Persons, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions or on any other list of targeted individuals or entities (or equivalent) issued under any Trade Compliance Law, (b) that is, or is part or an official of, a government of a Sanctioned Territory, (c) directly or indirectly owned or controlled (as such terms, including any applicable ownership and control requirements, are defined and construed in the applicable Trade Compliance Laws or in any related official guidance) by, or acting on behalf of, any of the foregoing, (d) located or organized within, ordinarily resident in, incorporated under the Laws of or operating from any Sanctioned Territory, or (e) otherwise targeted under any Trade Compliance Law, or acting on behalf of any of the persons listed in clauses (a) to (d) above, for the purpose of evading or avoiding, or having the intended effect of or intending to evade or avoid, or facilitating the evasion or avoidance of, any Trade Compliance Laws.

“Sanctioned Territory” means a country or other territory subject to a general export, import, financial or investment embargo under any Trade Compliance Law.

“Software” means any computer programs and software, whether in Source Code or object code, including (a) all software implementations of algorithms, models and methodologies, including as used in (i) machine-based systems that are designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as

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predictions, content, recommendations, or decisions (“AI Systems”), and (ii) software applications that use AI Systems to perform specific tasks and solve problems, (b) program files, program and system logic, program interfaces, program modules, program routines and sub-routines, program architecture, program design concepts, program system designs, program structure, program sequence and organization, and program screen displays and report layouts, and (c) screens, user interfaces, firmware, menus, buttons and icons included in computer programs.

“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which such Software was written.

“Specified Countries” means the countries set forth on Schedule 1.01(F).

“Specified Matters” means any Actions by or against any Rivian Entity, including such Actions set forth on Schedule 1.01(E).

“Subsidiary” of any Person means any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, which is controlled by such Person.

“Tax” or “Taxes” means (a) any U.S. federal, state, local or non-U.S. income, gross receipts, gross income, gains, license, royalty, payroll, employment, excise, production, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, goods and services, ad valorem, registration, value added, alternative or add-on minimum, workers’ compensation, employer health, pension plan, anti-dumping, countervail, estimated, or other tax of any kind whatsoever, including any interest, penalties, or additions thereto, imposed by a Governmental Authority, and (b) any Liability for any amount described in the immediately preceding subclause (a) as a result of being a transferee or successor, by contract or otherwise, or as a result of being or having been a member of an affiliated, consolidated, combined, unitary, aggregate, or similar group for Tax purposes, or pursuant to a Tax Sharing Agreement.

“Tax Return” means any Tax return, statement, report, election, declaration, disclosure, schedule, form or other document (including any schedule or attachment thereto) filed or required to be filed with any Governmental Authority with respect to Taxes, including information returns, claims for refunds of Taxes and any amendments or supplements to any of the foregoing.

“Tax Sharing Agreement” means any agreement or arrangement (whether or not written) entered into prior to the Closing that provides for the allocation, apportionment, sharing or assignment of any Liability for Taxes.

“Technology” means, collectively, all Software, hardware, tools, materials, specifications, processes, inventions, creations, improvements, designs, formulas, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology.

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“Third-Party Background IP” has the meaning set forth in the Rivian Background IP Agreements.

“Tools” means all development tools, analysis tools, auxiliary systems and other tools or systems required for the analysis, update capability, parameterization, application, hosting and integration of any Rivian Licensed Intellectual Property.

“Trade Compliance Laws” means any export control, economic and financial sanctions, import control, foreign investment, or other related Laws or trade embargoes imposed, administered or enforced from time to time by the United States, the United Nations Security Council, the European Union or any member state thereof and other applicable jurisdictions, including the U.S. Export Control Reform Act of 2018, and any economic or financial sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Commerce Department or State Department (or any other agency of the U.S. government), any applicable customs or import Laws administered by the U.S. Customs and Border Protection (including the Uyghur Forced Labor Prevention Act) or any other similar Law of any relevant jurisdiction; “Compliance with Trade Compliance Laws” includes abiding by U.S. economic sanctions, embargoes and prohibitions on transactions or dealings involving Sanctioned Persons and Sanctioned Territories, including the prohibition on the transfer of commodities, materials, services, software and technology to, procurement from, or transit through U.S. sanctioned countries and regions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine).

“Trade Secrets” means trade secrets and other confidential information, know-how, and materials, including confidential drawings, prototypes, models, designs, manufacturing information, production information, processes, techniques, schematics, engineering information, and business methods, in each case, whether or not patentable or copyrightable.

“Transaction Documents” means this Agreement and each of the documents identified on Schedule 1.01(B).

“Transfer Taxes” means all transfer, documentary, sales, use, stamp, value added, recordation, stamp duty, stamp duty reserve, stamp duty land, registration, real property transfer and other such similar Taxes and fees (including any penalties and interest) incurred in connection with the execution of this Agreement or the consummation of any of the transactions required for the establishment of the Company as contemplated by, this Agreement, but excluding in each case any such amounts as are reclaimable or recoverable by the payor of such amounts.

“VW Associated Entities” means any VW Affiliate and any other Person in which VW and VW Affiliates either alone or collectively hold at least 35% ownership but excluding the Company.

“VW Disclosure Schedule” means the Disclosure Schedule, dated as of the date of this Agreement, delivered by VW to Rivian in connection with the execution of this Agreement.

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“VW Entity” means VW and any of its Affiliates.

“VW Fundamental Representations” means the representations and warranties made by VW in Section 4.01, Section 4.02, Section 4.07 and Section 4.08.

“VW Contributed Employees” means the VW In-Scope Employees that are currently being employed by CARIAD SE or CARIAD, Inc. that the Company hires as contemplated by Section 5.03(a) in the period from the Closing to June 30, 2025.

“VW Contribution” means the contributions described in Section 2.02(a)(i), and the commitments pursuant to Section 5.03(a).

“VW In-Scope Employees” means the employees of VW and its Affiliates described on Schedule 1.01(D)(2).

“VW IP Representations” means the representations and warranties made by VW in Section 4.05.

“VW Material Adverse Effect” means a material adverse effect on VW’s ability to perform its obligations under this Agreement.

“VW Payment Amount” means an amount equal to $92,000,000.

“VW SDV Hub Concepts” has the meaning set forth in the SDV Hub Concepts and Documentation License Agreement.

“VW SDV Hub IP” has the meaning set forth in the SDV Hub Concepts and Documentation License Agreement.

“VW’s Actual Knowledge”, “Actual Knowledge of VW” or similar terms used in this Agreement means the actual, personal knowledge of the Persons identified on Schedule 1.01(A)(2) as of the date of this Agreement, without any obligation of inquiry.

“VW’s Knowledge,” “Knowledge of VW” or similar terms used in this Agreement means the actual knowledge of the Persons identified on Schedule 1.01(A)(2) as of the date of this Agreement after reasonable inquiry of their applicable direct reports set forth on Schedule 1.01(A)(4).

SECTION 1.02. Definitions. The following terms have the meanings set forth in the Sections set forth below:

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SECTION 1.03. Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement;

(ii) a reference to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented or modified from time to time to the extent permitted by the provisions thereof;

(iii) a reference to any Law means such Law as amended and in effect from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder;

(iv) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(v) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

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(vi) the word “or” is not exclusive unless expressly indicated otherwise;

(vii) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(viii) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein;

(ix) where used with respect to information, the phrases “delivered” or “made available” shall mean that the information referred to has been physically or electronically delivered to the relevant parties or their respective Representatives, including, in the case of “made available” to VW, material that has been posted in a “data room” (virtual or otherwise) established by Rivian or its Affiliates (including in an electronic data room available at https://login.global.datasite.com) at least two (2) Business Days prior to the date hereof;

(x) references to “day” or “days” are to calendar days;

(xi) “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form;

(xii) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(xiii) whenever words of one gender are used in this Agreement, they are deemed to include the other gender;

(xiv) references to a Person are also to its successors and permitted assigns;

(xv) the Parties have each participated in the negotiation and drafting of this Agreement and the other Transaction Documents, and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Documents shall be construed as if drafted jointly by the parties thereto, as applicable, and no presumption or burden of proof shall arise favoring or burdening any party by virtue of the authorship of any of the provisions in this Agreement or the other Transaction Documents;

(xvi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day; and

(xvii) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.

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ARTICLE II

CLOSING

SECTION 2.01. Closing. Subject to the terms and conditions of this Agreement, the implementation of the transactions contemplated by this Agreement (the “Closing”) shall be effected by the exchange of documents and signatures by electronic transmission or, if the Parties otherwise agree, such Closing shall be held at the offices of Linklaters LLP, 1290 Avenue of the Americas, New York, New York one (1) calendar day after the date hereof; provided, that if the Closing does not occur on such date, then the Parties shall cause the Closing to occur promptly thereafter (the date on which the Closing occurs being “Closing Date”).

SECTION 2.02. Closing Actions. Upon the terms and subject to the conditions of this Agreement, the Parties shall cause the following transactions to occur:

(a) at the Closing (or in the case of Section 2.02(a)(ii)A and Section 2.02(a)(ii)B, prior to the Closing), among other things, and pursuant to the Local Conveyances, as applicable:

(i) VW shall, or shall cause its Affiliates to:

(ii) Rivian shall, or shall cause its Affiliates on its behalf to:

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(b) At the Closing (or, with respect to payments of cash, promptly following the Closing), the Company shall, or shall cause its Affiliates on its behalf to, among other things, and pursuant to the Local Conveyances, as applicable:

(i) issue to Rivian SPV an amount of Membership Units (as defined in the LLCA) such that immediately after the issuances contemplated under this Section 2.02(b)(i) and Section 2.02(b)(ii), VW SPV shall own fifty percent (50%) of the Company’s Membership Units, and Rivian SPV shall own fifty percent (50%) of the Company’s Membership Units;

(ii) issue to VW SPV an amount of Membership Units (the “Interests”) such that, immediately after the issuances contemplated under Section 2.02(b)(i) and this Section 2.02(b)(ii), VW SPV shall own fifty percent (50%) of the Company’s Membership Units, and Rivian SPV shall own fifty percent (50%) of the Company’s Membership Units;

(iii) pay to Rivian SPV $[***] in respect of the employment of the persons described in Section 2.02(a)(ii)A;

(iv)  first, retain an aggregate amount of $[***] for (A) a future contribution to the Canadian Subsidiary in the amount required to enable the Canadian Subsidiary to make the payment to Rivian Canada that is required by it pursuant to the Local Conveyances (the “Rivian Canadian Payment”) (with such contribution being the “Canadian Subsidiary Contribution”) and (B) a future contribution to the Serbian Subsidiary in the amount required to enable the Serbian Subsidiary to make the payment to Rivian SE Europe d.o.o. Beograd – Novi Beograd (“Rivian Serbia”) required by it pursuant to the Local Conveyances (the “Rivian Serbian Payment”) (with such

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contribution being the “Serbian Subsidiary Contribution”), and second upon final determination by Rivian of the exact amounts required for the purposes described in the foregoing clauses (A) and (B), distribute an amount equal to $[***] less the total of the amounts required by clauses (A) and (B) to Rivian SPV or its designated Affiliates; and

(v) pay an amount equal to $[***], on behalf of the Company’s German Subsidiary, to VW AG in exchange for VW’s commitments pursuant to Section 5.03(a).

SECTION 2.03. Closing Deliveries by Rivian. At the Closing, Rivian shall deliver or cause to be delivered:

(a) to the Company, the Rivian Cash Contribution;

(b) to VW, executed counterparts of each Transaction Document to which a Rivian Entity or the Company is a party;

(c) to VW, Internal Revenue Service Form W-9s, duly executed by each of Rivian Automotive, LLC and Rivian IP Holdings, LLC;

(d) to the Company, an amount equal to $[***] owed by Rivian as of the Closing pursuant to Section 21.2.4(i) of the Development and Services Agreement;

(e) to VW AG, an amount equal to $[***] in exchange for VW AG’s commitments pursuant to Section 5.1 of the SDV Hub Concepts and Documentation License Agreement; and

(f) to VW, documents (other than Local Conveyances) entered into in connection with implementation of the employee transfers described in Section 2.02(a)(ii).

SECTION 2.04. Closing Deliveries by VW. At the Closing, VW shall deliver, or cause to be delivered:

(a) to the Company, the VW Payment Amount;

(b) to Rivian, executed counterparts of each Transaction Document to which a VW Entity is a party; and

(c) to Rivian, (i) an Internal Revenue Service Form W-9, duly executed by VW, and (ii) an Internal Revenue Service Form W-8 BEN, duly executed by VW AG.

SECTION 2.05. Closing Deliveries by VW AG. At the Closing, VW AG shall deliver, or cause to be delivered:

(a) to the Company, an amount equal to $[***] owed by VW AG as of the Closing pursuant to Section 21.2.4(i) of the Development and Services Agreement;

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(b) to Rivian Automotive LLC, an amount equal to $[***] owed by VW AG as of the Closing pursuant to Section 4.1 of the Background Unregistered IP License Agreement; and

(c) to Rivian IP Holdings, LLC, an amount equal to $[***] owed by VW AG as of the Closing pursuant to Section 6.1 of the Background Patent License Agreement.

SECTION 2.06. Post-Closing Actions. Upon the terms and subject to the conditions of this Agreement, the Parties shall cause each of the following transactions to occur pursuant to the Local Conveyances, after the Closing:

(a) Promptly following, and in any event no later than three (3) Business Days after, the determination by Rivian of the amount of the Serbian Subsidiary Contribution, and employment by the Serbian Subsidiary of each Rivian In-Scope Employee located in Serbia who is currently employed by Rivian Serbia, the Company shall, on behalf of the Serbian Subsidiary (as a contribution to such Serbian Subsidiary), pursuant to the Local Conveyances, make a payment to Rivian Serbia in an amount equal to the Rivian Serbian Payment.

(b) Promptly following, and in any event no later than three (3) Business Days after, the determination by Rivian of the amount of the Canadian Subsidiary Contribution, the Company shall, on behalf of the Canadian Subsidiary (as a contribution to such Canadian Subsidiary), pursuant to the Local Conveyances, make a payment to Rivian Automotive Canada, Inc. (“Rivian Canada”) in an amount equal to the Rivian Canadian Payment.

(c) Promptly following the Closing, the Parties shall cause VW SPV 2 to merge with and into the Company, with the Company surviving the merger.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF RIVIAN

Rivian hereby represents and warrants to VW, subject to such exceptions as are disclosed in the Rivian Disclosure Schedule (it being agreed that disclosure of any item in any schedule, section or subsection of the Rivian Disclosure Schedule shall be deemed disclosure with respect to any other schedule, section or subsection of such Rivian Disclosure Schedule to the extent that the relevance of such item is reasonably apparent on its face), as follows:

SECTION 3.01. Organization, Authority and Qualification of Rivian; Interests. Rivian (a) is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, USA, and (b) has all necessary corporate power and authority to (i) enter into this Agreement and each of the other Transaction Documents to which it is a party, (ii) carry out its obligations hereunder and thereunder, (iii) consummate the transactions contemplated hereby and thereby, (iv) own, lease, operate or otherwise hold its properties and assets, and (v) conduct its business as it is now being conducted, except as would not have a Rivian Material Adverse Effect. Each other Rivian Entity that will be a party to a Transaction Document (x) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation (to the extent that such concept is applicable) and (y) has all

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necessary organizational power and authority to (i) enter into the Transaction Documents to which it will be a party, (ii) carry out its obligations thereunder, (iii) consummate the transactions contemplated thereby, (iv) own, lease, operate or otherwise hold its properties and assets, and (v) conduct its business as it is now being conducted, except in the case of the foregoing clauses (y)(iv) and (v), as would not have a Rivian Material Adverse Effect. The execution and delivery by Rivian of this Agreement and the execution of the applicable Rivian Entities to each of the other Transaction Documents to which a Rivian Entity will be a party, the performance by Rivian and the other Rivian Entities of its obligations hereunder and thereunder and the consummation by Rivian and the other Rivian Entities of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the applicable Rivian Entities. No other proceeding on the part of Rivian or any other Rivian Entity is necessary to approve and authorize the execution and delivery of this Agreement or any other Transaction Document to which a Rivian Entity is a party, by a Rivian Entity and the consummation of the transactions contemplated hereby and thereby. Each of this Agreement and the other Transaction Documents has been duly executed and delivered by Rivian and the other Rivian Entities party thereto, as applicable, and, assuming due authorization, execution and delivery by VW and the other VW Entities, as applicable, each of this Agreement and the other Transaction Documents constitutes a legal, valid and binding obligation of Rivian or other Rivian Entities, enforceable against Rivian or other Rivian Entities in accordance with its respective terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to, or affecting, creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Prior to the Closing, Rivian SPV is the sole member of the Company, and the Company is the owner 100% of the issued and outstanding capital stock of the Canadian Subsidiary. Except for the rights of VW SPV to acquire the Interests under this Agreement, as of the Closing, there are no outstanding (a) securities of the Company that are convertible into, or exchangeable for, at any time, membership interests of the Company, or (b) options, warrants, scrip, equity appreciation, phantom units, rights to subscribe to, purchase rights, calls, puts, exchange rights, rights of first refusal, rights of first offer, tag-along rights, drag-along rights, conversion rights, stock appreciation rights, preemptive rights, repurchase rights, rights to acquire from the Company, or obligations of the Company to issue, or any other commitments of any character whatsoever relating to, or any membership interests, rights or securities convertible into, exercisable or exchangeable for, or evidencing the right to subscribe for or purchase, any membership interests of the Company, or Contracts, commitments, understandings or arrangements, by which the Company is or may become bound to issue additional membership interests of the Company or options, warrants, scrip, equity appreciation, phantom units, rights to subscribe to, purchase rights, calls, puts, exchange rights, rights of first refusal, rights of first offer, tag-along rights, drag-along rights, conversion rights, stock appreciation rights, preemptive rights, repurchase rights, rights to acquire from the Company or any other commitments of any character whatsoever relating to, or securities convertible into or exchangeable for, or evidencing the right to subscribe for or purchase, any membership interests of the Company, or repurchase, redeem or otherwise acquire any membership interests of the Company. As of the Closing, there are no outstanding or promised appreciation rights, phantom equity or similar rights that are valued in whole or in part in reference to the Company or any membership interests of the Company. As of the Closing, there are no outstanding (a) securities of the Canadian Subsidiary that are convertible into, or exchangeable for, at any time, shares of capital stock of the Canadian Subsidiary, or (b) options,

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warrants, scrip, equity appreciation, phantom units, rights to subscribe to, purchase rights, calls, puts, exchange rights, rights of first refusal, rights of first offer, tag-along rights, drag-along rights, conversion rights, stock appreciation rights, preemptive rights, repurchase rights, rights to acquire from the Canadian Subsidiary, or obligations of the Canadian Subsidiary to issue, or any other commitments of any character whatsoever relating to, or any capital stock, rights or securities convertible into, exercisable or exchangeable for, or evidencing the right to subscribe for or purchase, any shares of capital stock of the Canadian Subsidiary, or Contracts, commitments, understandings or arrangements, by which the Canadian Subsidiary is or may become bound to issue additional capital stock of the Canadian Subsidiary or options, warrants, scrip, equity appreciation, phantom units, rights to subscribe to, purchase rights, calls, puts, exchange rights, rights of first refusal, rights of first offer, tag-along rights, drag-along rights, conversion rights, stock appreciation rights, preemptive rights, repurchase rights, rights to acquire from the Canadian Subsidiary or any other commitments of any character whatsoever relating to, or securities convertible into or exchangeable for, or evidencing the right to subscribe for or purchase, any shares of capital stock of the Canadian Subsidiary, or repurchase, redeem or otherwise acquire any shares of capital stock of the Canadian Subsidiary. As of the Closing, there are no outstanding or promised appreciation rights, phantom equity or similar rights that are valued in whole or in part in reference to the Canadian Subsidiary or any capital stock of the Canadian Subsidiary.

SECTION 3.02. No Conflict. Assuming that all consents, approvals, authorizations and other actions described in Section 3.03 below or set forth in Section 3.03 of the Rivian Disclosure Schedule have been obtained, all filings and notifications listed in Section 3.03 below or in Section 3.03 of the Rivian Disclosure Schedule have been made, any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to VW or its Affiliates, the execution, delivery and performance by Rivian and other Rivian Entities, as applicable, of this Agreement and the other Transaction Documents, do not (a) violate, conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws (or similar organizational documents) of Rivian or such other applicable Rivian Entity, (b) conflict with, or violate, any Law or Governmental Order applicable to Rivian or such other applicable Rivian Entity, (c) conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any Material Contract to which Rivian or such other applicable Rivian Entity is a party, or (d) result in the creation or imposition of any Encumbrance on the Rivian Contributed Assets other than Permitted Encumbrances, except, in the case of clauses (b), (c) and (d), as would not have a Rivian Material Adverse Effect.

SECTION 3.03. Governmental Consents and Approvals. The execution, delivery and performance by Rivian of this Agreement does not, and by the Rivian Entities of the other Transaction Documents will not, require any consent, approval, authorization or other order or declaration of, action by, filing with or notification to, any Governmental Authority, other than (a) compliance with, and filings under, any applicable Antitrust Laws, foreign investment Laws and national security Laws, (b) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not have a Rivian Material Adverse Effect, or (c) as a result of any facts or circumstances relating to any VW Entity. As of the date of this Agreement, the Rivian Entities (i) do not produce, design, test, manufacture, fabricate, or develop one or more “critical technologies” as defined in 31 CFR § 800.215, (ii) do not perform any

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functions relating to “covered investment critical infrastructure” set forth in column 2 of Appendix A to 31 CFR Part 800, (iii) have not, at any point during the twelve (12) months preceding the date of this Agreement, maintained or collected “identifiable data” (as defined in 31 CFR § 800.226) within one (1) or more categories described in 31 CFR § 800.241(a)(1)(ii) on greater than one (1) million individuals, and (iv) do not have a demonstrated business objective to maintain or collect, directly or indirectly, “identifiable data” (as defined in 31 CFR § 800.226) within one (1) or more categories described in 31 CFR § 800.241(a)(1)(ii).

SECTION 3.04. Properties and Assets.

(a) Each Rivian Entity has good and marketable title to all real property and personal property owned by it that is material to the Rivian In-Scope Operations, in each case free and clear of all Encumbrances other than Permitted Encumbrances. Any real property and buildings held under lease by any Rivian Entity transferred or subleased to the Company as of the date hereof are held by each such Rivian Entity under valid, subsisting and, to Rivian’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 Rivian Entities, taken as a whole.

(b) The Rivian Entities are the record and beneficial owners of all of the Rivian Contributed Assets, free and clear of all Encumbrances except Permitted Encumbrances. The Rivian Contributed Assets that are tangible personal property are in all material respects in good operating condition and repair (ordinary wear and tear excepted).

(c) The Rivian Contributed Assets, together with the Rivian In-Scope Employees, the services and assets to be provided and the licenses and rights to be granted under the Transaction Documents, in the aggregate, constitute all of the assets and employees necessary for the Company to conduct, in all material respects, the Rivian In-Scope Operations immediately after the Closing in the same manner as conducted by the Rivian Entities immediately prior to Closing.

SECTION 3.05. Intellectual Property; Open Source Software.

(a) Section 3.05(a) of the Rivian Disclosure Schedule sets forth a true and complete list of all Registered Rivian Licensed Intellectual Property as of the date of this Agreement, including for each item, true and complete, in all material respects, details, as applicable, of the record owner, application or registration number, filing, issuance, applicable filing jurisdiction, registration or application date, and current status. All filings, payments and other actions required to be made or taken by any Rivian Entity to maintain registration, prosecution and/or maintenance of such Registered Rivian Licensed Intellectual Property have been made by the applicable deadline, including by payment when due of all maintenance fees and annuities and the filing of all necessary renewals, statements and certifications. The Rivian Entities have complied with all other material procedural requirements of the United States Patent and Trademark Office and any relevant foreign Intellectual Property Rights office to maintain the validity of such Registered Rivian Licensed Intellectual Property, including properly identifying inventors on all patents, filing all necessary and applicable affidavits of inventorship, ownership, use and continuing use and other filings in a timely manner.

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(b) To the extent any Rivian Licensed Intellectual Property is owned by an Affiliate of Rivian, Rivian has the requisite right and authority to grant (and there are no restrictions on the ability of any Rivian Entity to grant) the licenses and other rights under such Intellectual Property Rights, as provided for under the Transaction Documents (including the licenses under Rivian Licensed Intellectual Property and use of Climbtech 1+2 Technology pursuant to the Rivian Background IP Agreements). In respect of the Rivian In-Licensed Intellectual Property, where Rivian does not have the right to grant sublicenses under, or assign, the relevant Rivian IP In-Licenses to the Company in accordance with the Transaction Documents, Rivian has accurately and adequately disclosed all such Rivian IP In-Licenses and whether each such Rivian IP In-License is non-sublicensable and/or non-assignable. Immediately prior to the Closing Date, a Rivian Entity owns or has a valid license to all Intellectual Property Rights reasonably necessary to the conduct the Rivian In-Scope Operations (provided that, for clarity, the foregoing does not constitute a representation or warranty with respect to infringement of any third party’s Intellectual Property Rights, which is addressed solely in subsection (d)). The Rivian Licensed Intellectual Property, together with (i) the Rivian In-Licensed Intellectual Property and (ii) the [***] IP (from the [***] Completion Date), constitutes all material Intellectual Property Rights necessary for the conduct of the Rivian In-Scope Operations in substantially the same manner as conducted by Rivian immediately prior to the Closing Date. The consummation of the transactions contemplated by this Agreement and the Transaction Documents will provide the Company with the right to use the Rivian Licensed Intellectual Property in all material respects as used by the Rivian Entities in relation to the Rivian In-Scope Operations immediately prior thereto, subject to the limitations and restrictions set forth in the Transaction Documents. The Rivian Licensed Intellectual Property is subsisting and enforceable and, to Rivian’s Knowledge, valid.

(c) There is no pending or, to Rivian’s Knowledge, threatened Action challenging the validity, scope, ownership or enforceability of any Rivian Licensed Intellectual Property (other than ordinary course proceedings related to the prosecution or maintenance of any item of Intellectual Property Rights) and, none of the Rivian Licensed Intellectual Property is subject to any Governmental Order adversely affecting the use thereof or rights thereto by or of any Rivian Entity. To Rivian’s Knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any material Rivian Licensed Intellectual Property.

(d) The Climbtech 1+2 Technology (in the form existing as of the date hereof without modification and without combination with any other software or other technology or materials) does not infringe or misappropriate any third party’s Intellectual Property Rights.

(e) A Rivian Entity is the sole and exclusive owner of each item of the Rivian Licensed Intellectual Property, free and clear of any Encumbrances.

(f) 

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(g) Each of the Rivian Entities has taken all reasonably necessary steps to protect and maintain any material Trade Secrets owned by the Rivian Entities and included in the Rivian Licensed Intellectual Property or otherwise used by or held for use by the Rivian In-Scope Operations, including requiring all current and former employees and other Persons provided with access to such Trade Secrets to execute written agreements that contain confidentiality provisions, and to the Knowledge of Rivian, there have been no unauthorized uses or disclosures of any such Trade Secrets. All current and former employees and independent contractors and other Persons who contributed to or are engaged for the development or creation of any material Intellectual Property Rights that protect or are embodied in, or are necessary for the use of, the Climbtech 1+2 Technology and [***] IP (as of the [***] Completion Date) and were developed or created for or on behalf of a Rivian Entity have executed and delivered to the applicable Rivian Entity a valid and enforceable written contract containing a valid assignment of all of such Person’s respective right, title and interest in and to such Intellectual Property Rights, except where ownership of Intellectual Property Rights in such development or creation would vest exclusively in the applicable Rivian Entity by operation of Law. To the Knowledge of Rivian, none of the activities of the employees of any Rivian Entity within the scope of any Rivian Entities’ business violates any agreement or arrangement which any such employees have with former employers.

(h) No government funding was used, nor government, academic or non-profit research facilities or personnel were used, directly or indirectly, to develop or create, in whole or in part, any of the Rivian Licensed Intellectual Property.

(i) No Source Code of any Rivian Software has been disclosed, escrowed or made available to or for any third Person (except to a Rivian Affiliate and Rivian’s and their employees and contractors involved in the development of the Rivian Software under a duty of confidentiality) and no other Person has a copy of the Source Code of any Rivian Software or any portion thereof. To the Knowledge of Rivian, no Person has gained unauthorized access to any Rivian Software. No Person has used the Source Code of any Rivian Software in a manner not authorized by Rivian. Neither this Agreement, nor the transactions contemplated hereby will result in (i) any third Person other than the SalesCo and Rivian Affiliates being granted rights or access to, or the placement in or release from escrow, of any Source Code for any Rivian Software, or (ii) Rivian granting to any third Person other than the SalesCo and Rivian Affiliates any right, title or interest to or with respect to any Rivian Software. Rivian possesses a current and complete copy of the Source Code to all the Rivian Software. Rivian has in place and

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complies with adequate protocols and procedures reasonably designed to protect the Source Code of Rivian Software from disclosure to unauthorized Persons, including maintaining a secure Source Code repository, and has in place and complies with procedures for tracking access to, development and use of Rivian Software by its own personnel and any other Person. The Rivian Entities have used industry standard measures to develop, operate, maintain and update the Rivian Software (provided that the foregoing does not constitute a representation or warranty with respect to any lack of defects or Malicious Code, which is addressed solely in subsection (l)).

(j) Section 3.05(j) of the Rivian Disclosure Schedule sets out a true and complete list of all (i) Open Source Software that are used in the Rivian In-Scope Operations, and (ii) copyright notices and license terms required to be adhered to by Rivian in connection with such Open Source Software, as well as copies of all such notices and license terms. Each Rivian Entity uses and has used all Open Source Software in the Rivian Software in compliance with all license terms applicable to such Open Source Software. No Rivian Entity embeds, links to, uses or distributes or has embedded, linked to, used or distributed any such Open Source Software in any manner that requires, with respect to Rivian Software that is licensed, distributed or made available to any third party: (x) any Rivian Entity to permit reverse engineering of such Rivian Software, (y) that such Rivian Software be (i) disclosed or distributed in Source Code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributed at no charge or (z) the grant to any third Person of any rights or immunities under any Intellectual Property Rights in the Rivian Software. The consummation of the transactions contemplated by the Transaction Documents will not trigger any of the events set out at clauses (x) to (z) above.

(k) The IT Systems included in the Rivian Contributed Assets are owned, leased, licensed by or otherwise validly used pursuant to a written agreement with a Rivian Entity that is in full force and effect; and in relation to all such material agreements relating to the IT Systems, neither entering into, nor compliance with, nor contemplation of this Agreement, will entitle a party to terminate it, vary it and/or make a claim. In all material respects, the IT Systems included in the Rivian Contributed Assets or provided under the Transaction Documents are adequate for, and operate and perform as required in connection with, the Rivian In-Scope Operations as currently conducted.

(l) The Rivian Software used by Rivian for the operation of Rivian vehicles as of the Closing Date is free from:

(i) Material Defects (other than Material Defects that have been remedied and that did not, individually or in the aggregate, cause any Rivian Entity or any customer of a Rivian Entity to suffer any material harm); and

(ii) unauthorized malware, contaminants, viruses, “trojan horses,” worms, time bombs, malware, spyware, or malicious code, software routines or hardware components, or other software, malicious device or code designed to cause or permit unauthorized access to, or disruption, impairment, disablement, damage or destruction of, Software, hardware, IT System or Data or the normal and authorized operation of any of the foregoing (“Malicious Code”).

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(m) Section 3.05(m) of the Rivian Disclosure Schedule sets forth a true and complete list of all Contracts under which any third-party Intellectual Property Rights (excluding Open Source Software) reasonably necessary to conduct the Rivian In-Scope Operations (excluding commercially available administrative and back-office software) are in-licensed to Rivian or any Rivian Entity (the “Rivian In-Licensed Intellectual Property”). Each such Contract (each, a “Rivian IP In-License”), which is material, is valid and binding on the applicable Rivian Entity and, to the Knowledge of Rivian, the counterparty thereto, and is in full force and effect, and no Rivian Entity, nor, to the Knowledge of Rivian, any other party thereto, is in material breach of, or material default under, any Rivian IP In-License.

(n) Except as would not have a Rivian Material Adverse Effect, (i) each Rivian Entity has complied and is presently in compliance with, in all material respects, all applicable requirements of the Data Privacy and Security Obligations, (ii) Rivian has not received any notification of or complaint alleging non-compliance with any Data Privacy and Security Obligations, and (iii) there is no Action by or before any Governmental Authority pending or, to Rivian’s Knowledge, threatened alleging non-compliance with any Data Privacy and Security Obligations.

(o) In the last three (3) years, the Rivian Entities, to the extent related to Rivian Software, the IT Systems and the operations of the Rivian In-Scope Operations, have not suffered a Data Incident that required notification to a Governmental Authority or Person, or otherwise had a Rivian Material Adverse Effect. Each Rivian Entity has taken commercially reasonable technical and organizational measures designed to protect the confidentiality, integrity, and security of IT Systems and Data used directly or indirectly in connection with the operation of the Rivian In-Scope Operations. Without limiting the foregoing, each Rivian Entity has taken reasonable steps to establish and maintain, and has established, maintained, implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures in line with industry standards, that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any IT System or Data used directly or indirectly in connection with the operation of the Rivian In-Scope Operations (a “Data Incident”) in each case at least in accordance with its Data Privacy and Security Obligations. Except as would not have a Rivian Material Adverse Effect, the Rivian Entities regularly test the effectiveness of their physical, organizational, and technical data safeguards and promptly remediate any material vulnerabilities identified. Except as would not have a Rivian Material Adverse Effect, in the last three (3) years, there have been no failures or other adverse events affecting any of the IT Systems.

SECTION 3.06. Employee and Labor Matters.

(a) On or prior to the date hereof, Rivian has caused (i) Rivian Automotive, LLC to transfer to the Company the employment of each Closing Transfer Employee located in the United States, and (ii) Rivian Automotive Canada, Inc. to transfer to the Canadian Subsidiary the employment of each Closing Transfer Employee located in Canada. Immediately after the completion of the transfers of employment set forth in (i) and (ii) of the preceding sentence of this Section 3.06(a), none of the Closing Transfer Employees (except the Dual Role Employees (as defined in the Information Sharing Agreement)) will be employed by any Rivian Entity other than a Company Employer, and, in each case, Rivian has provided to VW documents evidencing such transfer.

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(b) As of the date of this Agreement, Schedule 1.01(D)(1) sets forth an accurate and complete list of each Rivian In-Scope Employee (including all Closing Transfer Employees), including name, current business title, country, current Rivian organization, and employee type.

(c) Except as required by applicable Law or as set forth in Section 3.06(c) of the Rivian Disclosure Schedule, neither the execution of this Agreement or any of the Transaction Documents, nor the consummation of the transactions contemplated hereby (whether alone or together with any other events) will (i) result in any material payment becoming due to any Rivian In-Scope Employee (including any Closing Transfer Employee), (ii) materially increase any compensation or benefits otherwise payable to any Rivian In-Scope Employee (including any Closing Transfer Employee), (iii) result in any severance or material increase in severance pay upon any termination of employment of a Rivian In-Scope Employee (including any Closing Transfer Employee) after the date of this Agreement, or (iv) result in the acceleration of the time of payment, funding or vesting of any compensation or benefits due or payable to any Rivian In-Scope Employee (including any Closing Transfer Employee).

(d) No Rivian In-Scope Employee (including any Closing Transfer Employee) is covered by a collective bargaining agreement or other labor-related agreement with, or otherwise represented by, a labor union, trade union, works council, staff association or other employee representative body with respect to their employment by any Rivian Entity.

(e) There are, and for the past three (3) years have been, no strikes, organized work slowdowns, lockouts, organized work stoppages or picketing pending or, to the Knowledge of Rivian, threatened against any Rivian Entity by any Rivian In-Scope Employee, in each case, that would have Rivian Material Adverse Effect. To the Knowledge of Rivian, no claim, complaint, charge, audit or investigation by a Governmental Authority for a violation by any Rivian Entity with respect to hours worked and payments made to the Rivian In-Scope Employees of any such Rivian Entity or violation of any other applicable Law dealing with such matters has been made or initiated, in each case, that would have a Rivian Material Adverse Effect.

(f) No Rivian In-Scope Employee (including any Closing Transfer Employee) has pending or, to the Knowledge of Rivian, threatened any Action against a Rivian Entity that is unresolved.

(g) Except as would not have a Rivian Material Adverse Effect, to the extent required by applicable Law, a Rivian Entity has collected and maintained all necessary and applicable immigration and work documents, including employment visas, work permits and residence permits, required for (i) each Rivian In-Scope Employee to be employed in the relevant jurisdiction, and (ii) for each Closing Transfer Employee to, at or prior to Closing, transfer to the Company and be a Company Employee and not employed by a Rivian Entity (other than a Company Employer) after the Closing Date.

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(h) To the Knowledge of Rivian, no Rivian In-Scope Employee (including any Closing Transfer Employee) is in violation in any material respect of any non-competition, non-solicitation, restrictive covenant, non-disclosure, or intellectual property agreement with any third party in connection with such Rivian In-Scope Employee’s employment by a Rivian Entity.

(i) Each Rivian Entity is, and for the past three (3) years has been, in material compliance with all applicable Laws relating to any Rivian In-Scope Employees (including any Closing Transfer Employee) respecting labor, employment and employment practices, including to Laws relating to the hiring, promotion, assignment and termination of employees; service provider classification (both with respect to independent contractor versus employee classification, as well as exemptions from overtime); discrimination; harassment; retaliation; fair pay; equal employment opportunities; disability; labor relations; wages and hours; applicable wage and hour laws; hours of work; immigration; work permits, visas, or authorization; workers’ compensation; employee benefits; background and credit checks; working conditions; occupational safety and health; family and medical leave; employee terminations; privacy; data privacy and data protection; any applicable traditional labor obligations (including any applicable bargaining or notice requirements); and any applicable termination notice or severance obligations (including those under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder, or any similar international, state or local Law).

SECTION 3.07. Taxes. Except as would not have a Rivian Material Adverse Effect:

(a) (i) All income and all other Tax Returns that are required to have been filed by or with respect to any Rivian Contributed Assets, the Company or the Canadian Subsidiary have been timely filed in accordance with applicable Law and such Tax Returns are true, correct and complete in all respects, and (ii) all Taxes imposed on or with respect to any Rivian Contributed Assets, the Company or the Canadian Subsidiary (whether or not shown as due on any Tax Return) have been timely paid in full.

(b) Each of the Company and the Canadian Subsidiary has complied in all respects with all applicable Laws relating to the payment and withholding of Taxes, including with respect to payments (including in securities) made to any employee, independent contractor, creditor, stockholder, partner or other third party, and has, within the time and manner prescribed, withheld and paid to the appropriate Governmental Authority all amounts required to be withheld and paid over under all applicable Laws.

(c) There is no action, dispute, claim, investigation, proceeding or audit with respect to Taxes currently pending or threatened in writing against or with respect to any Rivian Contributed Assets, the Company or the Canadian Subsidiary.

(d) There are no currently effective waivers or comparable consents of any applicable statute of limitations with respect to, or extensions of the period of assessment of, any Taxes or Tax Return with respect to any Rivian Contributed Assets, the Company or the Canadian Subsidiary.

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(e) There are no Tax liens on or with respect to any Rivian Contributed Assets, the Company or the Canadian Subsidiary, other than Permitted Encumbrances.

(f) No written claim has been received from any Governmental Authority in a jurisdiction where no Rivian Entity files Tax Returns that any Rivian Contributed Assets, the Company or the Canadian Subsidiary are, or may be, subject to taxation by that jurisdiction.

(g) Neither the Company nor the Canadian Subsidiary (i) is treated as a resident for Tax purposes in a jurisdiction other than the jurisdiction under the laws of which it is organized, or (ii) has a permanent establishment or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(h) Neither the Company nor the Canadian Subsidiary has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar provision of state, local or non-U.S. Law).

(i) There are no active rulings from, or agreements with, any Governmental Authority with respect to Taxes that have been requested or received by, or with respect to, any Rivian Contributed Assets, the Company or the Canadian Subsidiary.

(j) Neither the Company nor the Canadian Subsidiary (i) is bound by any Tax Sharing Agreement, (ii) is or was a member of a consolidated group, combined, or unitary or affiliated Tax Return group (other than a member of a group that included Rivian), or (iii) is liable under any applicable law to pay to a Governmental Authority an amount in respect of a Tax liability which is the primary liability of another Person.

(k) Since its formation through immediately prior to Closing, the Company has been treated as an entity disregarded from its owner for U.S. federal income tax purposes.

SECTION 3.08. Material Contracts.

(a) Section 3.08 of the Rivian Disclosure Schedule lists each of the Contracts of the Rivian Entities that are included as Rivian Contributed Assets (such Contracts, together with all amendments, addendums, exhibits, schedules, and letter agreements thereto, being “Material Contracts”).

(b) Each Material Contract, prior to any transfer to the Company, is valid and binding on the applicable Rivian Entity and, to the Knowledge of Rivian, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to, or affecting, creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No Rivian Entity, nor, to the Knowledge of Rivian, any other party thereto, is in material breach of, or material default under, any Material Contract to which it is a party, except as would not be material to the Rivian In-Scope Operations. No Rivian Entity has received written, or, to the Knowledge of Rivian, oral notice of termination, cancellation or non-renewal of any Material Contract. Rivian has made available to VW a copy of each Material Contract.

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SECTION 3.09. Litigation.

(a) Except as would not have a Rivian Material Adverse Effect, there is no Action by or against Rivian or any other Rivian Entity pending or, to Rivian’s Knowledge, threatened in writing, before any Governmental Authority relating to the Rivian Contributed Assets.

(b) No Rivian Entity is subject to any Governmental Order, any outstanding injunction, writ judgment, order or decree of any arbitration tribunal or any settlement or similar agreement relating to the Rivian Contributed Assets.

SECTION 3.10. Compliance with Laws. The Rivian Entities are conducting the Rivian In-Scope Operations in compliance with all applicable Laws, except to the extent that any such non-compliance would not reasonably be expected to have a Rivian Material Adverse Effect. The Rivian Entities possess all material Permits necessary for the ownership and use of all of the assets necessary to conduct the Rivian In-Scope Operations, and the Rivian Entities are, in all material respects, in compliance with all terms and conditions of all such Permits and such Permits are in full force and effect. No Action is pending or, to the Knowledge of Rivian, threatened in writing, to suspend, revoke, withdraw, modify or limit any such Permit in a manner that has had or would reasonably be expected to have a material impact on the ability of Rivian to use any such Permits. No written notices have been received by any Rivian Entity from any Governmental Authority alleging a material violation of any such Permits.

SECTION 3.11. Solvency. Upon the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (a) Rivian will not be insolvent, (b) Rivian will not be left with unreasonably small capital, (c) Rivian will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature, and (d) the capital of Rivian will not be impaired.

SECTION 3.12. Brokers. Except as set forth on Section 3.12 of the Rivian Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the other Transaction Documents based upon arrangements made by or on behalf of Rivian.

SECTION 3.13. No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by Rivian in this Article III or in the other Transaction Documents, neither Rivian nor any other Person makes any express or implied representation or warranty regarding Rivian or any other Rivian Entity or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated hereby, and Rivian expressly disclaims any other representations or warranties and VW acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations, and neither VW nor any of its Affiliates, or their respective Representatives, has relied on and none are relying on any representations or warranties regarding Rivian or any other Rivian Entity or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the

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transactions contemplated hereby, other than the express written representations and warranties expressly set forth in this Article III or in the other Transaction Documents; provided that notwithstanding the foregoing provisions of this Section 3.13, nothing in this Section 3.13 shall limit VW’s remedies with respect to claims of fraud.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF VW

VW hereby represents and warrants to Rivian, subject to such exceptions as are disclosed in the VW Disclosure Schedule (it being agreed that disclosure of any item in any schedule, section or subsection of the VW Disclosure Schedule shall be deemed disclosure with respect to any other schedule, section or subsection of such VW Disclosure Schedule to the extent that the relevance of such item is reasonably apparent on its face), as follows:

SECTION 4.01. Organization, Authority and Qualification of VW. VW is a (a) corporation duly organized and validly existing under the laws of the State of Delaware, USA, and (b) has all necessary power and authority to (i) enter into this Agreement and each of the other Transaction Documents to which it is a party, (ii) carry out its obligations hereunder and thereunder, (iii) consummate the transactions contemplated hereby and thereby, (iv) own, lease, operate or otherwise hold its properties and assets, and (v) conduct its business as it is now being conducted, except in the case of the foregoing clauses (b)(iv) and (v), as would not have a VW Material Adverse Effect. Each other VW Entity that will be a party to a Transaction Document (x) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation (to the extent that such concept is applicable) and (y) has all necessary organizational power and authority to (i) enter into the Transaction Documents to which it will be a party, (ii) carry out its obligations thereunder, (iii) consummate the transactions contemplated thereby, (iv) own, lease, operate or otherwise hold its properties and assets, and (v) conduct its business as it is now being conducted, except in the case of the foregoing clauses (y)(iv) and (v), as would not have a VW Material Adverse Effect. The execution and delivery by VW of this Agreement and the execution of the applicable VW Entities to each of the other Transaction Documents to which a VW Entity will be a party, the performance by VW and the other VW Entities of its obligations hereunder and thereunder and the consummation by VW and the other VW Entities of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the applicable VW Entities. No other proceeding on the part of VW or any other VW Entity is necessary to approve and authorize the execution and delivery of this Agreement or any other Transaction Document to which a VW Entity is a party, by a VW Entity and the consummation of the transactions contemplated hereby and thereby. Each of this Agreement and the other Transaction Documents has been or will be duly executed and delivered by VW and the other VW Entities party thereto, as applicable, and, assuming due authorization, execution and delivery by Rivian and the other Rivian Entities, as applicable, each of this Agreement and the other Transaction Documents constitutes or will constitute a legal, valid and binding obligation of VW or other VW Entities, enforceable against VW or other VW Entities in accordance with its respective terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to, or affecting, creditors’ rights generally and subject to the effect of general principles of equity

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(regardless of whether considered in a proceeding at law or in equity). As of the Closing, there are no outstanding (a) securities of VW SPV 2, the Serbian Subsidiary, or Rivian & VW Group Tech GmbH (collectively, the “VW Contributed Subsidiaries”) that are convertible into, or exchangeable for, at any time, equity interests of a VW Contributed Subsidiary, or (b) options, warrants, scrip, equity appreciation, phantom units, rights to subscribe to, purchase rights, calls, puts, exchange rights, rights of first refusal, rights of first offer, tag-along rights, drag-along rights, conversion rights, stock appreciation rights, preemptive rights, repurchase rights, rights to acquire from a VW Contributed Subsidiary, or obligations of a VW Contributed Subsidiary to issue, or any other commitments of any character whatsoever relating to (excluding the merger contemplated in Section 2.06(c)), or any capital stock, rights or securities convertible into, exercisable or exchangeable for, or evidencing the right to subscribe for or purchase, any equity interest of a VW Contributed Subsidiary, or Contracts, commitments, understandings or arrangements, by which a VW Contributed Subsidiary is or may become bound to issue additional equity interests a VW Contributed Subsidiary or options, warrants, scrip, equity appreciation, phantom units, rights to subscribe to, purchase rights, calls, puts, exchange rights, rights of first refusal, rights of first offer, tag-along rights, drag-along rights, conversion rights, stock appreciation rights, preemptive rights, repurchase rights, rights to acquire from a VW Contributed Subsidiary or any other commitments of any character whatsoever relating to, or securities convertible into or exchangeable for, or evidencing the right to subscribe for or purchase, any equity interests of a VW Contributed Subsidiary, or repurchase, redeem or otherwise acquire any equity interests of a VW Contributed Subsidiary. As of the Closing, there are no outstanding or promised appreciation rights, phantom equity or similar rights that are valued in whole or in part in reference to a VW Contributed Subsidiary or any equity interests of a VW Contributed Subsidiary. Immediately following the VW Contribution, the Company will be the direct or indirect, as applicable, owner of 100% of the issued and outstanding equity interests of the VW Contributed Subsidiaries.

SECTION 4.02. No Conflict. Assuming that all consents, approvals, authorizations and other actions described in Section 4.03 below or set forth in Section 4.03 of the VW Disclosure Schedule have been obtained, all filings and notifications listed in Section 4.03 below or in Section 4.03 of the VW Disclosure Schedule have been made, any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to Rivian or its Affiliates, the execution, delivery and performance by VW and other VW Entities, as applicable, of this Agreement and the other Transaction Documents, do not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of VW or such other applicable VW Entity, (b) conflict with or violate any Law or Governmental Order applicable to VW or such other applicable VW Entity, or (c) conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which VW or any of its Affiliates is a party, except, in the case of clauses (b) and (c), as would not have a VW Material Adverse Effect.

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SECTION 4.03. Governmental Consents and Approvals. The execution, delivery and performance by VW of this Agreement does not, and by the VW Entities of the other Transaction Documents will not, require any consent, approval, authorization or other order or declaration of, action by, filing with or notification to, any Governmental Authority, other than (a) compliance with, and filings under, any applicable Antitrust Laws, foreign investment Laws and national security Laws, (b) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by VW of the transactions contemplated by this Agreement and the other Transaction Documents, or (c) as a result of any facts or circumstances relating to any Rivian Entity. No national or subnational governments of a single foreign state have, directly or indirectly, a “voting interest” (as defined in 31 CFR § 800.255) in VW of forty-nine percent (49%) or more.

SECTION 4.04. Employee and Labor Matters.

(a) Except as required by applicable Law, neither the execution of this Agreement or any of the Transaction Documents, nor the consummation of the transactions contemplated hereby (whether alone or together with any other events) will (i) result in any material payment becoming due to any VW In-Scope Employee, (ii) materially increase any compensation or benefits otherwise payable to any VW In-Scope Employee, (iii) result in any severance or material increase in severance pay upon any termination of employment of a VW In-Scope Employee after the date of this Agreement, or (iv) result in the acceleration of the time of payment, funding or vesting of any compensation or benefits due or payable to any VW In-Scope Employee.

(b) No VW In-Scope Employee is covered by a collective bargaining agreement or other labor-related agreement with, or otherwise represented by, a labor union, trade union, works council, staff association or other employee representative body with respect to their employment by any VW Entity.

(c) There are, and for the past three (3) years (or, for any such VW Entity formed within the past three (3) years, since the date of its formation) have been, no strikes, organized work slowdowns, lockouts, organized work stoppages or picketing pending or, to the Knowledge of VW, threatened against any VW Entity by any VW In-Scope Employee, and in each case, that have a VW Material Adverse Effect. To the Knowledge of VW, no claim, complaint, charge, audit or investigation by a Governmental Authority for a violation by any VW Entity with respect to hours worked and payments made to the VW In-Scope Employees of any such VW Entity or violation of any other applicable Law dealing with such matters has been made or initiated, in each case, that would have a VW Material Adverse Effect.

(d) No VW In-Scope Employee has pending or, to the Knowledge of VW, threatened, any Action against any VW Entity that is unresolved.

(e) Except as would not have a VW Material Adverse Effect, to the extent required by applicable Law, a VW Entity has collected and maintained all necessary and applicable immigration and work documents, including employment visas, work permits and residence permits, required for each VW In-Scope Employee to be employed in the relevant jurisdiction.

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(f) To the Knowledge of VW, no VW In-Scope Employee is in violation in any material respect of any non-competition, non-solicitation, restrictive covenant, non-disclosure, or intellectual property agreement with any third party in connection with such VW In-Scope Employee’s employment by a VW Entity.

(g) Each VW Entity is, and for the past three (3) years (or, for any such VW Entity formed within the past three (3) years, since the date of its formation) has been, in material compliance with all applicable Laws relating to any VW In-Scope Employees respecting labor, employment and employment practices, including to Laws relating to the hiring, promotion, assignment and termination of employees; service provider classification (both with respect to independent contractor versus employee classification, as well as exemptions from overtime); discrimination; harassment; retaliation; fair pay; equal employment opportunities; disability; labor relations; wages and hours; applicable wage and hour laws; hours of work; immigration; work permits, visas, or authorization; workers’ compensation; employee benefits; background and credit checks; working conditions; occupational safety and health; family and medical leave; employee terminations; privacy; data privacy and data protection; any applicable traditional labor obligations (including any applicable bargaining or notice requirements); and any applicable termination notice or severance obligations (including those under the Worker Adjustment and Retraining Notification Act and the regulations promulgated thereunder, or any similar international, state or local Law).

SECTION 4.05. Intellectual Property

(a) The VW SDV Hub Concepts and VW SDV Hub IP developed or created by the VW Contributed Employees as part of their employment with a VW Entity are solely and exclusive owned by such VW Entity, free and clear of any Encumbrances.

(b) VW has the requisite right and authority to grant the licenses, sublicenses, covenants and other rights under the VW SDV Hub Concepts and VW SDV Hub IP as provided for under the Transaction Documents.

(c) There is no pending or, to VW’s Knowledge, threatened Action challenging the ownership of any VW SDV Hub Concepts and VW SDV Hub IP and, none of the VW SDV Hub Concepts and VW SDV Hub IP is subject to any Governmental Order adversely affecting the use thereof or rights thereto by VW.

(d) The VW SDV Hub Concepts and VW SDV Hub IP (in each case in the form existing as of the date hereof without modification), do not infringe or misappropriate any third party’s Intellectual Property Rights. For avoidance of doubt, the foregoing representation does not extend to misappropriation or infringement of the Intellectual Property Rights of Rivian or any Rivian Affiliates.

(e) No VW Entity has received any cease and desist letter or offer to take a license or any notice alleging that the VW SDV Hub Concepts or VW SDV Hub IP infringes or misappropriates any third party’s Intellectual Property Rights. There are no restrictions on the ability of any VW Entity to grant the non-exclusive licenses expressly granted to the Company and Rivian in the applicable Transaction Documents.

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(f) All current and former employees and independent contractors and other Persons who contributed to or were engaged in the development or creation of any material Intellectual Property Rights that are embodied in the VW SDV Hub Concepts and VW SDV Hub IP for or on behalf of a VW Entity have executed and delivered to the applicable VW Entity a valid and enforceable written contract containing a valid assignment of all of such Person’s respective right, title and interest in and to such Intellectual Property Rights, except where ownership of Intellectual Property Rights in such development or creation would vest exclusively in the applicable VW Entity by operation of Law.

SECTION 4.06. Taxes. Except as would not have a VW Material Adverse Effect:

(a) (i) All income and all other Tax Returns that are required to have been filed by or with respect to VW SPV 2, the German Subsidiary, and the Serbian Subsidiary have been timely filed in accordance with applicable Law and such Tax Returns are true, correct and complete in all respects, and (ii) all Taxes imposed on or with respect to VW SPV 2, the German Subsidiary, or the Serbian Subsidiary (whether or not shown as due on any Tax Return) have been timely paid in full.

(b) Each of VW SPV 2, the German Subsidiary, and the Serbian Subsidiary has complied in all respects with all applicable laws relating to the payment and withholding of Taxes, including with respect to payments (including in securities) made to any employee, independent contractor, creditor, stockholder, partner, or other third party, and has, within the time and manner prescribed, withheld and paid to the appropriate Governmental Authority all amounts required to be withheld and paid over under all applicable Laws.

(c) There is no action, dispute, claim, investigation, proceeding or audit with respect to Taxes currently pending or threatened in writing against or with respect to VW SPV 2, the German Subsidiary, or the Serbian Subsidiary.

(d) There are no currently effective waivers or comparable consents of any applicable statute of limitations with respect to, or extensions of the period of assessment of, any Taxes or Tax Return with respect to VW SPV 2, the German Subsidiary, or the Serbian Subsidiary.

(e) There are no Tax liens on or with respect to VW SPV 2, the German Subsidiary, or the Serbian Subsidiary, other than Permitted Encumbrances.

(f) No written claim has been received from any Governmental Authority in a jurisdiction where no VW Entity files Tax Returns that VW SPV 2, the German Subsidiary, or the Serbian Subsidiary are or may be subject to taxation by that jurisdiction.

(g) Neither VW SPV 2, the German Subsidiary, nor the Serbian Subsidiary (i) is treated as a resident for Tax purposes in a jurisdiction other than the jurisdiction under the laws of which it is organized or (ii) has a permanent establishment or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

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(h) Neither VW SPV 2, the German Subsidiary, nor the Serbian Subsidiary has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or any similar provision of state, local or non-U.S. Law).

(i) There are no active rulings from or agreements with any Governmental Authority with respect to Taxes that have been requested or received by or with respect to VW SPV 2, the German Subsidiary, or the Serbian Subsidiary.

(j) Neither VW SPV 2, the German Subsidiary, nor the Serbian Subsidiary (i) is bound by any Tax Sharing Agreement, (ii) is or was a member of a consolidated group, combined, or unitary or affiliated Tax Return group (other than a member of a group that included VW), or (iii) is liable under any applicable law to pay to a Governmental Authority an amount in respect of a Tax liability which is the primary liability of another Person.

SECTION 4.07. Solvency. Upon the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (a) VW will not be insolvent, (b) VW will not be left with unreasonably small capital, (c) VW will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature, and (d) the capital of VW will not be impaired.

SECTION 4.08. Brokers. Except for Goldman Sachs Bank Europe SE, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the other Transaction Documents based upon arrangements made by or on behalf of VW.

SECTION 4.09. No Other Representations or Warranties; Non-Reliance. Except for the express written representations and warranties made by VW in this Article IV or in the other Transaction Documents, neither VW nor any other Person makes any express or implied representation or warranty regarding VW or any other VW Entity or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated hereby, and VW expressly disclaims any other representations or warranties and Rivian acknowledges and agrees that it has relied solely on the results of its and its Affiliates’ and their respective Representatives’ independent investigations, and neither Rivian nor any of its Affiliates, or their respective Representatives, has relied on and none are relying on any representations or warranties regarding VW or any other VW Entity or any of its or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects or its or their respective Representatives in connection with this Agreement or the transactions contemplated hereby, other than the express written representations and warranties expressly set forth in this Article IV or in the other Transaction Documents; provided, that notwithstanding the foregoing provisions of this Section 4.09, nothing in this Section 4.09 shall limit Rivian’s remedies with respect to claims of fraud.

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ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01. Confidentiality. The terms of the Confidentiality Agreement, dated November 23, 2023 (the “Confidentiality Agreement”), among VW AG, Rivian and the other parties thereto, are hereby incorporated herein by reference and shall apply to the Parties mutatis mutandis and shall continue in full force and effect until their expiration in accordance with the terms of the Confidentiality Agreement.

SECTION 5.02. Further Action.

(a) Except as otherwise provided in this Agreement, the Parties shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all appropriate action, to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law to execute and deliver the Transaction Documents and such other documents and other papers as may be required to carry out the provisions of this Agreement and to consummate and make effective the transactions contemplated by this Agreement, including the obtaining of all necessary waivers, consents, approvals and authorizations from any third party.

(b) From time to time after the Closing, without additional consideration, each Party shall, and shall cause its Affiliates to, execute and deliver such further instruments and take such other action as may be necessary or is reasonably requested by any other Party to make effective the transactions contemplated by this Agreement and the other Transaction Documents.

(c) If after the Closing, (i) a Party discovers that a Rivian Entity owns or has rights to any asset that is (A) currently used in the Rivian In-Scope Operations and reasonably necessary for the conduct of the Rivian In-Scope Operations immediately after the Closing, (B) not held or owned by, licensed to, or leased to, the Company or any of its Subsidiaries, or in the case of Intellectual Property Rights, to VW, and (C) the benefit of which is not made available to the Company or its Subsidiaries, or in the case of Intellectual Property Rights, to VW, by another Transaction Document (each, a “Rivian Retained Asset”), and (ii) if the Parties had been aware of such Rivian Retained Asset on the date hereof, they would have agreed, acting in good faith, that such Rivian Retained Asset would have been contributed to the Company or its Subsidiaries, or in the case of Intellectual Property Rights, should be licensed to VW, then the Parties shall, discuss in good faith (in consultation with the Company’s Co-CEOs), whether the criteria set forth in subclauses (A) through (C) above have been met. If, after such good faith discussion, the Parties so agree, the Parties shall enter into an arrangement on customary terms pursuant to which such Rivian Retained Asset is transferred to, or the benefit associated with such Rivian Retained Asset is provided to the Company or its Subsidiaries, at no cost, or in the case of Intellectual Property Rights, such rights are granted to VW under the Rivian Background IP Agreements and made available to the Company or its Subsidiaries under the Transaction Documents. For clarity and without limitation of the generality of the foregoing, any granting or making available of rights with respect to Intellectual Property Rights owned by a third party will be subject to the applicable terms regarding sublicensing of third party Intellectual Property Rights under the Rivian Background IP Agreements. The foregoing provisions shall apply,

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mutatis mutandis, with respect to any rights to any asset that a Party discovers has been transferred to the Company or any of its Subsidiaries but in fact is not necessary for the conduct of the Rivian In-Scope Operations immediately after the Closing.

SECTION 5.03. Employee Matters.

(a) VW Employee Transfers. Except as otherwise provided in Section 5.03(b) or Section 5.03(e) of this Agreement and subject to the terms of the LLCA, VW shall permit the Company or its Subsidiaries (including the German Subsidiary) to solicit, interview and offer employment to any VW In-Scope Employee on terms and conditions otherwise consistent with this Section 5.03 and applicable Law, and hereby waives and otherwise relinquishes (on behalf of itself and the applicable employer of each VW In-Scope Employee) any and all rights at law or in equity to object to the hiring of any or all of such VW In-Scope Employees by the Company or its Subsidiaries.

(b) Delayed Transfer Employees. Notwithstanding Section 2.02(a)(ii), in the case of any Rivian In-Scope Employee who would have been a Closing Transfer Employee but for such employee’s leave of absence, whose employment the Parties mutually determine is impractical to transfer at the Closing Date (a “Delayed Transfer Employee”), Rivian shall use its reasonable efforts to cause the employment of such Delayed Transfer Employee to transfer to the Company or its applicable Subsidiary as soon as reasonably practicable following the Closing Date on terms and conditions otherwise consistent with this Section 5.03 and applicable Law; provided, however, that the Current Employer shall be responsible for all Liabilities related to any Delayed Transfer Employees until the transfer of employment of such Delayed Transfer Employees to the Company or its Subsidiary is effective.

(c) Equity Incentives. Any outstanding unvested stock awards granted before the Closing Date to Rivian In-Scope Employees shall continue to remain outstanding and vest following the Closing Date in accordance with the terms of such award, except that service with the Company shall be considered service with Rivian for purposes of such award.

(d) Employee Visas. The Parties shall procure that the applicable Current Employers and the applicable Company Employer, as applicable, shall cooperate with the applicable Company Employer in the preparation and submission (on an expedited or priority application basis) of all necessary documents required to transfer any visa, work permit, residence permit (and other immigration and/or employment documents required to employ the Rivian In-Scope Employees and base them in the relevant jurisdictions) (a “Visa Application”), if applicable, in respect of each Rivian In-Scope Employee requiring such work authorization such that such Rivian In-Scope Employee may commence employment with the Company following the Closing. Promptly after any such Rivian In-Scope Employees obtain requisite work authorization to commence employment with a Company Employer as contemplated in the foregoing sentence, Rivian shall use its reasonable efforts to cause such Rivian In-Scope Employee to become an employee of a Company Employer.

(e) Employee Leasing Agreements. After the Closing, any Rivian In-Scope Employee (except for the Rivian In-Scope Employees who are Delayed Transfer Employees) who would have been a Closing Transfer Employee but for such employee’s visa or work authorization

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status, and whose employment has not yet been transferred, or caused to be transferred, by Rivian to the Company, shall perform services to the Company pursuant to an Employee Leasing Agreement until the date that such Rivian In-Scope Employee (except for the Rivian In-Scope Employees who are Delayed Transfer Employees), commences employment with the applicable Company Employer.

(f) Employee Work Product. Rivian shall, or shall cause its Affiliates to, cause each Rivian In-Scope Employee, as a condition of such Rivian In-Scope Employee’s employment with the Company or its Subsidiaries, to enter into a Confidentiality and Work Product Assignment Agreement in favor of the Company and its Affiliates, in the form attached hereto at Schedule 5.03(F).

(g) No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to, or shall confer upon, any current or former employee of a Party or any of its Affiliates, any Rivian In-Scope Employee, any VW In-Scope Employee, any Company Employee or any beneficiary or dependent of any of the foregoing any right (including any third-party beneficiary rights), benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement. Nothing contained in this Agreement (express or implied) is intended to create, amend or terminate any employee benefit or compensation plan or arrangement or confer upon any individual any right to employment or service for any period of time, or any right to a particular term or condition of employment or service. No current or former employee of any Current Employer or Company Employee, including any beneficiary or dependent thereof, or any permitted transferee or permitted assign thereof, shall be entitled to assert any claim against the Company, any Current Employer, or any of their respective Affiliates under this Article V.

(h) 2024 Bonuses. From the Closing Date until December 31, 2024 (the “Bonus Continuation Period”), Rivian shall, or cause its Affiliates with respect to the Rivian In-Scope Employees to provide to each Company Employee who remains employed by the Company or its Affiliates during the Bonus Continuation Period, no less favorable short-term annual incentive compensation for the calendar year 2024 than such Company Employee was eligible to receive prior to the Closing Date (the “2024 Annual Bonus”). The Company shall reimburse Rivian in an amount equal to, with respect to each Rivian In-Scope Employee, a pro-rated portion of the 2024 Annual Bonuses paid to such Rivian In-Scope Employee for the portion of the 2024 calendar year that such Rivian In-Scope Employee was employed by the Company. In the event that any 2024 Annual Bonus is paid in fully vested shares of Rivian common stock pursuant to a Rivian equity incentive plan (the “Shares”), the value of such 2024 Annual Bonus shall be determined based on the closing price of a Share on the date of issuance of such Shares.

SECTION 5.04. Compliance Program. Rivian shall, and shall cause its Subsidiaries to, implement the measures to be taken in respect of the compliance program as further described on Schedule 5.04, within the time periods specified therein.

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SECTION 5.05. Third Party Business.

(a) Formation of SalesCo.

(i) The Parties shall use their commercially reasonable efforts to, as soon as practicable but in any event within [***] following receipt of the last applicable SalesCo Antitrust Approval (as defined below), form a Delaware limited liability company (“SalesCo”) for the purpose of engaging in (i) licensing of Climbtech 1+2 Technology (as updated and further developed from time to time by the Company) or portions thereof (excluding the sale of accompanying hardware) to third party customers that are not Affiliates of Rivian or VW Associated Entities (as defined in the Rivian Background IP Agreements) for incorporation into passenger vehicles sold by such third party customers (such customers, the “Third Party Business Customers”), (ii) licensing Climbtech 1+2 Technology (as updated and further developed from time to time by the Company) or portions thereof for integration into VW’s platform, skateboard and chassis component sales programs (the “VW Skateboard/Chassis Business”) or any other platform, skateboard and chassis component sales program, (iii) solely to the extent that the [***] is integrated into the Company in accordance with Section 5.09, the non-consumer business of the [***], (iv) development of Software and Technology for the Third Party Business Customers in connection with the foregoing, all of such development being subcontracted exclusively to the Company (the “Third Party Development”), and (v) such other activities as may mutually be agreed by VW and Rivian, it being understood that (x) the sale of hardware components that may incorporate Software that is part of Climbtech 1+2 Technology which is developed specifically for such hardware components but that does not require the licensing or use of (A) the core platform or other unrelated elements of Software of Climbtech 1+2 Technology, or (B) any hardware designed or developed by the Company for Climbtech 1+2 Technology, and (y) other businesses and technologies of either Party that are not Third Party Business (including any Rivian Excluded Technology) will not be subject to these provisions or be managed by SalesCo, nor will any revenues or liabilities deriving therefrom be shared between the Parties (collectively, the “Third Party Business”).

(ii) The equity interests of SalesCo will be owned equally by VW and Rivian or a wholly owned Subsidiary of each of them as each shall determine in their sole discretion, but in no event shall Rivian SPV or VW SPV own the equity interests of SalesCo. The organizational documents of SalesCo, including its Limited Liability Company Agreement (the “SalesCo LLCA”), shall be derived from the Company’s organizational documents, subject to mutually agreed modifications thereto. The SalesCo LLCA will include a schedule setting forth certain regions of origin for customers and specific third parties who will not qualify as Third Party Business Customers based on jurisdictions in which US or international sanctions apply.

(b) Regulatory Filings.

(i) Promptly following the Closing Date, and in any event no later than [***], Rivian and VW shall each use their commercially reasonable efforts to make the regulatory filings as may be necessary to obtain the required approvals, consents, actions

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or nonactions, or the expiration or termination of applicable waiting periods under applicable Antitrust Laws with respect to the formation and operations of SalesCo in a manner such that SalesCo may be formed and operate the Third Party Business as a fully functional joint venture (the “SalesCo Antitrust Approvals”). The Parties shall use commercially reasonable efforts to make an appropriate response as promptly as reasonably practicable to any requests for additional information or documents by any competent Governmental Authority. The filing fees required in respect of filings required under applicable Antitrust Laws undertaken pursuant to this Section 5.05(b) shall be borne fifty percent (50%) by Rivian and fifty percent (50%) by VW.

(ii) Rivian and VW shall cooperate with one another in connection with any such filing and in connection with resolving any investigations or other inquiries of any Governmental Authority to achieve the satisfaction of the SalesCo Antitrust Approvals as soon as practicable following such filings. Rivian and VW shall jointly determine and direct the strategy and process by which the parties will seek required approvals. To the extent not prohibited by law, Rivian and VW 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 Governmental Authority 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.

(iii) For the avoidance of doubt, neither Rivian nor VW shall be obligated to accept any remedies (i.e., conditions, obligations or other requirements, including 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 SalesCo Antitrust Approvals are subject, and any such non-acceptance shall not constitute a breach of their obligations set forth in this Section 5.05(b).

(c) Personnel. Unless otherwise agreed in writing by VW and Rivian, the Co-Chief Executive Officers of SalesCo (the “SalesCo CEOs”) and the Head of Finance shall initially be the same individuals serving as Co-CEOs (as defined in the LLCA) and the Chief Financial Officer of the Company, respectively, and the directors serving on SalesCo’s board of directors shall initially be the same individuals serving as Directors (as defined in the LLCA) of the Company’s Board (as defined in the LLCA). Subject to the approval, not to be unreasonably withheld, of the SalesCo CEOs, Rivian and VW shall identify and appoint certain officers and employees of SalesCo, including, by [***], a Head of Business Development and three additional business development employees, with two business development employees being nominated by each of VW and Rivian (each such individual may be a secondee of VW or Rivian, or may become a direct employee of SalesCo, in each case, as determined by the Party appointing each such individual). SalesCo shall not be permitted to order development services or otherwise engage resources from the Company (except for employees with roles at both the Company and SalesCo) until [***] after the Closing Date.

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(d) Operationalization of SalesCo

(i) In connection with the formation of SalesCo, Rivian and VW shall put in place a license structure and business model substantially in the form attached hereto as Schedule 5.05, to enable SalesCo to operate the Third Party Business and to enter into agreements with Third Party Business Customers as contemplated by Section 5.05(d)(ii).

(ii) Unless otherwise agreed to in writing by Rivian and VW, the terms of SalesCo’s commercial agreements with Third Party Business Customers shall be consistent with the terms attached hereto as Exhibit K, and SalesCo shall have the sole authority to negotiate the terms of such commercial agreement (without participation of VW or Rivian or any of their Affiliates) with Third Party Business Customers so long as (A) the material terms of such commercial agreement are negotiated within the parameters agreed by the Parties in such Exhibit, (B) any changes not contemplated by Exhibit K are determined by SalesCo to be substantially similar to such Exhibit K, and (C) if such Third Party Business Customer requires its own form of agreement to be used, SalesCo, in consultation with outside counsel, reasonably determines that the terms of such agreement are consistent with those set forth in Exhibit K.

(iii) As soon as practicable after the later of SalesCo formation or [***], SalesCo’s board of directors (as constituted in accordance with the SalesCo LLCA) shall meet at least quarterly to, among other things, evaluate SalesCo’s sales roadmap, progress, and re-confirm the viability of SalesCo’s ability to support the growth of the Third Party Business.

(iv) Notwithstanding anything to the contrary herein, unless otherwise unanimously approved by SalesCo’s board of directors, SalesCo shall not permit use by Third Party Business Customers of Technology relating to hardware architecture developed by the Company or any of its Subsidiaries, unless such hardware architecture Technology has been available for use by VW for at least [***].

(e) SalesCo Failure Events. The occurrence of any of the following shall be deemed a “SalesCo Failure Event”:

(i) Failure of the filings contemplated by the first sentence of Section 5.05(b) to have been made by [***], but only if (i) such failure is the direct result of a breach by VW of its obligations set forth in the first sentence of Section 5.05(b) (a “Section 5.05 Breach”), and (ii) not a direct result of Rivian’s failure to comply with its obligations under the first sentence of Section 5.05(b);

(ii) Failure of all SalesCo Antitrust Approvals to have been obtained within [***] following the date of filing the last of the applicable regulatory filings under Section 5.05(b)(i);

(iii) Mutual determination of the Parties to discontinue pursuit of Third Party Business through SalesCo; or

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(iv) SalesCo’s failure to secure contracts in respect of the Third Party Business providing for aggregate future revenue to SalesCo of at least $[***] by [***].

(f) Consequences of SalesCo Failure Event. Following the occurrence of a SalesCo Failure Event, and in the case of Section 5.05(e)(i), notification thereof delivered by Rivian to VW with such SalesCo Failure Event remaining uncured for [***] after delivery of a written notice by Rivian to VW, Rivian may, at its sole option, deliver a notice to VW (the “SalesCo Failure Notice”) setting forth its desire to wind-down the operation of the Third Party Business through SalesCo (a “SalesCo Winddown”). Following the delivery of the SalesCo Failure Notice, Rivian and VW shall take such actions as may be reasonably necessary to ensure that:

(i) Rivian shall have the right to operate the Third Party Business (other than the VW Skateboard/Chassis Business) independently of VW and SalesCo, and none of VW or SalesCo shall have any right to operate or participate in the revenue or profits of such portion of the Third Party Business that is operated by Rivian; in any such event, the Company shall remain the sole subcontractor for Third Party Development services requested by Third Party Business Customers; and

(ii) VW shall have the right to operate the VW Skateboard/Chassis Business (but not any other portion of the Third Party Business, which shall be the exclusive right of Rivian) independently of Rivian and SalesCo, and none of Rivian or SalesCo shall have any right to operate or participate in the revenue or profits of the VW Skateboard/Chassis Business; in any such event, the Company shall remain the sole subcontractor for Third Party Development services requested by VW Skateboard/Chassis Business customers.

(g) Reentry into Third Party Business.

(i) Notwithstanding the provisions of Section 5.05(f), if, following a SalesCo Winddown, the aggregate revenues of the Third Party Business or the VW Skateboard/Chassis Business, as operated by Rivian or VW, respectively, in accordance with Section 5.05(f), exceed $[***], then either Party shall have the right, upon written notice to the other Party (the “Reentry Notice”), to request that the Third Party Business (including the VW Skateboard/Chassis Business) be operated by a newly formed entity jointly-owned by the Parties and intended to conduct the Third Party Business or otherwise pursuant to a structure to be determined by the Parties in good faith (subject to receipt of any necessary regulatory approvals).

(ii) Promptly following the delivery of a Reentry Notice, the Parties shall use their commercially reasonable efforts to, within [***] of a Party’s delivery of such Reentry Notice mutually agree on a structure pursuant to which the Third Party Business could be operated, with the profits and liabilities of the Third Party Business following the implementation of such structure to be shared in proportion to the Parties’ respective ownership of such new entity. Following agreement on such structure, the Parties shall promptly implement such structure, entering into such agreements with, and transferring such assets or employees to, such entity jointly-owned by the Parties and intended to conduct the Third Party Business as may be necessary.

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SECTION 5.06. [***]

SECTION 5.07. Joint Sourcing. From and after the Closing, the Parties shall reasonably cooperate to identify opportunities for joint sourcing in a manner that maximizes efficiency and is otherwise compliant with applicable Laws, including applicable Antitrust Laws.

SECTION 5.08. Other Restrictions.

(a) The Parties shall not, and shall cause their Subsidiaries not to, provide, export or re-export, directly or indirectly, to the Specified Countries or for use in the Specified Countries any goods, Software or technology supplied under or in connection with this Agreement or any of the Transaction Documents, including by way of the sale, licensing or transfer in any manner of Intellectual Property Rights or Trade Secrets, and to the granting of rights to access or re-use any material or information protected by Intellectual Property Rights or protected as a Trade Secret.

(b) The Parties shall, and shall cause their Subsidiaries to, use commercially reasonable efforts to cause third-party customers and suppliers, including resellers or sublicensees, to comply with the foregoing.

(c) The Parties shall, and shall cause their Subsidiaries to, promptly inform each Party about any actual or potential breach of the requirements set forth in this Section 5.08.

SECTION 5.09. [***]

SECTION 5.10. [***]

SECTION 5.11. Material IP Contract Consents. If the assignment, transfer or sublicensing to the Company of any Rivian IP In-License, in each case, requires any permission, consent, agreement, authorization or waiver of a third party (each a “Material IP Contract Consent”), Rivian shall use commercially reasonable efforts to obtain each such Material IP Contract Consent, and the Parties shall procure that the Company provides reasonable cooperation to obtain such Material IP Contract Consents. Rivian shall bear its own administrative costs of seeking and obtaining any Material IP Contract Consent. If any other costs, fees and expenses are required to be incurred to obtain any Material IP Contract Consents, the Parties shall negotiate in good faith the allocation of such costs, fees and expenses as between Rivian and the Company, provided that (x) in relation to any Rivian IP In-License being assigned to the Company, any royalties or other payments due under such Rivian IP In-License (i) prior to and (ii) on or following, the date on which such Rivian IP In-License is assigned to the Company shall be borne by Rivian and the Company, respectively, and (y) in relation to any Rivian IP In-License being sublicensed to the Company, Rivian shall bear any royalties or other payments due under such Rivian IP In-License prior to, on and following the date on which the such Rivian IP In-License is sublicensed to the Company, subject to the Company reimbursing Rivian for any royalties or other payments due under such Rivian IP In-License on or following such date which are directly attributable to the Company’s sublicense under such Rivian IP In-License (such as volume-based

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or user-based payments). If Rivian is unable to obtain any Material IP Contract Consent, the Parties shall co-operate in good faith to enter into a mutually acceptable alternative arrangement that is sufficient to enable the Company to receive the relevant benefit or rights under the relevant Rivian IP In-License without such Material IP Contract Consent. Until such alternative arrangement is agreed upon or the problem is otherwise resolved to the satisfaction of the Parties, Rivian shall use commercially reasonable efforts to provide to the Company the relevant benefit or rights under the relevant Rivian IP In-License.

SECTION 5.12. Insurance. Rivian shall cause the Company to initially be insured by the insurance policies of Rivian.

SECTION 5.13. Temporary Access to E/E Architecture Source Code. On the Closing Date, Rivian shall electronically transmit (or shall ensure that it has transmitted) a copy of the Source Code for the Rivian E/E Architecture (for the avoidance of doubt, other than with respect to any Rivian Excluded Technology) in the form that such Source Code exists as of the Closing Date (“E/E Architecture Source Code”) to a secure cloud repository (such as Gitlab) and grant access to the Company to such repository. Such access to Source Code will be granted at a “read and write” access level. Any access and use of such E/E Architecture Source Code by the Company shall be limited to the extent required for the Company to comply with its obligations under the Development and Services Agreements. Any access by VW shall at all times be subject to any applicable restrictions in the Rivian Background IP Agreements and the Development and Services Agreements.

SECTION 5.14. Segregation of Background Source Code.

(a) No later than [***] after the Closing Date, Rivian shall segregate the portion of the E/E Architecture Source Code corresponding to the Source Code of the Background Software (as defined in the Background Unregistered IP License Agreement) (the “Source Code Segregation”).

(b) Promptly following the Source Code Segregation, Rivian shall deliver to the Company, (i) a complete, commented (to the extent such commenting is in existence as of the Closing Date) copy of the Background Software in existence as of the Closing Date, (ii) a copy of all documentation necessary or useful for the development or exploitation of the Rivian Licensed Intellectual Property in the possession or control of Rivian or its Affiliates as of the Closing Date, (but, with respect to any documentation owned by a third party, only to the extent that Rivian is permitted by the relevant third party to provide such documentation), in each case which are necessary and required for the Company to comply with its obligations under the Development and Services Agreement, and to the extent that, as of the Closing Date, Rivian is permitted under the terms of the relevant Rivian IP In-Licenses to deliver such Software to the Company and (iii) complete instances of all Software (including Tools) included in the Rivian In-Licensed Intellectual Property, to the extent that, as of the Closing Date, Rivian is permitted under the terms of the relevant Rivian IP In-Licenses to deliver such Software to the Company.

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(c) Promptly following the Source Code Segregation, Rivian shall deliver to VW a copy of the Background Software and Software protected by the Third-Party Background IP in accordance with and subject to the terms set forth in Section 2.4.1 of the Background Unregistered IP License Agreement.

(d) Following the Source Code Segregation and the delivery of the Background Software to the Company and VW as set forth above in subsections (b) and (c), Company and VW shall have no further rights to access the E/E Architecture Source Code through Rivian’s repository and Rivian shall restrict such access.

SECTION 5.15. [***]

SECTION 5.16. Name of the Company. The Parties shall cooperate in good faith to rename each of (a) the Company to “Rivian and VW Group Tech, LLC”, and (b) the Canadian Subsidiary to “Rivian and VW Group Tech Canada, Inc.”, and amend the respective organizational documents of the Company and Canadian Subsidiary accordingly, in each case, as promptly as practicable and in a manner not to materially disrupt the operations of the Company or the Canadian Subsidiary, and in any event not later than [***].

SECTION 5.17. [***]

ARTICLE VI

TAX MATTERS

SECTION 6.01. Cooperation. Each Rivian Entity, the Company and each VW Entity shall cooperate fully as and to the extent reasonably requested by the other Parties in connection with the preparation and filing of any Tax Return, and the resolution or defense of any claim, audit, litigation or other proceeding relating to Liability for Taxes, and each Party will retain and provide the other with any records or information which may be relevant to such Tax Return, audit, or examination or proceedings to the extent that the same are not otherwise reasonably available to the requesting party. Each Rivian Entity, the Company and each VW Entity shall use commercially reasonable efforts to make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder as may be reasonably requested by a Party.

SECTION 6.02. Transfer Taxes. Notwithstanding any other provision of this Agreement, all Transfer Taxes shall be borne and paid in equal amounts by VW and Rivian. The Parties shall reasonably cooperate in providing each other with any appropriate documentation related to Transfer Taxes, including resale exemption certifications and other similar documentation. All Tax Returns with respect to Transfer Taxes shall be prepared and filed by the Party required under applicable Law to file such Tax Returns, and the Party that filed such Tax Return shall provide to the other Party a true copy of each such Tax Return as filed and evidence of the timely filing thereof. If required by applicable Law, each Party shall, and shall cause their respective Affiliates to, cooperate in preparing and filing, and join in the execution of, any such Tax Returns.

SECTION 6.03. Intended Tax Treatment. The Parties acknowledge and agree that, for U.S. federal income tax purposes, the transactions contemplated herein shall be treated as the formation of a partnership accompanied by a “disguised sale” of partnership assets

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in accordance with Sections 721 and 707 of the Internal Revenue Code and Section 1.707-3 of the Treasury Regulations promulgated thereunder. At Closing, (a) the Company will be treated as a newly created partnership for U.S. federal income tax purposes in accordance with Section 301.7703-3(b) of the Treasury Regulations, (b) the contribution by Rivian and VW of their respective assets, as contemplated by this Agreement, to the Company in exchange for the Company’s membership interests, shall be treated as a transaction described in Sections 721(a), 722, 723 and 1223(1) of the Internal Revenue Code, and (c) the payment to VW AG pursuant to Section 2.02(b)(v) shall be treated as resulting from the payment by the German Subsidiary to VW in respect of the rights granted by VW in accordance with Section 5.03(a) hereof to permit the German Subsidiary to solicit, interview, and offer employment to the VW In-Scope Employees and as such shall be treated as sourced outside the United States for U.S. federal income tax purposes. The Parties further agree not to take any action or position on any Tax Return that is inconsistent with such treatment unless otherwise required to do so by applicable Law or a determination (as defined in Section 1313(a) of the Internal Revenue Code). For purposes of applying Section 704(c) of the Internal Revenue Code and establishing the opening capital accounts of the Company, and for all other Tax purposes, as soon as practicable after Closing, Rivian shall prepare and deliver to VW a statement in accordance with Article VI (Allocations) of the LLCA (the “Allocation Statement”). If within ten (10) days after the delivery of the Allocation Statement, VW notifies Rivian in writing that VW objects to the allocation set forth in the Allocation Statement, Rivian and VW shall use their best efforts to revise the allocation specified in the Allocation Statement to the mutual satisfaction of the Parties within twenty (20) days. In the event that VW and Rivian are unable to resolve such dispute within twenty (20) days, VW and Rivian shall jointly retain a nationally recognized accounting firm mutually agreed by the Parties (the “Accounting Referee”) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of such Accounting Referee shall be borne equally by VW and Rivian. The Parties shall, and shall cause their respective Affiliates to, report, act and file all required Tax Returns (including Internal Revenue Service Forms 1065) in all respects and for all purposes consistent with such Allocation Statement (as finalized). None of VW, the Company or Rivian shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such Allocation Statement unless required to do so by applicable Law.

ARTICLE VII

INDEMNIFICATION

SECTION 7.01. Survival of Representations, Warranties and Covenants.

(a) Except in the case of fraud, the representations and warranties of the Parties contained in this Agreement shall survive the Closing for a period of [***] after the Closing, except for:

(i) the Fundamental Representations, which shall survive the Closing until the expiration of the applicable statute of limitations;

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(ii) the representations and warranties of Rivian contained in Section 3.05(d), which shall survive the Closing for a period of: (a) [***] after the Closing with respect to claims for indemnification under Section 7.02(a)(iv), and (b) [***] after the Closing with respect to claims for indemnification under Section 7.02(a)(v) and Section 7.02(a)(vi);

(iii) the representations and warranties of Rivian contained in Section 3.05(e), Section 3.05(j), and Section 3.05(l), which shall survive the Closing for a period of [***] after the Closing with respect to claims for indemnification under Section 7.02(a)(v) and Section 7.02(a)(vi); and

(iv) the representations and warranties of VW contained in Section 4.05(d), which shall survive the Closing for a period of [***] after the Closing.

(b) The covenants or agreements contained in this Agreement shall survive the Closing until fully performed in accordance with their terms or until the expiration of the term of the undertaking set forth in such covenants and agreements, whichever is earlier.

(c) Any claim made with reasonable specificity by the party seeking to be indemnified within the time periods set forth in this Section 7.01 shall survive until such claim is finally resolved.

SECTION 7.02. Indemnification by Rivian.

(a) VW and the VW Associated Entities (each a “VW Indemnified Party”) shall from and after the Closing be indemnified and held harmless by Rivian from and against any and all losses, liabilities, damages, claims, Taxes, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ fees and expenses) actually suffered or incurred by them (hereinafter a “Loss”), to the extent arising out of, or resulting from:

(i) the breach of any representation or warranty made by Rivian contained in Article III, other than a Rivian Fundamental Representation or Rivian IP Representation, as of the date hereof (or, to the extent made as of a specific date, as of such date);

(ii) the breach of any Rivian Fundamental Representation as of the date hereof (or, to the extent made as of a specific date, as of such date);

(iii) the breach of any covenant by Rivian contained in this Agreement;

(iv) any Material Rivian Infringement Breach where such breach is within Rivian’s Actual Knowledge;

(v) Rivian’s breach of the representations made as of the date hereof by Rivian in (A) Section 3.05(d), where such breach is not within Rivian’s Actual Knowledge and is a result of the Climbtech 1+2 Technology infringing or misappropriating a third party’s Intellectual Property Rights other than a third party that

47

is an NPE, and (B) Section 3.05(e) (excluding [***] IP), but in each case, only where such breach results in the inability of the Company to operate the Business (as defined in the LLCA) substantially in the manner contemplated by the Parties;

(vi) (A) any claim or action brought against the Company, VW and/or any VW Associated Entities by a third party (but excluding any claim or action brought by an NPE) that the use of any part of the Climbtech 1+2 Technology (in the form existing as of the date hereof without modification and without combination with any other software or other technology or materials) infringes, misappropriates or otherwise violates such third party’s Intellectual Property Rights, where such infringement, misappropriation or violation is not within Rivian’s Actual Knowledge, and (B) Rivian’s breach of the representations made by Rivian as of the date hereof in Section 3.05(e), Section 3.05(j) and Section 3.05(l), but with respect to Section 3.05(l)(ii), only where such breach renders any material portion of the Climbtech 1+2 Technology unusable or unexploitable, in each case excluding representations relating to the [***] IP;

(vii) the breach of any Rivian IP Representation (but excluding Section 3.05(l)(i) and any claims covered by Section 7.02(a)(iv) to Section 7.02(a)(vi) above and any Rivian IP Representation relating to the [***] IP);

(viii) any claim or action brought against the Company, VW and/or any VW Associated Entities by an NPE that the use of any part of the Climbtech 1+2 Technology infringes, misappropriates or otherwise violates any third party’s Patents; and

(ix) from the [***] Completion Date, any breach of any Rivian IP Representation relating to the [***] IP.

(b) The Company and its Subsidiaries shall from and after the Closing be indemnified and held harmless by Rivian from and against any and all Losses, to the extent arising out of, or resulting from, any Excluded Rivian Liabilities.

SECTION 7.03. Indemnification by VW

(a) Rivian and its Affiliates (each a “Rivian Indemnified Party”) shall from and after the Closing be indemnified and held harmless by VW from and against any and all Losses, to the extent arising out of, or resulting from:

(i) the breach of any representation or warranty made by VW contained in Article IV other than the VW Fundamental Representations or the VW IP Representations as of the date hereof (or, to the extent made as of a specific date, as of such date);

(ii) the breach of any VW Fundamental Representations as of the date hereof (or, to the extent made as of a specific date, as of such date);

(iii) any Material VW Infringement Breach where such breach is within VW’s Actual Knowledge;

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(iv) the breach of any VW IP Representations (but excluding any claims covered by Section 7.03(a)(iii)) as of the date hereof (or, to the extent made as of a specific date, as of such date); and

(v) the breach of any covenant by VW contained in this Agreement.

(b) The Company and its Subsidiaries shall from and after the Closing be indemnified and held harmless by VW from and against any and all Losses, to the extent arising out of, or resulting from, Excluded VW Liabilities.

SECTION 7.04. Claims of Indemnification by Rivian.

(a) A VW Indemnified Party may bring a claim for indemnification for a period of: (i) [***] after the Closing with respect to claims for indemnification under Section 7.02(a)(iv), (ii) [***] after the Closing with respect to claims for indemnification under Section 7.02(a)(v) and Section 7.02(a)(vi), and (iii) [***] after the Closing with respect to claims for indemnification under Section 7.02(a)(vii), and (iv) [***] after the Closing with respect to claims for indemnification under Section 7.02(a)(viii).

SECTION 7.05. Limitations on Indemnification.

(a) No claim may be asserted nor may any Action be commenced against a Party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim or Action is received by such party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or Action is based ceases to survive as set forth in Section 7.01or 7.04.

(b) Notwithstanding anything to the contrary contained in this Agreement, and except in the case of fraud:

(i) Rivian shall not be liable for any Losses pursuant to Section 7.02(a)(i) or 7.02(a)(vii), unless and until the aggregate amount of indemnifiable Losses which may be recovered from Rivian exceeds $[***] (the “Basket”) whereupon VW shall be entitled to indemnification for the entire amount of such Losses (including the Basket), subject to the limitations set forth in this Article VII;

(ii) no Losses may be claimed under Section 7.02(a)(i) or Section 7.03(a)(i) or shall be reimbursable by or shall be included in calculating the aggregate Losses set forth in clause (i), above other than Losses in excess of $[***] resulting from any single claim or series of related claims arising out of the same facts, events or circumstances; and

(iii) Rivian’s aggregate Liability for indemnification under Section 7.02(a) shall be limited as follows:

A. pursuant to the terms of Section 7.02(a)(i) shall not exceed $[***];

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B. pursuant to the terms of Section 7.02(a)(ii) shall not exceed $[***]; provided, that such amount shall increase by an additional $[***] concurrently with each $[***] payment received by the Company from VW pursuant to Section 21.1.4(ii) of the Development and Services Agreement, up to a maximum aggregate amount of $[***] (the amount as calculated pursuant to this section as of any specific date, the “Current Cap”);

C. pursuant to the terms of Section 7.02(a)(iv) shall not exceed $[***];

D. pursuant to the terms of Section 7.02(a)(v) shall not exceed $[***];

E. pursuant to the terms of Section 7.02(a)(vi) shall not exceed $[***];

F. pursuant to the terms of Section 7.02(a)(vii) shall not exceed $[***];

G. pursuant to the terms of Section 7.02(a)(viii) shall not exceed $[***]; and

H. pursuant to the terms of Section 7.02(a)(ix) shall not exceed $[***].

I. Notwithstanding the foregoing, Rivian’s aggregate Liability for indemnification with respect to all obligations for indemnification under Section 7.02(a) shall in no event exceed $[***] (the “Max Cap”); provided, that, except for claims under Section 7.02(a)(iii) or Section 7.02(a)(iv), if the then Current Cap is lower than $[***], then claims for indemnification under Section 7.02(a) shall be indemnifiable up to the amount of the then Current Cap; provided, further, that in respect of any portion of a claim for which indemnification would have been available under this Article VII but for application of the Current Cap, such portion of such claim shall be indemnifiable to the extent the Current Cap is increased from time to time (but in any event, only up to the Current Cap as of such time), and for claims under Section 7.02(a)(vi) and Section 7.02(a)(vii) relating to Section 3.05(l)(ii), Rivian’s aggregate Liability for indemnification shall not exceed $[***];

(iv) Notwithstanding anything to the contrary in Section 7.02, (A) any claim for indemnification that may be brought under Section 7.02(a)(iv) shall only be brought thereunder (and not under Sections 7.02(a)(v) to 7.02(a)(vii)), (B) any claim for indemnification that may (subject to the foregoing clause (A)) be brought under Section 7.02(a)(v) shall only be brought thereunder (and not under Sections 7.02(a)(vi) to 7.02(a)(vii)), (C) any claim for indemnification that may be brought under either Section 7.02(a)(iv) or Section 7.02(a)(v) shall only be brought under Section 7.02(a)(iv) (and not under Section 7.02(a)(v)), and (D) any claim for indemnification that may be brought under either Section 7.02(a)(vi) or Section 7.02(a)(vii) shall only be brought under Section 7.02(a)(vi) (and not under Section 7.02(a)(vii)).

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(c) Notwithstanding anything to the contrary contained in this Agreement, and except in the case of fraud,

(i) VW shall not be liable for any Losses pursuant to Section 7.03(a)(i), unless and until the aggregate amount of indemnifiable Losses which may be recovered from VW exceeds the Basket whereupon Rivian shall be entitled to indemnification for the entire amount of such Losses (including the Basket); and

(ii) VW’s aggregate Liability for indemnification pursuant to Section 7.03(a)(i) shall in no event exceed $[***];

(iii) VW’s aggregate Liability for indemnification pursuant to Section 7.03(a)(ii) shall in no event exceed $[***];

(iv) VW’s aggregate Liability for indemnification pursuant to Section 7.03(a)(iii) shall in no event exceed $[***]; and

(v) VW’s aggregate Liability for indemnification pursuant to Section 7.03(a)(iv) shall in no event exceed $[***];

(d) No Party shall be entitled to any payment, adjustment or indemnification more than once with respect to the same matter or series of related matters regardless of such matter being attributed to more than one indemnity provision or more than one indemnified party, or to breach of several representations, warranties or covenants.

(e) For purposes of this Article VII, and notwithstanding anything herein to the contrary, the determination of Loss (but not the determination of any breach) in respect of a representation or warranty (other than the term “Material Contract”) shall be determined without giving effect to any qualifications regarding materiality, including by the use of the terms “material”, “Rivian Material Adverse Effect”, “VW Material Adverse Effect” or similar qualifications contained in or otherwise applicable to such representation or warranty.

(f) For all purposes of this Article VII, “Losses” shall be net of (i) any recovery or benefit (including insurance and indemnification) that may be paid to the Indemnified Party or any of its Affiliates in connection with the facts giving rise to the right of indemnification and, if the Indemnified Party or any of its Affiliates receives such recovery or benefit after receipt of payment from the Indemnifying Party, then the amount of such recovery or benefit, net of reasonable expenses incurred in obtaining such recovery or benefit, shall be paid to the Indemnifying Party up to the amount paid to the Indemnified Party by the Indemnifying Party, and (ii) any Tax benefit that is actually realized by the Indemnified Party or any of its Affiliates in the taxable year such Loss was incurred arising in connection with the accrual, incurrence or payment of any such Losses. Losses shall in no event include diminution in value or other damage suffered as a result of an Indemnified Party being a stockholder or other holder of equity of any Indemnifying Party. Losses shall in no event include diminution in value or other damage suffered solely as a result of an Indemnified Party being a stockholder or other holder of equity of any Indemnifying Party.

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(g) The Parties agree to mitigate Losses, but only to the extent required under applicable Law.

SECTION 7.06. Notice of Loss; Third-Party Claims.

(a) An Indemnified Party shall promptly give the Indemnifying Party written notice in reasonable detail of any matter which an Indemnified Party has determined has given, or could give, rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnifying Party shall then have a period of [***] after the receipt of such claim (the “Indemnity Response Period”) to notify the Indemnified Party as to whether the Indemnifying Party disputes its Liability to the Indemnified Party with respect to such claim. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or fails to notify the Indemnified Party within the Indemnity Response Period as to whether the Indemnifying Party dispute the claim described in such claim notice, then the corresponding Loss will be conclusively deemed to be a Liability of the Indemnifying Party under this Article VII and the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party within [***] thereafter (or, in the event of a Third-Party Claim, upon final judgment or settlement with respect to such claim in accordance with this Article VII). If the Indemnifying Party notifies the Indemnified Party within the Indemnity Response Period that the Indemnifying Party disputes its Liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through negotiations within a period of [***] from the date of such notice or such longer period as may be agreed to in writing, either of the Indemnifying Party or the Indemnified Party shall be entitled to initiate any action to pursue such remedies as may be available to such party on the terms and subject to the provisions of this Agreement. Following final resolution of any disputed claim and the determination of the corresponding Loss under the applicable dispute resolution procedures, the Indemnifying Party shall pay the amount of such Loss to the Indemnified Party within [***] thereafter.

(b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment against it (each, a “Third-Party Claim”), that could give rise to a claim for Loss under this Agreement, the Indemnified Party shall promptly give the Indemnifying Party written notice in reasonable detail of such Third-Party Claim, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises, together with copies of all notices and documents served on or received by the Indemnified Party and its Representatives in respect thereof. A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 7.06(b) shall not limit the obligations of the Indemnifying Party under this Agreement, except (i) to the extent such Indemnifying Party is actually and materially prejudiced thereby, or (ii) to the extent advisory or other out-of-pocket, third-party expenses are incurred with respect to the conduct of the Third-Party Claim during the period in which notice was not provided.

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(c) The Indemnifying Party shall be entitled to assume and control the defense of such Third-Party Claim at its expense and through counsel of its choice, if it gives notice of its intention to do so to the Indemnified Party within [***] of the receipt of such notice from the Indemnified Party, it being understood that such election shall be without prejudice to the rights of the Indemnifying Party to dispute whether such claim involves recoverable or indemnifiable Losses under this Agreement. If the Indemnifying Party elects to undertake any such defense against a Third-Party Claim, the Indemnified Party may participate in such defense at its own expense, to the extent permitted by applicable Law; provided, that the Indemnifying Party shall not be entitled to assume control of such defense if the claim for indemnification relates to or arises in connection with any criminal proceeding. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto (or in the possession or control of any of its Representatives) as is reasonably requested by the Indemnifying Party or its counsel. If the Indemnifying Party so elects to direct the defense of any such Third-Party Claim, the Indemnified Party shall not pay, or permit to be paid, any part of such Third-Party Claim unless (i) the Indemnifying Party consents in writing to such payment, or (ii) a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party is entered against the Indemnified Party for such Third-Party Claim. If the Indemnified Party assumes the defense of any such Third-Party Claim pursuant to this Section 7.06(c), the Indemnifying Party shall have the right at its expense (A) to participate in the defense assisted by counsel of its own choosing, and (B) to participate in the settlement or assume or reassume the defense of such Third-Party Claim. The Indemnified Party shall not admit any Liability with respect to, or settle, compromise or discharge any Third-Party Claim without the Indemnifying Party’s prior written consent. The Indemnifying Party shall keep the Indemnified Party updated on all material matters relating to the Third-Party Claim, and the Indemnifying Party shall not settle the subject claim without the prior written consent of the Indemnified Party unless it obtains a full and unconditional release of the Indemnified Party in respect of such Third-Party Claim. In the event of any settlement entered into by the Indemnifying Party without the Indemnified Parties’ consent, the Indemnifying Party shall pay all settlement costs in full, including any ongoing royalty and license payments. In the event of any settlement entered into with the consent of the Indemnified Party, the Indemnifying Party shall pay all settlement costs, including any ongoing royalty and license payments, subject to the limitations on indemnification set forth herein.

SECTION 7.07. Remedies. Each of the Parties acknowledges and agrees that following the Closing, except in the case of fraud (a) other than as provided in Section 8.11, (i) the indemnification provisions of this Article VII shall be the sole and exclusive remedies of the Indemnified Parties, and the parties to any Local Conveyance and the Rivian Background IP Agreements for any Losses that the Indemnified Parties may at any time suffer or incur, or become subject to, as a result of, or in connection with this Agreement, any Local Conveyance and the Rivian Background IP Agreements (collectively, the “Covered Agreements”) or the transactions contemplated in the Covered Agreements, including any failure to perform and comply with any covenant or agreement in the Covered Agreements, and (ii) any and all claims arising out of, or

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in connection with the transactions contemplated in the Covered Agreements must be brought under, and in accordance with the terms of, this Agreement, and (b) notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained in any of the Covered Agreements shall give rise to any right on the part of any Party after the consummation of the transactions contemplated by the Covered Agreements to rescind the Covered Agreements or any of the transactions contemplated hereby or thereby. Each Party shall cause its Affiliates to comply with this Section 7.07.

ARTICLE VIII

GENERAL PROVISIONS

SECTION 8.01. Expenses. Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial and other advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement, shall be borne by the party incurring such costs and expenses.

SECTION 8.02. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given or made (w) when delivered personally by hand, (x) two (2) Business Days after mailing, if sent by a nationally-recognized overnight delivery service (unless the records of the delivery service indicate otherwise), (y) on the date sent by electronic mail (with confirmation of transmission), or (z) three (3) Business Days after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Party at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.02):

Volkswagen International America Inc.

c/o Volkswagen Aktiengesellschaft

Berliner Ring 2, 38440

Wolfsburg, Germany

Attention: [***]

Email: [***]

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

Volkswagen Aktiengesellschaft

Berliner Ring 2, 38440

Wolfsburg, Germany

Attention: [***]

Email: [***]

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Linklaters LLP

1290 Avenue of the Americas

New York, NY 10104

Attention: [***]

Email: [***]

Rivian Automotive, Inc.

14600 Myford Road

Irvine, California 92606

Attention: Chief Executive Officer; and

General Counsel

Email: [***]

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

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, CA 94304-1018

Attention: [***]

Email: [***]

Rivian and VW Group Technology, LLC

607 Hansen Way

Palo Alto, CA 94304

Attention: [***]

E-mail: [***]

Volkswagen Aktiengesellschaft

Berliner Ring 2, 38440

Wolfsburg, Germany

Attention: [***]

Email: [***]

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

Linklaters LLP

1290 Avenue of the Americas

New York, NY 10104

Attention: [***]

Email: [***]

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SECTION 8.03. Public Announcements. None of the Parties shall make, or cause to be made, any press release or public announcement in respect of this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby or otherwise communicate with any news media regarding this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby without the prior written consent of the other Parties, unless such press release or public announcement is required by Law or applicable stock exchange regulation, in which case the Parties shall, to the extent legally permissible, consult with each other as to the timing and contents of any such press release, public announcement or communication; provided that the prior written consent of the other Parties shall not be required hereunder with respect to any press release, public announcement or communication that is substantially similar to a press release, public announcement or communication previously issued with the prior written consent of such other parties.

SECTION 8.04. Severability. If any term or other provision of this Agreement is declared invalid, illegal or incapable of being enforced by any Governmental Authority, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

SECTION 8.05. Entire Agreement. This Agreement, the Disclosure Schedules, the other Transaction Documents and the Confidentiality Agreement constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.

SECTION 8.06. Assignment. This Agreement and the rights and obligations hereunder may not be assigned by any Party by operation of law or otherwise without the express written consent of the other Parties (which consent may be granted or withheld in the sole discretion of the non-assigning Parties), and any attempted assignment that is not in accordance with this Section 8.06 shall be null and void.

SECTION 8.07. Amendment. This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of, the Parties that expressly references the Section of this Agreement to be amended, or (b) by a waiver in accordance with Section 8.08.

SECTION 8.08. Waiver. Any Party may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties of the other Parties contained herein or in any document delivered by the other Parties pursuant to this Agreement, or (c) waive compliance with any of the agreements of the other Parties or conditions to such obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Parties

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to be bound thereby. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any other right hereunder. Any waiver of any term or condition hereof shall not be construed as a waiver of any subsequent breach or as a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement.

SECTION 8.09. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of, and be enforceable by, only the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to, or shall confer upon, any other Person any right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

SECTION 8.10. Other Payment Terms. Except as otherwise provided herein, all payments made pursuant to this Agreement shall be made by wire transfer in immediately available funds in U.S. dollars without any setoff, deduction or counterclaim whatsoever, including with respect to payments due pursuant to this Agreement, any other agreement among the Parties or any other Transaction Document.

SECTION 8.11. Specific Performance. The Parties acknowledge and agree that the Parties would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that any non-performance or breach of this Agreement by any Party could not be adequately compensated by monetary damages alone and that the Parties would not have any adequate remedy at law. Accordingly, in addition to any other right or remedy to which any Party may be entitled, at law or in equity (including monetary damages), such Party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without proof of actual damages or posting any bond or other undertaking. The Parties agree that they will not contest the availability of specific performance as a remedy hereunder to prevent or restrain breaches of this Agreement by the Parties, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the respective covenants and obligations of the Parties under this Agreement, all in accordance with the terms of this Section 8.11.

SECTION 8.12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice-of-law rules thereof that may direct the application of the Laws of another jurisdiction.

SECTION 8.13. Dispute Resolution.

(a) Arbitration. Any Party alleging any controversy, claim or dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (a “Dispute”), shall give written notice (a “Dispute Notice”) to the other Parties which includes information on (i) the substance of the Dispute, (ii) the dollar amount at issue, (iii) key areas of disagreement, and (iv) any applicable time sensitivities associated with resolving the Dispute. All applicable statutes of limitations with respect to such Dispute shall be tolled as of the date of the Dispute Notice and until the end of the applicable time period for resolving the Dispute as provided in Section 8.13(b).

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(b) Upon receipt of the Dispute Notice, the Parties shall attempt to resolve such Dispute in good faith within thirty (30) days after receipt of the Dispute Notice. If so requested by one of the Parties, the Parties shall use reasonable best efforts to cause the each of their respective Chief Executive Officers to meet within ten (10) days after receipt of the Dispute Notice in furtherance of resolving the Dispute.

(c) Any Dispute not resolved as provided in Section 8.13(b) shall be referred to and resolved exclusively and finally by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) as are then in effect.

(i) The number of arbitrators shall be three (3), and they shall endeavor to complete the final hearing in the arbitration within six (6) months after the appointment of the last arbitrator; provided that any delay or failure to do so shall not be a basis for challenge or removal of the arbitral tribunal or setting aside any arbitral award.

(ii) If there are only two (2) Parties to the Dispute, then each Party to the Dispute shall nominate one (1) arbitrator within thirty (30) days of the filing of the arbitration, and the two (2) arbitrators so nominated shall select the president of the arbitral tribunal within thirty (30) days after the latter of the two (2) party-appointed arbitrators has been nominated. If there are more than two Parties to the Dispute, then within thirty (30) days of the filing of the arbitration, all claimants shall jointly appoint one (1) arbitrator and all respondents shall jointly appoint one (1) arbitrator, and the two arbitrators so appointed shall select the president of the arbitral tribunal within thirty (30) days after the latter of the two (2) party-appointed arbitrators has been nominated by the parties to the Dispute. If either all claimants or all respondents fail to make a joint appointment of an arbitrator, or if the party-appointed arbitrators cannot reach an agreement on the president of the arbitral tribunal within the applicable time period, then the ICC International Court of Arbitration as the appointing authority shall make the prescribed appointment.

(iii) The seat, or legal place, of arbitration shall be London, England.

(iv) The arbitration proceedings shall be conducted in the English language.

(v) The award of the arbitral tribunal shall be final and binding. Judgment on the award of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction. The Parties agree that service of process for any action to enforce an award may be accomplished according to the procedures of Section 8.02, as well as any other procedure authorized by Law.

(vi) All notices required for any arbitration proceeding shall be deemed properly given if given in accordance with the ICC Rules or this Agreement.

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(vii) The award shall include pre-award and post-award interest, as determined in the arbitral award, from the date of any default or other breach of this Agreement until the arbitral award is paid in full.

(viii) Any arbitral award for the payment of money shall be made payable in U.S. dollars, free of any Tax or other deduction.

(ix) Any arbitration (including (i) a settlement during the course of the arbitration or resulting from an arbitral award or documents exchanged or produced during an arbitration proceeding, (ii) memorials, briefs or other documents prepared for the arbitration, and (iii) the fact or existence of arbitration) shall be confidential and may not be disclosed by the Parties, their employees, officers, directors, counsel, consultants and expert witnesses, except to the extent necessary to enforce any arbitration award or as required by applicable Law; provided, however, that breach of this confidentiality provision shall not void any settlement, expert determination or award.

(d) Conflict. In the event of a conflict between this Section 8.13 and the ICC Rules, the terms of this Section 8.13 shall prevail.

SECTION 8.14. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION OR LIABILITY, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 8.14.

SECTION 8.15. Counterparts. This Agreement may be executed and delivered (including by facsimile or other means of electronic transmission, such as by electronic mail in “pdf” form) in two (2) or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

SECTION 8.16. Other Payment Terms. VW AG shall cause (a) VW to make (and shall make available or cause to be made available to VIA the amounts necessary to make) all payments required by VIA under this Agreement, including payments under Section 2.04 and any indemnification payments by VW that may arise under Article VII, and (b), if the conditions to funding set forth in Section 4.02 of the Loan A Agreement and Section 4.02 of the Loan B Agreement have, in each case, been satisfied or waived, VW SPV to make (and shall make available or cause to be made available to VW SPV the amounts necessary to make)

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the Loan (as defined in the Loan A Agreement) to the Company. VW AG hereby represents and warrants to Rivian as follows: (x) VW AG has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (y) the execution and delivery by VW AG of this Agreement and the performance by VW AG of its obligations hereunder have been duly authorized by all requisite action on the part of VW AG, and (z) this Agreement has been duly executed and delivered by VW AG, and (assuming due authorization, execution and delivery by the other Parties) this Agreement constitutes a legal, valid and binding obligation of VW AG, enforceable against VW AG in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the date first written above by its respective officers thereunto duly authorized.

[Signature Page to Transaction Agreement]

[Signature Page to Transaction Agreement]

[Signature Page to Transaction Agreement]

[Signature Page to Transaction Agreement]

Exhibit 10.2

EXECUTION VERSION

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

INVESTMENT AGREEMENT

among

VOLKSWAGEN INTERNATIONAL AMERICA INC.,

RIVIAN AUTOMOTIVE, INC.,

and

VOLKSWAGEN AKTIENGESELLSCHAFT

(solely with respect to Article VII)

Dated as of November 13, 2024

TABLE OF CONTENTS

i

ii

iii

EXHIBITS

SCHEDULES

RIVIAN DISCLOSURE SCHEDULE

VIA DISCLOSURE SCHEDULE

iv

INVESTMENT AGREEMENT, dated as of November 13, 2024, among Volkswagen International America Inc. (“VIA”), Rivian Automotive, Inc. (“Rivian”), and, solely with respect to Article VII, Volkswagen Aktiengesellschaft (“VW AG”), each a “Party”, and together the “Parties” (in the case of VW AG, solely with respect to Article VII).

WHEREAS, prior to the execution of this Agreement, the Parties entered into a Transaction Agreement (the “Transaction Agreement”) pursuant to which, among other things, the Parties agreed to establish Rivian and VW Group Technology, LLC, a new jointly-owned limited liability company under the laws of the State of Delaware for the purpose of the joint development of software for electric vehicles (the “Company”);

WHEREAS, VIA desires to purchase from Rivian, and Rivian desires to issue and sell to VIA, the Subject Shares on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to enter into this Agreement setting forth the terms and conditions governing their agreement to enter into the transactions contemplated hereby and acknowledging the obligations of the Parties and their Affiliates relating to disclosure of information in accordance with the Information Sharing Agreement and applicable Laws, including applicable Antitrust Laws.

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. For purposes of this Agreement:

“Action” means any claim, action, suit, inquiry, proceeding or investigation by or before any Governmental Authority or arbitral tribunal.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Agreement” means this Investment Agreement among the Parties (including the Schedules and Exhibits hereto) and all amendments hereto made in accordance with the provisions of Section 7.03.

“Antitrust Laws” means any Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, lessening of competition or restraint of trade.

“Background Unregistered IP License Agreement” means that certain Background Unregistered Intellectual Property License Agreement, dated as of the date hereof, between Rivian and VW AG.

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“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Wolfsburg, Germany or Irvine, California, USA.

“Call Event” has the meaning ascribed to such term in the LLC Agreement.

“Call Option Exercise Period” has the meaning ascribed to such term in the LLC Agreement.

“Call Right” has the meaning ascribed to such term in the LLC Agreement.

“Continuing Breach” means, with respect to a representation, warranty, or covenant, an ongoing breach of such representation, warranty, or covenant which breach has not been cured or remediated such that such representation or warranty is then accurate in all material respects or such covenant is then being complied with in all material respects, in each case, as of the applicable Milestone Closing Date; provided, that for the purpose of determining whether such breach has been cured or remediated, any representations or warranties relating to historical matters (such as lookback periods or representations as to compliance with any matter in the past) shall be disregarded, such that if such representation, warranty or covenant is accurate or complied with in all material respects at the present time, then no such Continuing Breach shall be in effect or continuing.

By way of illustration, for the purposes of determining whether a Continuing Breach is occurring with respect to Section 3.09(e), such section shall be deemed to read as “Rivian is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Select Market”.

It is the intention of the Parties that any representation, warranty or covenant subject to Section 2.13(a), 2.13(b), or 2.13(d) shall be permitted to be cured or otherwise remediated any time prior to termination of this Agreement in accordance with Article VI.

“control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract or otherwise.

“Convertible Note” means a convertible promissory note, issued by Rivian to VIA, in a principal amount of $250,000,000, in substantially the form attached hereto as Exhibit B.

“Development and Services Agreement” means that certain Development and Services Agreement, dated as of the date hereof, by and among Rivian Automotive, LLC, VW AG and the Company, as may be amended from time to time.

“Financial Milestone” means the earlier to occur of (a) Rivian achieving two consecutive quarters in which Rivian has earned a Gross Profit of at least $1,000,000 per quarter, or (b) Rivian achieving two quarters (which quarters need not be consecutive) in which Rivian has

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earned a Gross Profit of at least $50,000,000 per quarter, in each case which shall be determined by reference to publicly released or filed financial statements of Rivian with respect to such quarter(s), when available.

“Financial Milestone Aggregate Cash Amount” shall the Financial Milestone Shares Amount plus the Financial Milestone Fixed Premium Amount.

“Financial Milestone Closing Price” means the arithmetic average of the daily volume-weighted average sale price of one Share (calculated to the nearest one-hundredth of one cent) as displayed under the heading “Bloomberg VWAP” on the Bloomberg AQR screen page of Rivian (or, if such screen page is not available, its equivalent successor page) in respect of the period beginning at 9:30:01 a.m., New York time (or such other time as the Nasdaq Global Select 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 Nasdaq Global Select Market publicly announces is the official close of trading) for the thirty (30) consecutive trading days ending on the trading day immediately preceding the Financial Milestone Closing Date (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“Financial Milestone Fixed Premium Amount” shall mean $250,000,000.

“Financial Milestone Shares Amount” shall mean $750,000,000.

“Financial Milestone Shares” shall mean a number of Shares (rounded up to the nearest whole number) equal to (a) the Financial Milestone Shares Amount divided by (b) the Financial Milestone Closing Price.

“Governmental Authority” means any federal, national, foreign, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency, commission or any court of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Gross Profit” means the gross profits of the Company, determined in accordance with United States generally accepted accounting principles, as in effect at the time of calculation and consistently applied; provided, however, that if Rivian determines to consolidate the financial information of the Company into Rivian’s financial statements, then the Gross Profit for purposes of the calculation of the Financial Milestone shall be calculated as if Rivian did not consolidate such financial information of the Company.

“Information Sharing Agreement” means that certain Information Sharing Agreement, dated as of the date hereof, by and among Rivian, VW AG and the Company, as may be amended from time to time.

“Law” means any federal, national, foreign, supranational, state, provincial or local statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

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“Limited Testing Milestone Closing Price” means the arithmetic average of the daily volume-weighted average sale price of one Share (calculated to the nearest one-hundredth of one cent) as displayed under the heading “Bloomberg VWAP” on the Bloomberg AQR screen page of Rivian (or, if such screen page is not available, its equivalent successor page) in respect of the period beginning at 9:30:01 a.m., New York time (or such other time as the Nasdaq Global Select 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 Nasdaq Global Select Market publicly announces is the official close of trading) for the thirty (30) consecutive trading days ending on the trading day immediately preceding the Limited Testing Milestone Closing Date (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Company, dated as of the date hereof.

“Loan B Agreement” means that certain Loan B Agreement, dated as of the date hereof, among the Company, as lender thereunder, Rivian JV SPV, LLC, as borrower thereunder, and Rivian, as parent thereunder.

“Main Services Agreement” means that certain Main Services Agreement, dated as of the date hereof, by and between the Company and Rivian, as may be amended from time to time.

“Milestone” means the Financial Milestone, the Testing Milestone or the SOP Milestone, as the case may be.

“Milestone Closing” means the Financial Milestone Closing, the Limited Testing Milestone Closing, the Testing Milestone Closing or the SOP Milestone Closing, as the case may be.

“Milestone Closing Date” means the Financial Milestone Closing Date, the Limited Testing Milestone Closing Date, the Testing Milestone Closing Date or the SOP Milestone Closing Date, as the case may be.

“Nasdaq Listing Rules” means the rules and regulations promulgated by the Nasdaq Stock Market LLC (or any successor entity) governing the qualification, listing and delisting of companies, as may be amended from time to time.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity.

“Representatives” means, with respect to any Person, such Person’s Affiliates and its and their respective directors, officers, employees, agents and advisors.

“Requisite Stockholder Approval” means such approval of Rivian’s stockholders as may be required by the Nasdaq Listing Rules (including Rule 5635(b) and Rule 5635(d)) or any comparable successor stock exchange listing rules.

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“Rivian Disclosure Schedule” means the disclosure schedule, dated as of the date of this Agreement, delivered by Rivian to VIA in connection with the execution of this Agreement.

“Rivian Fundamental Representations” means the representations and warranties made by Rivian in Section 3.01 (Organization and Validity), Section 3.02 (Authority), Section 3.03 (Enforceability), Section 3.04(c) (No Conflict), Section 3.05 (SEC Documents), Section 3.07 (Capitalization), Section 3.08(a) (No Litigation), Section 3.09 (Financial Statements; Controls; Listing Requirements), Section 3.15 (Compliance with Laws), Section 3.16 (Anti-Corruption Law and Sanctions), Section 3.17 (Money Laundering), Section 3.20 (Solvency) and Section 3.21 (Brokers and Other Advisors).

“Rivian Specified Representations” means the representations and warranties made by Rivian in Section 3.11 (Permits), Section 3.14 (Intellectual Property; Open Source Software; IT Systems; Data), Section 3.18 (Insurance) and Section 3.19 (Labor).

“Shares” means shares of Rivian’s Class A common stock, $0.001 par value per share.

“SOP Milestone” means the earlier of (i) the commencement of series production of the first vehicle program produced by VW AG or any of its Affiliates that incorporates the E/E Architecture developed by the Company or (ii) January 3, 2028 (without further conditionality).

“SOP Milestone Aggregate Cash Amount” shall the SOP Milestone Shares Amount plus the SOP Milestone Fixed Premium Amount.

“SOP Milestone Closing Price” means the arithmetic average of the daily volume-weighted average sale price of one Share (calculated to the nearest one-hundredth of one cent) as displayed under the heading “Bloomberg VWAP” on the Bloomberg AQR screen page of Rivian (or, if such screen page is not available, its equivalent successor page) in respect of the period beginning at 9:30:01 a.m., New York time (or such other time as the Nasdaq Global Select 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 Nasdaq Global Select Market publicly announces is the official close of trading) for the thirty (30) consecutive trading days ending on the trading day immediately preceding the SOP Milestone Closing Date (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“SOP Milestone Fixed Premium Amount” shall mean $210,000,000.

“SOP Milestone Shares Amount” shall mean $250,000,000.

“SOP Milestone Shares” shall mean a number of Shares (rounded up to the nearest whole number) equal to (a) the SOP Milestone Shares Amount divided by (b) the SOP Milestone Closing Price.

“Subject Shares” means, in the aggregate, the Financial Milestone Shares, the Testing Milestone Shares, the SOP Milestone Shares and the Shares issuable upon conversion of the Convertible Note (if applicable).

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“Subsidiary” or “Subsidiaries” of any Person means any corporation, partnership, limited liability company, joint venture or other legal entity of which such person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Testing Milestone” has the meaning set forth on Exhibit A.

“Testing Milestone Closing Price” means the arithmetic average of the daily volume-weighted average sale price of one Share (calculated to the nearest one-hundredth of one cent) as displayed under the heading “Bloomberg VWAP” on the Bloomberg AQR screen page of Rivian (or, if such screen page is not available, its equivalent successor page) in respect of the period beginning at 9:30:01 a.m., New York time (or such other time as the Nasdaq Global Select 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 Nasdaq Global Select Market publicly announces is the official close of trading) for the thirty (30) consecutive trading days ending on the trading day immediately preceding the Testing Milestone Closing Date (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“Testing Milestone Full Shares” shall mean a number of Shares (rounded up to the nearest whole number) equal to (a) $1,000,000,000 divided by (b) the Testing Milestone Closing Price.

“Testing Milestone Package 1 Shares” shall mean a number of Shares (rounded up to the nearest whole number) equal to (a) $750,000,000 divided by (b) the Testing Milestone Closing Price.

“Testing Milestone Package 2 Shares” shall mean a number of Shares (rounded up to the nearest whole number) equal to (a) $250,000,000 divided by (b) the Limited Testing Milestone Closing Price.

“Testing Milestone Shares” shall mean the Testing Milestone Full Shares, the Testing Milestone Package 1 Shares, or Testing Milestone Package 2 Shares, as applicable under the circumstances.

“Transaction Documents” has the meaning set forth in the Transaction Agreement.

“VIA Disclosure Schedule” means the disclosure schedule, dated as of the date of this Agreement, delivered by VIA to Rivian in connection with the execution of this Agreement.

“VIA Fundamental Representations” means the representations and warranties made by VIA in Section 4.01 (Authority; Enforceability), Section 4.02(c) (No Conflict) and Section 4.06 (Brokers and Other Advisors).

“VIA Specified Representations” means the representations and warranties made by VIA in Section 4.03 (Restricted Securities; Purchase Entirely for Own Account; Status).

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SECTION 1.02. Definitions. The following terms have the meanings set forth in the Sections set forth below:

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SECTION 1.03. Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement;

(ii) a reference to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented or modified from time to time to the extent permitted by the provisions thereof;

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(iii) a reference to any Law means such Law as amended and in effect from time to time and includes any successor legislation thereto and any rules and regulations promulgated thereunder;

(iv) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(v) whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(vi) the word “or” is not exclusive unless expressly indicated otherwise;

(vii) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(viii) all terms defined in this Agreement have the defined meanings when used in any certificate or other document delivered or made available pursuant hereto, unless otherwise defined therein;

(ix) where used with respect to information, the phrases “delivered” or “made available” shall mean that the information referred to has been physically or electronically delivered to the relevant parties or their respective Representatives, including, in the case of “made available” to VIA, material that has been posted in a “data room” (virtual or otherwise) established by Rivian or its Affiliates (including in an electronic data room available at Datasite.com) at least two (2) Business Days prior to the date of the Transaction Agreement;

(x) references to “day” or “days” are to calendar days;

(xi) “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form;

(xii) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(xiii) whenever words of one gender are used in this Agreement, they are deemed to include the other gender;

(xiv) references to a Person are also to its successors and permitted assigns;

(xv) the Parties have each participated in the negotiation and drafting of this Agreement, and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties, as applicable, and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions in this Agreement;

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(xvi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded; if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day; and

(xvii) references to sums of money are expressed in lawful currency of the United States of America, and “$” refers to U.S. dollars.

ARTICLE II

PURCHASE AND SALE OF THE SUBJECT SHARES

SECTION 2.01. Purchase and Sale. Subject to the terms and conditions of this Agreement, Rivian agrees to sell and issue to VIA, and VIA agrees to purchase from Rivian, (a) the Financial Milestone Shares for an aggregate purchase price equal to the Financial Milestone Aggregate Cash Amount, (b) the applicable Testing Milestone Shares for an aggregate purchase price equal to the Testing Milestone Cash Amount and/or, if applicable pursuant to Section 2.05, the Convertible Note or the Testing Milestone Package 2 Shares for an aggregate purchase price equal to the Limited Testing Milestone Cash Amount, and (c) the SOP Milestone Shares for an aggregate purchase price equal to the SOP Milestone Aggregate Cash Amount.

SECTION 2.02. Financial Milestone Closing.

(a) Following the achievement of the Financial Milestone, Rivian shall provide written notice to VIA certifying that the Financial Milestone has been achieved (such notice, the “Financial Milestone Achievement Notice”), which Financial Milestone Achievement Notice shall be delivered to VIA within [***] of the achievement of the Financial Milestone.

(b) The consummation of the purchase and sale of the Financial Milestone Shares (the “Financial Milestone Closing”) shall take place on the Financial Milestone 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 Financial Milestone Closing set forth in Section 2.11, Section 2.12 and Section 2.13 as of the Financial Milestone Closing. The “Financial Milestone Closing Date” shall mean the later of (a) June 30, 2025 and (b) the [***] after the conditions precedent to the Financial Milestone Closing set forth in Section 2.11, Section 2.12 and Section 2.13 have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Financial Milestone Closing, and subject to the satisfaction or waiver of such conditions), or such other date that the Parties may agree upon in writing.

SECTION 2.03. Financial Milestone Closing Deliveries by Rivian. At the Financial Milestone Closing, Rivian shall deliver or cause to be delivered to VIA:

(a) the certificate referenced in Section 2.13(e); and

(b) (i) a certificate or certificates representing the Financial Milestone Shares or (ii) if the Financial Milestone Shares are not certificated, an electronic direct registration system statement evidencing the registration of the Financial Milestone Shares in the name of VIA on the books and records of Rivian or its transfer agent.

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SECTION 2.04. Financial Milestone Closing Deliveries by VIA. At the Financial Milestone Closing, VIA shall deliver or cause to be delivered to Rivian:

(a)  an amount of cash equal to the Financial Milestone Aggregate Cash Amount, by wire transfer in immediately available funds for the account of Rivian to the bank account number designated by Rivian to VIA in writing at least [***] prior to the date on which the Financial Milestone Closing is planned to occur; and

(b) the certificate referenced in Section 2.12(a).

SECTION 2.05. Testing Milestone Closing.

(a) 

(i) The winter testing contemplated under Annex I to Exhibit A shall be conducted using one or more prototype vehicles of VIA or its Affiliates which contemplate utilization of the electrical/electronic architecture (“E/E Architecture”) being developed by the Company (each, a “Prototype Vehicle”), which Prototype Vehicles shall be made available to the Company by VIA or its Affiliates, and which Prototype Vehicles shall contain such functions and capabilities that are reasonably necessary to conduct the winter testing contemplated under Annex I to Exhibit A.

(ii) If VIA or its Affiliate has not made any Prototype Vehicle available to the Company by delivery to the Company to a delivery point in the United States (including a bonded warehouse) by [***], it being understood that VIA shall have a grace period of [***] so long as it can demonstrate that it is making reasonable commercial efforts to transport the Prototype Vehicle to the United States but has suffered delays in such transport or due to regulations, then the winter testing contemplated under Annex I to Exhibit A shall be conducted using certain available VIA vehicles of such make and model as are already available at the Company or can be assembled at the Company ([***]), and containing such functions and capabilities that VIA determines are reasonably necessary to conduct the winter testing contemplated under Annex I to Exhibit A (each, a “Mule Vehicle”). If any such vehicle is designed to utilize an E/E Architecture that is not representative of that being developed by the Company for VIA vehicles, then, with the support of VIA, the Company will be responsible for integrating the E/E Architecture being developed by the Company, and VIA will be responsible for [***]. If VIA is incapable of providing such a vehicle, a subset of testing will be performed on a [***] (a “Lab Car”). VIA or its Affiliates shall notify the Company of any determination that they will not be able to make any Prototype Vehicle available to the Company by [***] as contemplated above at the time such determination is made.

(iii) With respect to subsections (i) and (ii) above, if a Prototype Vehicle, a Mule Vehicle, or a Lab Car, as applicable, is not equipped with the components or other attributes necessary to permit the testing of one or more individual milestones set forth on Annex I to Exhibit A, then Annex I to Exhibit A shall be automatically deemed amended so that such milestones that cannot be tested due to lack of components or other attributes

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in the Prototype Vehicle, Mule Vehicle, or Lab Car, as applicable (including, for the avoidance of doubt, any individual milestones that are dependent on such milestones), are excluded from Annex I to Exhibit A for purposes of determining achievement of the Testing Milestone for such Prototype Vehicle, Mule Vehicle or Lab Car.

(b) The Company (which shall provide the software and E/E Architecture to be tested) and VIA and its Affiliates shall use commercially reasonable efforts to conduct winter testing concurrent with Winter 2025-2026 with both (i) a Prototype Vehicle of [***] that is a part of VW Group Package 1 (as described in the Roadmap (as defined in the LLC Agreement)) and on which the software and E/E Architecture SDV 0.1 shall be tested (and if both [***] are provided, then both such Prototype Vehicles shall be tested and the applicable Testing Milestone shall be satisfied if the criteria set forth in Exhibit A are satisfied with respect to either such Prototype Vehicle), and (ii) an [***] that is part of VW Group Package 2 (as described in the Roadmap) (the “Package 2 Prototype”) and on which the software and E/E Architecture SDV 1.0 shall be tested; provided, that such Prototype Vehicles are made available by VIA or its Affiliates as required by Section 2.05(a).

(c) If a Package 2 Prototype is not made available in the manner required by Section 2.05(a), then all testing for purposes of the Testing Milestone shall be conducted only on a Prototype Vehicle, Mule Vehicle or Lab Car that is part of VW Group Package 1 as determined in Section 2.05(a) (the “Package 1 Vehicle”, and, together with the Package 2 Prototype, the “Test Vehicles”), and (i) the achievement of the applicable criteria set forth in Exhibit A with respect to such Package 1 Vehicle shall constitute the satisfaction in full of the Testing Milestone, and (ii) Section 2.05(d) shall not apply.

(d) If a Package 2 Prototype is made available in the manner required by Section 2.05(a), then all testing for purposes of the Testing Milestone shall be conducted on both the Package 1 Vehicle and the Package 2 Prototype; provided, that after either such vehicle satisfies the applicable criteria, such vehicle shall not be retested for purposes of the Testing Milestone in any additional winter testing required pursuant to Section 2.05(e), and:

(i) The achievement of the applicable criteria set forth in Exhibit A with respect to the applicable Test Vehicles shall constitute the satisfaction of the Testing Milestone in full, and VIA shall purchase the Testing Milestone Full Shares at the Testing Milestone Closing and the Testing Milestone Cash Amount to be paid in respect of the Testing Milestone Full Shares shall be an amount of cash equal to $1,000,000,000 (One Billion Dollars).

(ii) If the Package 1 Vehicle satisfies the applicable criteria set forth in Exhibit A in any particular winter testing session (with the Package 2 Prototype failing such testing in such session), then the Testing Milestone shall be satisfied and VIA shall purchase at the Testing Milestone Closing (A) the Testing Milestone Package 1 Shares and (B) the Convertible Note and the Testing Milestone Cash Amount to be paid in respect of the Testing Milestone Package 1 Shares and the Convertible Note shall be an amount of cash equal to $1,000,000,000 (One Billion Dollars).

(iii) If only the Package 2 Prototype satisfies the applicable criteria set forth in Exhibit A in any particular winter testing session (with the Package 1 Vehicle

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failing such testing in such session), then the Testing Milestone shall only be satisfied with respect to the Limited Testing Milestone Closing (the “Limited Testing Milestone”), and VIA shall purchase at the Limited Testing Milestone Closing the Testing Milestone Package 2 Shares for an amount of cash equal to $250,000,000 (Two Hundred Fifty Million Dollars) (the “Limited Testing Milestone Cash Amount”).

(iv) If the Package 1 Vehicle satisfies the applicable criteria set forth in Exhibit A in any particular winter testing session (with the Package 2 Prototype having already passed in a prior winter and the Testing Milestone Package 2 Shares having been previously purchased), then the Testing Milestone shall be satisfied and VIA shall purchase at the Testing Milestone Closing the Testing Milestone Package 1 Shares and the Testing Milestone Cash Amount to be paid in respect of the Testing Milestone Package 1 Shares shall be an amount of cash equal to $750,000,000 (Seven Hundred Fifty Million Dollars).

(v) If the Package 2 Prototype satisfies the applicable criteria set forth in Exhibit A in any particular winter testing session (with the Package 1 Vehicle having already passed in a prior winter and the Testing Milestone Package 1 Shares having been previously purchased and the Convertible Note having been previously issued), then the Convertible Note shall convert into Shares pursuant to the terms of the Convertible Note.

(e) If winter testing is conducted as contemplated herein but the Testing Milestone is not achieved, or is not achieved in full if Section 2.05(d)(ii) or 2.05(d)(iii) applies, then the Parties shall cause winter testing to reoccur, on the same vehicles originally made available that did not satisfy the applicable criteria set forth in Exhibit A, in each successive winter thereafter, including utilization of winters in both hemispheres, until full satisfaction of all applicable criteria, provided that, (i) in the case of a Package 1 Vehicle, no further testing shall be conducted after March 31, 2028 (and no Testing Milestone may be achieved after such date), and (ii) in the case of a Package 2 Prototype, if applicable in accordance with Section 2.05(d), no further testing shall be conducted after March 31, 2027 (and no Testing Milestone in respect of the Package 2 Prototype may be achieved after such date).

(f) Following the achievement of the Testing Milestone (other than a Limited Testing Milestone which shall be governed by Section 2.05(g) below), Rivian shall provide written notice to VIA certifying that the Testing Milestone has been achieved as set forth in Exhibit A. The consummation of the purchase and sale of the applicable Testing Milestone Shares and the Convertible Note (if applicable) (the “Testing Milestone Closing”) shall take place on the Testing Milestone 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 Testing Milestone Closing set forth in Section 2.11, Section 2.12 and Section 2.13. The “Testing Milestone Closing Date” shall mean the later of (a) January 31, 2026, and (b) [***] after the conditions precedent to the Testing Milestone Closing set forth in Section 2.11, Section 2.12 and Section 2.13 have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Testing Milestone Closing, and subject to the satisfaction or waiver of such conditions), or such other date that the Parties may agree upon in writing.

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(g) Solely in the case that Section 2.05(d)(iii) applies (i.e., only the Package 2 Prototype satisfies the applicable criteria set forth in Exhibit A in any particular winter testing session (with a Package 1 Vehicle failing such testing in such session)), following the achievement of the Limited Testing Milestone, Rivian shall provide written notice to VIA certifying that the Limited Testing Milestone has been achieved as set forth in Exhibit A. The consummation of the purchase and sale of the Testing Milestone Package 2 Shares (the “Limited Testing Milestone Closing”) shall take place on the Limited Testing Milestone 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 Limited Testing Milestone Closing set forth in Section 2.11, Section 2.12 and Section 2.13. The “Limited Testing Milestone Closing Date” shall mean the later of (a) January 31, 2026, and (b) the [***] after the conditions precedent to the Limited Testing Milestone Closing set forth in Section 2.11, Section 2.12 and Section 2.13 have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Testing Milestone Closing, and subject to the satisfaction or waiver of such conditions), or such other date that the Parties may agree upon in writing.

SECTION 2.06. Testing Milestone Closing Deliveries by Rivian. At the Testing Milestone Closing and the Limited Testing Milestone Closing (if applicable), Rivian shall deliver or cause to be delivered to VIA:

(a) the certificate referenced in Section 2.13(e);

(b) (i) a certificate or certificates representing the applicable Testing Milestone Shares or (ii) if such Testing Milestone Shares are not certificated, an electronic direct registration system statement evidencing the registration of the Testing Milestone Shares in the name of VIA on the books and records of Rivian or its transfer agent; and

(c) if applicable pursuant to Section 2.05(d)(ii) in connection with the Testing Milestone Closing, an executed counterpart to the Convertible Note.

SECTION 2.07. Testing Milestone Closing Deliveries by VIA. At the Testing Milestone Closing and the Limited Testing Milestone Closing (if applicable), VIA shall deliver or cause to be delivered to Rivian:

(a) at the Limited Testing Milestone Closing (if applicable), the Limited Testing Milestone Cash Amount, by wire transfer in immediately available funds for the account of Rivian to the bank account number designated by Rivian to VIA in writing at least three (3) Business Days prior to the date on which the Limited Testing Milestone Closing is planned to occur;

(b) at the Testing Milestone Closing, the amount of cash specified in Section 2.05(d)(i), (ii) or (iv), as applicable (the “Testing Milestone Cash Amount”), by wire transfer in immediately available funds for the account of Rivian to the bank account number designated by Rivian to VIA in writing at least three (3) Business Days prior to the date on which the Testing Milestone Closing is planned to occur;

(c) the certificate referenced in Section 2.09(a); and

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(d) if applicable pursuant to Section 2.05(d)(ii) in connection with the Testing Milestone Closing, an executed counterpart to the Convertible Note.

SECTION 2.08. SOP Milestone Closing.

(a) Following the achievement of the SOP Milestone, VIA shall provide written notice to Rivian certifying that the SOP Milestone has been achieved (such notice, the “SOP Milestone Achievement Notice”), which SOP Milestone Achievement Notice shall be delivered to Rivian within [***] of the achievement of the SOP Milestone.

(b) The consummation of the purchase and sale of the SOP Milestone Shares (the “SOP Milestone Closing”) shall take place on the SOP Milestone 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 SOP Milestone Closing set forth in Section 2.11, Section 2.12 and Section 2.13 as of the SOP Milestone Closing. The “SOP Milestone Closing Date” shall mean the earlier of (i) January 3, 2028, so long as all conditions precedent to the SOP Milestone Closing set forth in Section 2.11, Section 2.12 and Section 2.13 have been satisfied or waived (other than conditions that by their nature are to be satisfied at the SOP Milestone Closing, and subject to the satisfaction or waiver of such conditions), and (ii) [***] after the conditions precedent to the SOP Milestone Closing set forth in Section 2.11, Section 2.12 and Section 2.13 have been satisfied or waived (other than conditions that by their nature are to be satisfied at the SOP Milestone Closing, and subject to the satisfaction or waiver of such conditions), or such other date that the Parties may agree upon in writing.

SECTION 2.09. SOP Milestone Closing Deliveries by Rivian. At the SOP Milestone Closing, Rivian shall deliver or cause to be delivered to VIA:

(a) the certificate referenced in Section 2.13(e); and

(b) (i) a certificate or certificates representing the SOP Milestone Shares or (ii) if the SOP Milestone Shares are not certificated, an electronic direct registration system statement evidencing the registration of the SOP Milestone Shares in the name of VIA on the books and records of Rivian or its transfer agent.

SECTION 2.10. SOP Milestone Closing Deliveries by VIA. At the SOP Milestone Closing, VIA shall deliver or cause to be delivered to Rivian:

(a)  an amount of cash equal to the SOP Milestone Aggregate Cash Amount, by wire transfer in immediately available funds for the account of Rivian to the bank account number designated by Rivian to VIA in writing at least three (3) Business Days prior to the date on which the SOP Milestone Closing is planned to occur; and

(b) the certificate referenced in Section 2.12(a).

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SECTION 2.11. Conditions to Obligations of Each Party. The respective obligations of Rivian and VIA to consummate the transactions contemplated under this Agreement in respect of a Milestone Closing are subject to the satisfaction or written waiver, at or prior to the applicable Milestone Closing, of each of the following conditions:

(a) Requisite Stockholder Approval. Any Requisite Stockholder Approval with respect to the issuance of the Subject Shares to VIA shall have been obtained.

(b) Governmental Approvals. Any consents, waivers, filings, approvals, clearances, termination or early termination of any waiting period, and authorizations or orders of, or nonactions by, any Governmental Authority under the Antitrust Laws, foreign investment laws or national security laws as set forth on Schedule 2.11(b) applicable to the transactions contemplated in this Agreement shall have been made or obtained (collectively, the “Antitrust Conditions”).

(c) No Order. There shall not be pending or in effect any Law or Governmental Order issued by a Governmental Authority of competent jurisdiction that enjoins the consummation of the transactions contemplated by this Agreement.

(d) Financial Milestone. In respect of the Financial Milestone Closing only, the Financial Milestone Achievement Notice shall have been delivered and the Financial Milestone shall have been achieved.

(e) Testing Milestone. In respect of the Testing Milestone Closing only, the Initial Testing Milestone Achievement Notice (and, if applicable, the Second Testing Milestone Achievement Notice) shall have been delivered and the Testing Milestone shall have been achieved in accordance with the terms and procedures set forth on Exhibit A by March 31, 2028.

(f) Limited Testing Milestone. In respect of the Limited Testing Milestone Closing only, if applicable, the Initial Testing Milestone Achievement Notice (and, if applicable, the Second Testing Milestone Achievement Notice) shall have been delivered and the Limited Testing Milestone shall have been achieved in accordance with the terms and procedures set forth on Exhibit A by March 31, 2027.

(g) SOP Milestone. In respect of the SOP Milestone Closing only, the SOP Milestone shall have been achieved.

SECTION 2.12. Conditions to Obligations of Rivian. The obligations of Rivian to consummate the transactions contemplated under this Agreement in respect of a Milestone Closing are subject to the satisfaction or written waiver, at or prior to the applicable Milestone Closing, of each of the following conditions:

(a) Representations and Warranties. (i) The VIA Fundamental Representations shall be true and correct in all material respects as though such representations and warranties had been made on and as of the applicable Milestone Closing Date (except to the extent any such VIA Fundamental Representations are, by their terms, made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date), (ii) the VIA Specified Representations shall have been true and correct in all material respects as of the date of this Agreement (except to the extent any such VIA Specified Representations are, by their terms, made as of a specific date, in which case such representations and warranties shall be

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true and correct in all material respects as of such date), and (iii) Rivian shall have received a certificate of VIA signed by a duly authorized representative thereof dated as of the applicable Milestone Closing Date certifying the matters set forth in clauses (i) and (ii) above.

SECTION 2.13. Conditions to Obligations of VIA. The obligations of VIA to consummate the transactions contemplated under this Agreement in respect of a Milestone Closing are subject to the satisfaction or written waiver, at or prior to the applicable Milestone Closing, of each of the following conditions:

(a) Fundamental Representations. There shall not be a Continuing Breach of any Rivian Fundamental Representation (it being understood that Rivian shall be entitled to remediate any such Continuing Breach (as provided within the definition of “Continuing Breach”) and thereby satisfy this condition).

(b) Specified Representations. The Rivian Specified Representations shall have been true and correct in all material respects as of the date of this Agreement (except to the extent any such Rivian Specified Representations are, by their terms, made as of a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such date); provided, that if Rivian has cured or remediated any breach of a Rivian Specified Representation following the date of this Agreement such that such representation or warranty was, at any point after the date hereof, accurate in all material respects, this condition shall be satisfied; and, provided, further, that for the purpose of determining whether a breach of a Rivian Specified Representation has been cured or remediated, any representations or warranties relating to historical matters (such as lookback periods or representations as to compliance with any matter in the past) shall be disregarded.

(c) Call Events. (i) VIA shall not have exercised its call option pursuant to Section 9.04 of the LLC Agreement, and (ii) no Call Event shall have occurred, provided that the condition set forth in this clause (c)(ii) shall only apply during the applicable Call Option Exercise Period following the occurrence of a Call Event.

(d) Each of the conditions set forth on Schedule 2.13(d) shall have been satisfied.

(e) VIA shall have received a certificate of Rivian signed by a duly authorized representative thereof dated as of the applicable Milestone Closing Date certifying the matters set forth in Sections 2.13(a), 2.13(b), 2.13(c) and 2.13(d).

SECTION 2.14. Regulatory and Other Authorizations; Notices and Consents.

(a) Rivian and VIA shall each use their commercially reasonable efforts to obtain the required approvals, consents, actions or nonactions, or the expiration or termination of applicable waiting periods under the Antitrust Laws with respect to this 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 Governmental Authority. For the avoidance of doubt, the terms set forth in this Section 2.14 shall also apply to any future required approvals, consents, actions or nonactions, and the expiration or termination of applicable waiting periods under the Antitrust Laws with respect to this Agreement, whether or

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not contemplated or expected as of the date hereof. Any filing fees required in respect of applicable Antitrust Laws with respect to this Agreement shall be borne fifty percent (50%) by Rivian and fifty percent (50%) by VIA.

(b) Rivian and VIA shall cooperate with one another in connection with any such filing(s) and in connection with resolving any investigations or other inquiries of any Governmental Authority to achieve the satisfaction of the Antitrust Conditions as soon as practicable after the date of this Agreement. Rivian and VIA shall jointly determine and direct the strategy and process by which the Parties will seek required approvals. To the extent not prohibited by law, Rivian and VIA 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 Governmental Authority 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.

(c) For the avoidance of doubt, neither Rivian nor VIA shall be obliged to accept any remedies (i.e., conditions, obligations or other requirements, including 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 Schedule 2.11(b) are subject, and any such non-acceptance shall not constitute a breach of their obligations set forth in this Section 2.14; provided, however, that any contemplated or proposed remedies notwithstanding, each of Rivian and VIA shall use their commercially reasonable efforts to achieve the satisfaction of the Antitrust Conditions as soon as practicable after the date of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF RIVIAN

Rivian hereby represents and warrants to VIA that all of the following statements are true and complete as of the date hereof, subject to (except with respect to the representation in Section 3.08(a)) such exceptions as are disclosed in the Rivian Disclosure Schedule:

SECTION 3.01. Organization and Validity. Rivian (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 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 Rivian and its Subsidiaries (together, the “Group” and each, a “Group Company”), taken as a whole, or on Rivian’s ability to perform its obligations under this Agreement (a “Material Adverse Effect”).

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SECTION 3.02. Authority. The execution, the delivery by Rivian of, and the performance by Rivian of its obligations under this Agreement and the consummation of the transactions contemplated hereby, including delivery of the Subject Shares and Convertible Note (if applicable), have been duly authorized by all necessary actions on the part of Rivian.

SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by Rivian and constitutes a valid and binding obligation of Rivian, enforceable against Rivian 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.

SECTION 3.04. No Conflict. Rivian’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including delivery of the Subject Shares and the Convertible Note (if applicable), will not result in a breach or violation of any of the terms and provisions of, or constitute a default under (a) any 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 Rivian, or (d) any Governmental Order of any Governmental Authority having jurisdiction over any Group Company, except in the case of clauses (a), (b) and (d), such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 3.05. SEC Documents. Rivian 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 Rivian (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 omitted 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.

SECTION 3.06. Consents and Approvals. All consents, approvals, authorizations and orders of, and qualifications with, any Governmental Authority required on the part of Rivian in connection with the execution, delivery or performance of this Agreement, including delivery of the Subject Shares and Convertible Note, if applicable (other than those necessary to satisfy the condition to the applicable Milestone Closing set forth in Section 2.11(b)), have been obtained or made.

SECTION 3.07. Capitalization. All issued and outstanding Shares have been duly authorized and are validly issued, fully paid and non-assessable, and conform in all material respects to the description thereof in Rivian’s most recent SEC Documents. Rivian shall at all

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times keep available out of its authorized but unissued Shares, solely for the purpose of effecting the issuance of the Subject Shares, such number of Shares as shall be sufficient to effect the issuance of the Subject Shares in accordance with the terms of this Agreement; and if at any time the number of authorized but unissued shares of Shares shall not be sufficient to effect the issuance of the Subject Shares in accordance with the terms of this Agreement, without limitation of such other remedies as shall be available to VIA, Rivian 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 to such number of Shares as shall be sufficient for such purposes.

SECTION 3.08. No Litigation.

(a) There are no Actions pending to which any Group Company is a party or to which any of the properties of the Group is subject, including those proceedings (i) described in Rivian’s SEC Documents, or (ii) as set forth on Section 3.08 of the Rivian Disclosure Schedule, that would, individually or in the aggregate, reasonably be expected (based on, among other things, an assessment of the facts, circumstances, and merits of the underlying claim or dispute) to materially and adversely affect the operations or condition (financial or otherwise) of Rivian and its Subsidiaries, taken as a whole, but in each case, excluding any Actions brought by VW AG or its Affiliates against Rivian.

(b) The Group is not subject to any 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, individually or in the aggregate, reasonably be expected (based on, among other things, an assessment of the facts, circumstances, and merits of the underlying matter set forth therein) to materially and adversely affect the operations or condition (financial or otherwise) of Rivian and its Subsidiaries, taken as a whole.

SECTION 3.09. Financial Statements; Controls; Listing Requirements.

(a) The audited financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Group included in the SEC Documents comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, as well as the published rules and regulations of the SEC with respect thereto, and present fairly the consolidated financial position of the Group as of the dates shown and the Group’s results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods covered thereby except for any normal year-end adjustments in the Group’s quarterly financial statements. The other financial information included in the SEC Documents has been derived from the accounting records of the Group and presents fairly in all material respects the information shown thereby. The statistical, industry-related and market-related data included in the SEC Documents are based on or derived from sources which Rivian reasonably and in good faith believes are reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects.

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(b) Rivian has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such disclosure controls and procedures are designed (i) to ensure that material information required to be disclosed in Rivian’s periodic reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods, and (ii) to timely alert Rivian’s principal executive officer and principal financial officer to material information required to be included in Rivian’s periodic reports required under the Exchange Act.

(c) Rivian has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act). Such internal controls are designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included in the SEC Documents are accurate. Except as described in the SEC Documents, since the end of Rivian’s most recent audited fiscal year, there has been (i) no material weakness in Rivian’s internal control over financial reporting (whether or not remediated) as defined in Rule 13(a)-15(f) under the Exchange Act and (ii) no change in Rivian’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, Rivian’s internal control over financial reporting.

(d) The interactive data in eXtensible Business Reporting Language included in the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.

(e) Since January 1, 2022, Rivian has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Select Market.

SECTION 3.10. Absence of Certain Changes or Events. 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.

SECTION 3.11. Permits. 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, individually 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.

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SECTION 3.12. Compliance with Contracts. 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.

SECTION 3.13. Properties. 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 Rivian’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.

SECTION 3.14. Intellectual Property; Open Source Software; IT Systems; Data.

(a) Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Group Company owns or has a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, “Intellectual Property Rights”) used in or reasonably necessary to the conduct of its business, (ii) to Rivian’s knowledge, the Intellectual Property Rights owned by the Group and, to Rivian’s knowledge, the Intellectual Property Rights licensed to the Group, are valid, subsisting and enforceable, and there is no pending or, to Rivian’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of any such Intellectual Property Rights, (iii) no Group Company has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights by such Group Company, (iv) to Rivian’s knowledge, no third party is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned by Rivian, (v) no Group Company infringes, misappropriates or otherwise violates, or in the past three (3) years has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any third party, (vi) all employees or contractors engaged in the development of Intellectual Property Rights on behalf of any Group Company have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the applicable Group Company if such Intellectual Property Rights are not assigned by operation of applicable law, and (vii) each Group Company uses, and has used, commercially reasonable efforts to appropriately maintain as confidential its trade secrets.

(b) (i) Those certain Intellectual Property Rights owned by, or licensed to, the Group as of the date of this Agreement and which are necessary or useful for the conduct of the business of developing and commercializing software for electric vehicles (the “JV Background IP”) are not subject to any security interest, pledge, hypothecation, mortgage, lien or encumbrance (other than (A) any license of, option to license, or covenant not to assert claims of infringement, misappropriation or other violation, (B) any non-exclusive licenses or other rights granted in the ordinary course of business and (C) restrictions on certain dispositions pursuant to the Group’s

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senior secured notes indenture dated as of October 8, 2021 and senior secured revolving credit agreement dated as of April 19, 2023), and (ii) there are no restrictions on the ability of any Group Company to grant a non-exclusive, perpetual, fully paid-up and irrevocable license to use, copy, modify, adapt, improve or enhance the JV Background IP to the Company or to VIA (or an Affiliate thereof) on arm’s-length terms.

(c) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each Group Company uses and has used all software and other materials used in its businesses that are under a “free,” “open source,” or similar licensing model (including the MIT License, Apache License, GNU General Public License, GNU Lesser General Public License and GNU Affero General Public License) (“Open Source Software”) in compliance with all license terms applicable to such Open Source Software; and (ii) no Group Company uses or distributes or has used or distributed any Open Source Software in any manner that requires or has required (A) any Group Company to permit reverse engineering of any software code or other technology owned by any Group Company or (B) any software code or other technology owned by Group Company to be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative works or (3) redistributed at no charge.

(d) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) the information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases owned or leased by the Group (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with, the operation of the business of the Group as currently conducted and, to the knowledge of Rivian, are free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) each Group Company has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards designed to maintain and protect the integrity, continuity, redundancy and security of all IT Systems used in connection with their businesses as currently conducted; and (iii) to the knowledge of Rivian, there has been no unauthorized access to the IT Systems.

(e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each Group Company has complied and is presently in compliance with all internal and external privacy policies, contractual obligations, applicable industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other Governmental Authority, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by such Group Company of personal, personally identifiable, household, sensitive or confidential (“Data Privacy and Security Obligations”, and such data, “Data”); (ii) Rivian has not received any notification of or complaint regarding and is unaware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance with any Data Privacy and Security Obligations; and (iii) there is no action, suit or proceeding by or before any court or Governmental Authority pending or, to the knowledge of Rivian, threatened alleging non-compliance with any Data Privacy and Security Obligations.

(f) Each Group Company has taken commercially reasonable technical and organizational measures designed to protect the information technology systems and Data used in connection with the operation of its businesses. Without limiting the foregoing, each Group Company has used commercially reasonable efforts to establish and maintain, and has established,

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maintained, implemented and complied with commercially reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and business continuity or disaster recovery and security plans that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse of or relating to any information technology system or Data used in connection with the operation of its businesses (“Breach”). Except as would not, individually or in the aggregate, have a Material Adverse Effect, there has been no such Breach, and no Group Company has been notified of any such Breach.

SECTION 3.15. Compliance with Laws. 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.

SECTION 3.16. Anti-Corruption Law and Sanctions.

(a) (i) No Group Company or any of its controlled Affiliates, or any director or officer thereof, or to Rivian’s knowledge, any employee, agent or representative of any Group Company or any of its controlled Affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any Person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) in order to influence official action, or to any Person in violation of any applicable anti-corruption laws; (ii) each Group Company and each of its controlled Affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) no Group Company will use, directly or knowingly indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption laws.

(b) No Group Company, or any director or officer thereof, or to Rivian’s knowledge, any employee, agent, controlled Affiliate or representative of any Group Company, is a Person that is, or is owned or controlled by, one or more Persons that are:

(i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or any other relevant sanctions authority (collectively, “Sanctions”); or

(ii) located, organized or resident in a country, region or territory that is the subject of Sanctions (including Cuba, Iran, North Korea, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Zaporizhzhia and Kherson Regions, or Syria).

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(c) The Group will not, directly or, knowingly, indirectly, use the proceeds received pursuant to this Agreement or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person:

(i) to fund, finance or facilitate any activities, business or transaction of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(ii) in any other manner that could reasonably be expected to result in a violation of Sanctions by any Person.

(d) For the past five years, no Group Company has knowingly engaged in, is now knowingly engaged in, and will knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

SECTION 3.17. Money Laundering. 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 Authority with jurisdiction over any Group Company (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator involving any Group Company with respect to the Money Laundering Laws is pending or, to the knowledge of Rivian, threatened.

SECTION 3.18. Insurance. Each Group Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are, in Rivian’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, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 3.19. Labor.

(a) No material labor dispute with the employees of any Group Company exists, or, to the knowledge of Rivian, is imminent; and Rivian is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) There are no (i) collective bargaining agreements or other agreements with a labor union, trade union, works council, staff association or other employee representative body to which those certain employees of the Group who are employed in the business of developing

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and commercializing software for electric vehicles and who are expected to be provided with offers of employment by the Company or Rivian for employment by the Company, in each case as of the date of this Agreement (such employees as a group, the “JV Potential Employees”) are subject, or (ii) existing or, to the knowledge of Rivian, pending disputes, claims or legal proceedings instituted by the JV Potential Employees against the Group that are unresolved which would, in the case of each of clauses (i) and (ii), prevent the employment of the JV Potential Employees by the Company in a material respect.

SECTION 3.20. Solvency. 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, that (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.

SECTION 3.21. Brokers and Other Advisors. Except as set forth on Section 3.21 of the Rivian Disclosure Schedule, there is no broker, investment banker, financial advisor or other intermediary that has been retained by or is authorized to act on behalf of Rivian 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 Rivian.

SECTION 3.22. No “Bad Actor” Disqualification.

(a) Rivian 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 Rivian’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. Rivian has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act.

(b) For purposes of this Section 3.22, “Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including Rivian; any predecessor or Affiliate of Rivian; any director, executive officer, other officer participating in the offering, general partner or managing member of Rivian; any beneficial owner of twenty percent (20%) or more of Rivian’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 Rivian in any capacity at any Milestone 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 and issuance of the Subject Shares or Convertible Note, if applicable (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.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

OF VIA

VIA hereby represents and warrants to Rivian that all of the following statements are true and complete as of the date hereof and will be true and complete as of each Milestone Closing Date as though made on such Milestone Closing Date, subject to such exceptions as are disclosed in the VIA Disclosure Schedule:

SECTION 4.01. Authority; Enforceability. The execution, the delivery by VIA of, and the performance by VIA 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 VIA. This Agreement constitutes a valid and binding obligation of VIA, 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.

SECTION 4.02. No Conflict. VIA’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (a) any applicable Law, (b) any agreement or other instrument binding upon VIA, (c) any of the terms and provisions of the certificate of incorporation or bylaws of VIA, or (d) any Governmental Order of any Governmental Authority having jurisdiction over VIA, except in the case of clauses (a), (b) and (d), such as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on VIA’s ability to perform its obligation under this Agreement.

SECTION 4.03. Restricted Securities; Purchase Entirely for Own Account; Status. VIA understands that Rivian intends for the Subject Shares and Convertible Note (if applicable) 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 Rivian is relying upon the truth and accuracy of, and VIA’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of VIA set forth herein in order to determine the availability of such exemptions and the eligibility of VIA to acquire the Subject Shares and Convertible Note (if applicable). VIA is making this investment and is acquiring the Subject Shares and Convertible Note (if applicable) for VIA’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. VIA 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 VIA’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. VIA is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act.

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SECTION 4.04. Legend. VIA understands and agrees that until the Subject Shares issuable to VIA 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.

SECTION 4.05. Information. VIA acknowledges that no private placement memorandum or similar offering documents have been prepared or distributed in connection with this Agreement, but in lieu thereof VIA has had access to the SEC Documents. VIA has relied on the information contained therein and in such other documents as VIA 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 Rivian at VIA’s request. VIA has been provided with adequate opportunity to ask questions of Rivian’s management and to review any documents that VIA deems material.

SECTION 4.06. Brokers and Other Advisors. Except as set forth on Schedule 4.06 of the VIA Disclosure Schedule, there is no broker, investment banker, financial advisor or other intermediary that has been retained by or is authorized to act on behalf of VIA 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 VIA.

ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01. Confidentiality. The terms of the Confidentiality Agreement dated November 23, 2023 (the “Confidentiality Agreement”) among VW AG, Rivian and the other parties thereto, are hereby incorporated herein by reference and shall apply to the Parties mutatis mutandis and shall continue in full force and effect until the later of the Milestone Closings and shall survive the Milestone Closings and remain in full force and effect until their expiration in accordance with the terms of the Confidentiality Agreement. If this Agreement is, for any reason, terminated prior to any Milestone Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

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SECTION 5.02. Further Action.

(a) Except as otherwise provided in this Agreement, the Parties shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all appropriate action, to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under applicable Law to execute and deliver this Agreement and such other documents and other papers as may be required to carry out the provisions of this Agreement and to consummate and make effective the transactions contemplated by this Agreement, including the obtaining of all necessary waivers, consents, approvals and authorizations from any third party.

(b) From time to time after each Milestone Closing, without additional consideration, each Party hereto shall, and shall cause its Affiliates to, execute and deliver such further instruments and take such other action as may be necessary or is reasonably requested by any other Parties to make effective the transactions contemplated by this Agreement.

SECTION 5.03. Exchange Act Reporting. With a view to making available to VIA the benefits of certain rules and regulations of the SEC which may permit the resale of the Subject Shares, where such Subject Shares are not covered by a Demand Registration pursuant to the terms of this Agreement, to the public without registration, Rivian shall:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 at all times after any Milestone Closing Date;

(b) use commercially reasonable efforts to file with the SEC, in a timely manner, all reports and other documents required of Rivian under the Exchange Act, at any time when Rivian is subject to such reporting requirements; and

(c) so long as VIA owns any Subject Shares, furnish to VIA forthwith upon request: a written statement by Rivian as to its compliance with the reporting requirements of the Exchange Act; a copy of the most recent annual or quarterly report of Rivian; and such other reports and documents as VIA may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such Subject Shares without registration (in each case to the extent not readily publicly available) or pursuant to Form S-3.

SECTION 5.04. Registration Rights.

(a) At any time following any Milestone Closing Date, VIA may deliver to Rivian a written request that Rivian file a registration statement on Form S-3 (or, if Rivian is not then eligible, on Form S-1) (a “Registration Statement”) under the Securities Act covering the resale of all of the Registrable Shares of VIA, which request shall specify the aggregate number of Registrable Shares proposed to be resold (the “Demand Request”). Rivian shall as soon as practicable thereafter, and in any event within twenty (20) calendar days after the date that such Demand Request is given, file and use its commercially reasonable efforts to (i) effect a Registration Statement covering the resale of the Registrable Shares specified in the Demand Request (a “Demand Registration”), and (ii) cause such Registration Statement to remain effective until such date as VIA has completed the distribution of Registrable Shares as described in the relevant Registration Statement; provided, that Rivian’s obligation to file a Registration Statement is contingent upon VIA furnishing in writing to Rivian such information regarding VIA, the

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securities of Rivian held by VIA, and the intended method of disposition of such Registrable Shares, as shall be reasonably requested by Rivian to effect the registration of such Registrable Shares in compliance with applicable securities laws and which information shall be requested by Rivian from VIA at least five (5) trading days prior to the anticipated filing date of the Registration Statement; provided, further, that Rivian shall not be obligated to effect, or to take any action to effect, any Registration Statement pursuant to this Section 5.04 during the period that is twenty (20) days before Rivian’s good faith estimate of the date of filing of, and ending on a date that is forty-five (45) days after the effective date of, a Rivian-initiated registration, provided, that Rivian is actively employing in good faith commercially reasonable efforts to cause such Registration Statement to become effective; provided, however, that Rivian may not invoke this right more than twice in any twelve (12) month period. A Demand Registration shall not be counted as “effected” for purposes of this Section 5.04 until such time as the applicable Registration Statement has been declared effective by the SEC.

(b) VIA may request in its Demand Request that the resale of Registrable Shares be effectuated by means of an underwritten offering, provided, that the aggregate offering value of the Registrable Shares covered by such Demand Request is equal to at least $100,000,000. In the event of such an underwritten Demand Registration, VIA shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by VIA and reasonably acceptable to Rivian. Notwithstanding any other provision of this Section 5.04, if the underwriter(s) advise(s) Rivian in writing that marketing factors require a limitation of the number of Registrable Shares to be underwritten, then Rivian shall so advise VIA, and the number of Registrable Shares that may be included in the underwritten offering shall be reduced as required by the underwriter(s). If VIA disapproves of the terms of any such underwriting, VIA may elect to withdraw therefrom by written notice to Rivian and the underwriter(s) delivered at least ten (10) Business Days prior to the effective date of the Registration Statement.

(c) Notwithstanding the foregoing obligations, if Rivian furnishes to VIA following a Demand Request a certificate signed by Rivian’s chief executive officer stating that in the good faith judgment of the board of directors of Rivian it would be materially detrimental to Rivian and its stockholders for such Registration Statement to be filed and it is therefore necessary to defer the filing of such Registration Statement, then Rivian shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after the Demand Request is given; provided, however, that Rivian may not invoke this right more than once in any twelve (12) month period; and provided, further, that Rivian shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period.

(d) VIA acknowledges that there may be times when Rivian must suspend the use of the prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by Rivian and declared effective by the SEC, or until such time as Rivian has filed an appropriate report with the SEC pursuant to the Exchange Act. VIA hereby covenants that it will not sell any Registrable Shares pursuant to said prospectus forming part of the Registration Statement during the period commencing at the time at which Rivian gives VIA written notice of the suspension of the use of said prospectus and ending at the time Rivian gives VIA written notice that VIA may thereafter effect sales pursuant to said

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prospectus; provided, that, (i) Rivian shall not suspend the use of the Registration Statement (A) on more than three (3) occasions for a period of more than thirty (30) consecutive days or (B) more than an aggregate total of sixty (60) days, in each case, in any 360-day period, (ii) the board of directors of Rivian shall have reasonably determined that, in order for such Registration Statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly or annual report under the Exchange Act, (iii) Rivian shall have a bona fide business purpose for not making such information public and (iv) Rivian shall use commercially reasonable efforts to make such Registration Statement available for the sale by VIA of Registrable Shares as soon as practicable after the commencement of each such suspension.

(e) The costs, fees and expenses associated with a Demand Registration will be borne by Rivian; provided, that VIA shall bear all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Shares pursuant to such Demand Registration, and fees and disbursement of counsel for VIA.

(f) Whenever required to effect any Demand Registration, Rivian shall, as expeditiously as reasonably possible, furnish, at the request of VIA, on the date that the relevant Subject Shares are delivered to the underwriter(s) for sale, if such Subject Shares are being sold through underwriters, (i) an opinion and a “negative assurance letter”, each dated as of such date, of the counsel representing Rivian for the purposes of such Demand Registration, in form and substance as is customarily given to underwriters in an underwritten public offering addressed to the underwriters and (ii) “comfort” letters dated as of the closing date of the offering, from the independent certified public accountants of Rivian, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the underwriters, addressed to the underwriters.

(g) The term “Registrable Shares” means the Subject Shares; provided, however, that a security shall cease to be a Registrable Share upon the earlier to occur of: (i) a Registration Statement registering such Registrable Shares under the Securities Act having been declared or becoming effective and such Registrable Shares having been sold or otherwise transferred by VIA to and in a manner contemplated by such Registration Statement, (ii) such Registrable Shares being sold pursuant to Rule 144 under circumstances in which any legend borne by such security relating to restrictions on transferability thereof, under the Security Act or otherwise, is removed by Rivian, (iii) the first date the Registrable Shares are eligible to be sold pursuant to Rule 144 without any limitation as to volume of sales or notice requirements under Rule 144 or (iv) such Registrable Shares cease to be outstanding following their issuance. Notwithstanding the foregoing, no Subject Shares shall be Registrable Shares following the three-year anniversary of the date the Registration Statement is declared effective.

(h) If any Registrable Shares are included in a Registration Statement under this Section 5.04:

(i) Rivian agrees to indemnify and reimburse and hold harmless, to the extent permitted by law, VIA against all losses, claims, damages and liabilities caused by any untrue or alleged untrue statement of material fact contained in a Registration Statement in connection with a Demand Registration or prospectus or any amendment

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thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or any other violation or breach of the Securities Act, the Exchange Act, or any state securities (“Damages”) by Rivian or any other person acting on its behalf, and shall reimburse VIA for any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, provided, however, that the indemnity agreement contained in this Section 5.04(h)(i) shall not apply to amounts paid in any settlement of any claim or proceeding if such settlement is effected without the consent of Rivian, which consent shall not be unreasonably withheld, nor shall Rivian be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with information furnished in writing to Rivian by or on behalf of VIA expressly for use in the Registration Statement.

(ii) VIA agrees to indemnify and reimburse and hold harmless, to the extent permitted by law, Rivian against all Damages, to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of VIA expressly for use in the Registration Statement, and VIA will pay to Rivian any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result; provided, however, that the indemnity agreement contained in this Section 5.04(h)(ii) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of VIA, which consent shall not be unreasonably withheld; and, provided, further, that in no event shall the aggregate amounts payable by VIA by way of indemnity or contribution under this Section 5.04(h)(ii) and Section 5.04(h)(iii) exceed the proceeds from the offering received by VIA (net of any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Shares, and fees and disbursements of counsel for VIA, except for any such fees and disbursements of counsel borne by Rivian (collectively, “Selling Expenses”) paid by VIA), except in the case of actual fraud or willful misconduct by VIA.

(iii) Promptly after receipt by an indemnified party under this Section 5.04 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.04, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the applicable parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to

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the indemnified party under this Section 5.04 solely to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.04.

(iv) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 5.04 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 5.04 provides for indemnification in such case; or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 5.04, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) VIA shall not be required to contribute any amount in excess of the aggregate public offering price of all such Registrable Shares offered and sold by VIA pursuant to such Registration Statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to a contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided, further, that in no event shall VIA’s liability pursuant to this Section 5.04, when combined with the amounts paid or payable by VIA pursuant to Section 5.04(h)(ii), exceed the proceeds from the offering received by VIA (net of any Selling Expenses paid by VIA), except in the case of willful misconduct or actual fraud by VIA.

(v) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(vi) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of Rivian and VIA under this Section 5.04(h) shall survive the completion of any offering of Registrable Shares in a registration under this Section 5.04, and otherwise shall survive the termination of this Agreement.

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SECTION 5.05. Requisite Stockholder Approval. Rivian shall use commercially reasonable efforts to hold a special stockholder meeting to obtain any Requisite Stockholder Approval with respect to the issuance of the Subject Shares to VIA.

SECTION 5.06. Orderly Market; Standstill; Voting Agreement. The terms and obligations of Section 8 of that certain Convertible Promissory Note Purchase Agreement, dated June 25, 2024 (the “Note Purchase Agreement”), between VIA and Rivian, are hereby incorporated herein by reference and shall apply to the Parties mutatis mutandis and shall continue in full force and effect in accordance with the terms thereof, and, for the avoidance of doubt, shall survive the Milestone Closings and any termination of the Note Purchase Agreement. If this Agreement is, for any reason, terminated prior to any Milestone Closing, the terms and obligations of Section 8 of the Note Purchase Agreement shall continue in full force and effect in accordance with its terms. Nothing contained in this Agreement (express or implied) shall be deemed to modify, amend or change any of the terms and conditions of the Note Purchase Agreement.

ARTICLE VI

TERMINATION

SECTION 6.01. Termination. This Agreement may be terminated:

(a) by either VIA or Rivian (i) solely in respect of the obligation to consummate the Financial Milestone Closing, if the Financial Milestone Closing shall not have occurred by the date that is five (5) years after the date hereof, (ii) solely in respect of the obligation to consummate the Testing Milestone Closing, if the Testing Milestone Closing shall have not occurred by the date that is five (5) years after the date hereof or (iii) solely in respect of the obligation to consummate the SOP Milestone Closing, if the SOP Milestone Closing shall have not occurred by the date that is five (5) years after the date hereof (each such date, a “Termination Date”), but in each case, other than in the event that the applicable Milestone Closing has not occurred by such date as a result of any failure on the part of terminating Party to comply with or perform any covenant or obligation of such Party set forth in this Agreement; provided, that the other Party is not then in breach of this Agreement so as to cause the applicable Milestone Closing not to occur;

(b) by either Rivian or VIA in the event that any Governmental Authority of competent jurisdiction in the United States shall have issued a Governmental Order that permanently enjoins the consummation of the transactions contemplated by this Agreement and such Governmental Order shall have become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 6.01(b) shall not be available to any Party whose action or failure to fulfill any obligation under this Agreement has been the cause of, or has resulted in, the issuance of such Governmental Order or other action;

(c) by Rivian if a breach of any covenant or agreement on the part of VIA set forth in this Agreement (including an obligation to consummate any Milestone Closing) shall have occurred that would, if occurring or continuing on any Milestone Closing Date, cause the conditions set forth in Section 2.11 or Section 2.12 not to be satisfied, and such breach is not cured, or is incapable of being cured, within thirty (30) days (but no later than the Termination Date) of receipt of written notice by Rivian to VIA of such breach; provided, that Rivian is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 2.11 or Section 2.13 not to be satisfied;

34

(d) by VIA if a breach of Sections 2.03, 2.06 or 2.09 on the part of Rivian shall have occurred and such breach is not cured within thirty (30) days (but no later than the Termination Date) of receipt of written notice by VIA to Rivian of such breach; provided, that VIA is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 2.11 or Section 2.12 not to be satisfied;

(e) by either VIA or Rivian if it has exercised a Call Right; or

(f) by the written consent of Rivian and VIA.

SECTION 6.02. Effect of Termination. In the event of termination of this Agreement as provided in Section 6.01, this Agreement shall forthwith become void and have no effect and there shall be no liability on the part of any Party or any of their respective Representatives; provided, that (a) Section 5.01, Section 5.04, Section 5.06, this Section 6.02 and Article VII shall survive any termination, and (b) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement occurring prior to such termination.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.01. Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement 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. All notices or other communications required or permitted under this Agreement shall be in writing and mailed, emailed or delivered to each party at the addresses indicated below.

VIA

Volkswagen International America Inc.

c/o Volkswagen Aktiengesellschaft

Berliner Ring 2, 38440

Wolfsburg, Germany

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

Volkswagen Aktiengesellschaft

Berliner Ring 2, 38440

Wolfsburg, Germany

35

Attention: Head of Legal and Head of M&A; [***]

Email: [***]

Linklaters LLP

1290 Avenue of the Americas

New York, NY 10104

Attention: [***]

Email: [***]

RIVIAN

Rivian Automotive, Inc.

14600 Myford Road

Irvine, California 92606

Attention: [***]

Email: [***]

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

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention: [***]

Email: [***]

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

Morrison & Foerster LLP

755 Page Mill Road

Palo Alto, CA 94304-1018

Attention: [***]

Email: [***]

VW AG

Volkswagen Aktiengesellschaft

Berliner Ring 2, 38440

Wolfsburg, Germany

Attention: Head of Legal and Head of M&A; [***]

Email: [***]

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

Linklaters LLP

1290 Avenue of the Americas

New York, NY 10104

Attention: [***]

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 7.01.

SECTION 7.02. Successors and Assigns. The rights and obligations of Rivian and VIA 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 Rivian or VIA, by operation of law or otherwise, in whole or in part, without the other’s prior written consent. Notwithstanding the foregoing, no consent of Rivian is required for an assignment or transfer by VIA of this Agreement or the Subject Shares, in whole or in part, to (i) an Affiliate of VIA, or (ii) a successor-in-interest of VIA by reason of merger or consolidation or sale of all or substantially all of the assets of VIA relating to the subject matter of this Agreement; provided, that following such transfer, the transferee shall be deemed “VIA” for all purposes under this Agreement, including all rights and obligations associated therewith.

SECTION 7.03. Amendment. 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.

SECTION 7.04. Severability. 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 this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

SECTION 7.05. Entire Agreement. This Agreement, the other Transaction Documents and the Note Purchase Agreement constitute and contain the entire agreement between Rivian and VIA and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the Parties, whether written or oral, respecting the subject matter hereof.

SECTION 7.06. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law rules thereof that may direct the application of the laws of another jurisdiction.

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SECTION 7.07. Dispute Resolution.

(a) Any Party alleging any controversy, claim or dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (a “Dispute”) shall give written notice (a “Dispute Notice”) to the other Parties which includes information on (i) the substance of the Dispute, (ii) the dollar amount at issue, (iii) key areas of disagreement, and (iv) any applicable time sensitivities associated with resolving the Dispute. All applicable statutes of limitations with respect to such Dispute shall be tolled as of the date of the Dispute Notice and until the end of the applicable time period for resolving the Dispute as provided in Section 7.07(b).

(b) Upon receipt of the Dispute Notice, the Parties shall attempt to resolve such Dispute in good faith within thirty (30) days after receipt of the Dispute Notice, including that the Parties may request that the Co-CEOs (as defined in the LLC Agreement) attempt to resolve any Disputes arising out of or relating to the Testing Milestone. If so requested by one of the Parties, the Parties shall use reasonable best efforts to cause the each of their respective Chief Executive Officers to meet within ten (10) days after receipt of the Dispute Notice in furtherance of resolving the Dispute.

(c) Except as provided under Exhibit A, any Dispute not resolved as provided in Sections 7.07(a) and (b) above shall be referred to and resolved exclusively and finally by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) as are then in effect.

(d) Number of Arbitrators. The number of arbitrators shall be three (3), and they shall endeavor to complete the final hearing in the arbitration within six (6) months after the appointment of the last arbitrator; provided, that any delay or failure to do so shall not be a basis for challenge or removal of the arbitral tribunal or setting aside any arbitral award.

(e) Method of Appointment of the Arbitrators. If there are only two (2) parties to the Dispute, then each party to the Dispute shall nominate one (1) arbitrator within thirty (30) days of the filing of the arbitration, and the two (2) arbitrators so nominated shall select the president of the arbitral tribunal within thirty (30) days after the latter of the two (2) party-appointed arbitrators has been nominated. If there are more than two parties to the Dispute, then within thirty (30) days of the filing of the arbitration, all claimants shall jointly appoint one (1) arbitrator and all respondents shall jointly appoint one (1) arbitrator, and the two arbitrators so appointed shall select the president of the arbitral tribunal within thirty (30) days after the latter of the two (2) party-appointed arbitrators has been nominated by the parties to the Dispute. If either all claimants or all respondents fail to make a joint appointment of an arbitrator, or if the party-appointed arbitrators cannot reach an agreement on the president of the arbitral tribunal within the applicable time period, then the ICC International Court of Arbitration as the appointing authority shall make the prescribed appointment.

(f) Place of Arbitration. The seat, or legal place, of arbitration shall be London, England.

(g) Language. The arbitration proceedings shall be conducted in the English language.

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(h) Entry of Judgment. The award of the arbitral tribunal shall be final and binding. Judgment on the award of the arbitral tribunal may be entered and enforced by any court of competent jurisdiction. The Parties agree that service of process for any action to enforce an award may be accomplished according to the procedures of Section 7.01, as well as any other procedure authorized by Law.

(i) Notice. All notices required for any arbitration proceeding shall be deemed properly given if given in accordance with the ICC Rules or this Agreement.

(j) Interest. The award shall include pre-award and post-award interest, as determined in the arbitral award, from the date of any default or other breach of this Agreement until the arbitral award is paid in full.

(k) Currency of Award. Any arbitral award for the payment of money shall be made payable in U.S. dollars, free of any tax or other deduction.

(l) Confidentiality. Any arbitration (including (i) a settlement during the course of the arbitration or resulting from an arbitral award or documents exchanged or produced during an arbitration proceeding, (ii) memorials, briefs or other documents prepared for the arbitration, and (iii) the fact or existence of arbitration) shall be confidential and may not be disclosed by the Parties, their employees, officers, directors, counsel, consultants and expert witnesses, except to the extent necessary to enforce any arbitration award or as required by applicable Law; provided, however, that breach of this confidentiality provision shall not void any settlement, expert determination or award.

(m) Conflict. In the event of a conflict between this Section 7.07 and the ICC Rules, the terms of this Section 7.07 shall prevail.

SECTION 7.08. Waiver of Jury Trial. THE PARTIES 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.

SECTION 7.09. Specific Performance. The Parties 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.

SECTION 7.10. Attorneys’ Fees. 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 reasonable fees and expenses of attorneys and accountants, which shall include all fees, costs and expenses of appeals.

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SECTION 7.11. Counterparts. 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.

SECTION 7.12. Expenses. Rivian and VIA are each liable for, and will pay, their own expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, including attorneys’ and consultants’ fees and expenses in connection with the foregoing.

SECTION 7.13. Public Announcements. None of the Parties shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Parties, unless such press release or public announcement is required by Law or applicable stock exchange regulation, in which case the Parties shall, to the extent practicable, consult with each other as to the timing and contents of any such press release, public announcement or communication; provided, however, that the prior written consent of the other Parties shall not be required hereunder with respect to any press release, public announcement or communication that is substantially similar to a press release, public announcement or communication previously issued with the prior written consent of such other Parties.

SECTION 7.14. Waiver. Any Party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other Parties, (b) waive any inaccuracies in the representations and warranties of the other Parties contained herein or in any document delivered by the other Parties pursuant to this Agreement, or (c) waive compliance with any of the agreements of the other Parties or conditions to such obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any other right hereunder. Any waiver of any term or condition hereof shall not be construed as a waiver of any subsequent breach or as a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement.

SECTION 7.15. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of, and be enforceable by, only the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to, or shall confer upon, any other Person any right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

SECTION 7.16. Other Payment Terms.

(a) Except as otherwise provided herein, all payments made pursuant to this Agreement shall be made by wire transfer in immediately available funds in U.S. dollars without any setoff, deduction or counterclaim whatsoever, including with respect to payments due pursuant to this Agreement or any other agreement among the Parties.

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(b) VW AG shall cause VIA to make (and shall make available or cause to be made available to VIA the amounts necessary to make) the payments required by VIA under Section 2.04(a), Section 2.07(a), Section 2.07(b), Section 2.10(a) or Section 2.14. VW AG hereby represents and warrants to Rivian as follows: (a) VW AG has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, (b) the execution and delivery by VW AG of this Agreement and the performance by VW AG of its obligations hereunder have been duly authorized by all requisite action on the part of VW AG, and (c) this Agreement has been duly executed and delivered by VW AG, and (assuming due authorization, execution and delivery by the other Parties) this Agreement constitutes a legal, valid and binding obligation of VW AG, enforceable against VW AG in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the date first written above by its respective officers thereunto duly authorized.

[Signature Page to Investment Agreement]

[Signature Page to Investment Agreement]

Solely with respect to Article VII:

EXECUTION VERSION

EXHIBIT B

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 (“Rivian”), 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 two hundred fifty million and no/100 ($250,000,000) (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 Investment Agreement among Rivian, Investor and, solely with respect to Article VII thereto, Volkswagen Aktiengesellschaft, dated as of November 13, 2024 (the “Investment 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 September 30, 2027 (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. Rivian 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    15, 20  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 Rivian 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.

A-1

Rivian 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, 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 Rivian having the right to vote for the election of members of the board of directors of Rivian, (ii) any reorganization, merger or consolidation of Rivian in connection with which all of Rivian’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 Rivian 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 Rivian or such other surviving or resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of Rivian 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 Rivian’s state of incorporation shall not be deemed a Change of Control; and

“Permitted Holders” shall mean, (x) the holder(s) of outstanding capital stock of Rivian as of the Issue Date that are identified on Schedule 1.3(a) and their affiliates and (y) the entity identified on Schedule 1.3(b) that manages funds and accounts that own outstanding capital stock of Rivian as of the Issue 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).

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

A-2

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

Upon the Package 2 Prototype (as defined in the Investment Agreement) satisfying the applicable criteria set forth in Exhibit A to the Investment Agreement in any particular winter testing session up to and including March 31, 2027 (with the Package 1 Vehicle (as defined in the Investment Agreement) having already passed in a prior winter testing session and the Testing Milestone Package 1 Shares (as defined in the Investment Agreement) having been previously issued) (the “Conversion Condition” and the date such Conversion Condition is satisfied, “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 Rivian’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 Rivian shall issue the Capped Conversion Shares to Investor and, unless each of Rivian 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) Rivian 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 Rivian to require Rivian to instead pay in cash to Investor an amount equal to the product of (x) the Conversion Price and (y) the number of Excess Conversion Shares.

A-3

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

For purposes of this Section 2.2, “Daily VWAP” means the volume-weighted average price per Share (calculated to the nearest one-hundredth of one cent) as displayed under the heading “Bloomberg VWAP” on the Bloomberg AQR screen page of Rivian (or, if such page is not available, its equivalent successor page) in respect of the 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) on a given trading day. 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 Rivian 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 Rivian in good faith as necessary. Whenever the Conversion Price is adjusted pursuant to this Section 2.3, Rivian 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, Rivian shall provide written notice to Investor (i) notifying Investor of the Conversion, (ii) specifying the 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 Rivian for cancellation. Rivian 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, Rivian 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 Rivian 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, Rivian 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, Rivian shall be forever released from all of its obligations and liabilities under this Note.

A-4

The occurrence of any of the following prior to the Conversion of this Note constitutes an “Event of Default” hereunder: (a) Rivian 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, Rivian fails to pay the Outstanding Amount due hereunder on the Maturity Date and such payment has not been made within ten (10) business of Rivian’s receipt of written notice to Rivian of such failure to pay; (c) Rivian enters into Voluntary Bankruptcy or Insolvency Proceedings; or (d) Rivian 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 Rivian (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 Rivian, 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 Rivian 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 Rivian; 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 Rivian 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 Rivian 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 Rivian or any of its subsidiaries and any other third party evidencing any indebtedness for borrowed money of Rivian or any of its subsidiaries in an amount exceeding $100,000,000.

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

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written notice to Rivian, 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.

Notwithstanding anything to the contrary herein, in the event the Conversion Condition has not been satisfied as of March 31, 2027 (the “Final Testing Date”), the Company, at its option, may elect by written notice to Investor to prepay the Outstanding Amount in full (calculated to, but not including, the date of prepayment) at any time from such Final Testing Date and prior to the Maturity Date. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted) to Investor in the manner set forth in Section 7.01 of the Investment Agreement. Upon payment of the Outstanding Amount to Investor pursuant to this Section 4, this Note shall be terminated and deemed null and void.

Any notice to Rivian or Investor hereunder must be provided in the manner set forth in Section 7.01 of the Investment Agreement.

The rights and obligations of Rivian 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 Rivian 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 Rivian 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.