Churchill Capital Corp IV 180,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
Churchill Capital Corp IV, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 180,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 27,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used
CHURCHILL CAPITAL CORP IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2020Warrant Agreement • July 14th, 2020 • Churchill Capital Corp IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020 is by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
LUCID GROUP, INC. (a Delaware corporation) 173,544,948 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2023 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • New York
Lucid Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA Securities, Inc. is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto. The aforesaid 173,544,948 shares of Common Stock are herein called the “Securities.” If there is only one Underwriter listed on Schedule A, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires.
Annetta Acquisition Corp New York, NY 10019Securities Subscription Agreement • July 14th, 2020 • Churchill Capital Corp IV • Blank checks • New York
We are pleased to accept the offer Annetta Sponsor LLC (the “Subscriber” or “you”) has made to purchase 21,562,500 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 2,812,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Annetta Acquisition Corp, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2020 by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Karen G. Mills (“Indemnitee”).
Churchill Capital Corp IV 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 14th, 2020 • Churchill Capital Corp IV • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Churchill Capital Corp IV, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 115,000,000 of the Company’s units (including up to 15,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. S
INDEMNITY AGREEMENTIndemnification Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2020 by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Jay Taragin (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification & Liability • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2020 by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Michael Klein (“Indemnitee”).
CHURCHILL CAPITAL CORP IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 29, 2020Warrant Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 29, 2020 is by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2020, is made and entered into by and among Churchill Capital Corp IV, a Delaware corporation (the “Company”), Churchill Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 14th, 2021 • Churchill Capital Corp IV • Motor vehicles & passenger car bodies • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the ____ day of ______, 20__, by and between Lucid Group, Inc, a Delaware corporation (the “Company”) and _________ (“Indemnitee”).
LUCID GROUP, INC. and U.S. Bank National Association as Trustee INDENTURE Dated as of December 14, 2021 1.25% Convertible Senior Notes due 2026Indenture • December 14th, 2021 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • New York
INDENTURE, dated as of December 14, 2021, between Lucid Group, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 29, 2020 (this “Agreement”), is entered into by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Churchill Sponsor IV LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • July 14th, 2020 • Churchill Capital Corp IV • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2020 (this “Agreement”), is entered into by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Churchill Sponsor IV LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 29, 2020 by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LUCID GROUP, INC. (a Delaware corporation) 262,446,931 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 18th, 2024 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • New York
The Company understands that BofA proposes to make a public offering of the Securities as soon as BofA deems advisable after this Agreement has been executed and delivered. Ayar Third Investment Company (“Ayar”) has agreed to purchase 374,717,927 shares of Common Stock from the Company pursuant to the Subscription Agreement between Ayar and the Company, dated as of the date hereof (the “Ayar Agreement”), as Placement Shares (as defined in the Ayar Agreement) with respect to the transactions contemplated hereby (the “Ayar Investment”).
Churchill Capital Corp IV New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Churchill Capital Corp IV, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 207,000,000 of the Company’s units (including up to 27,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. S
Lucid Group, Inc. Class A Common Stock, Par Value $0.0001 Per Share Having an Aggregate Offering Price of up to $600,000,000 EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 8th, 2022 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • New York
Churchill Capital Corp IV 640 Fifth Avenue, 12th Floor New York, NY 10019Administrative Services Agreement • July 14th, 2020 • Churchill Capital Corp IV • Blank checks • New York
CREDIT AGREEMENT dated as of August 4, 2024, among LUCID GROUP, INC., as the Borrower THE LENDERS PARTY HERETO and AYAR THIRD INVESTMENT COMPANY, as Administrative AgentCredit Agreement • August 5th, 2024 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • New York
CREDIT AGREEMENT dated as of August 4, 2024 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among LUCID GROUP, INC., as the Borrower (the “Borrower”), the Lenders from time to time party hereto, and AYAR THIRD INVESTMENT COMPANY, as Administrative Agent.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 5th, 2024 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • New York
CREDIT AGREEMENT dated as of June 9, 2022 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among LUCID GROUP, INC. (the “Company”), as a Borrower, the Lenders and Issuing Banks from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.
LEASE AND OPTION TO PURCHASELease and Option to Purchase • November 8th, 2022 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • Arizona
THIS LEASE AND OPTION TO PURCHASE (“Lease”) is entered into as of this 10th day of August, 2022 (the “Effective Date”), by and between PINAL COUNTY, an Arizona political subdivision (“Landlord”), and LUCID USA, INC., a Delaware corporation (“Tenant,” Landlord and Tenant are sometimes referred to collectively as “Parties” and individually as a “Party”).
LUCID GROUP, INC. AMENDED AND RESTATED 2021 STOCK INCENTIVE PLAN2021 Stock Incentive Plan • June 5th, 2024 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • Delaware
AGREEMENT AND PLAN OF MERGER by and among CHURCHILL CAPITAL CORP IV, AIR MERGER SUB, INC., and ATIEVA, INC. dated as of February 22, 2021Merger Agreement • February 23rd, 2021 • Churchill Capital Corp IV • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 22, 2021, by and among Churchill Capital Corp IV, a Delaware corporation (“SPAC”), Air Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub”), and Atieva, Inc., d/b/a Lucid Motors, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”). SPAC, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
SUBSCRIPTION AGREEMENT by and between LUCID GROUP, INC. and AYAR THIRD INVESTMENT COMPANY Dated as of the Date Set Forth in Schedule 1Subscription Agreement • October 18th, 2024 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • New York
SUBSCRIPTION AGREEMENT, dated as of the date set forth on Schedule 1 hereto (this “Agreement”), by and between Lucid Group, Inc., a Delaware corporation (the “Company”), and Ayar Third Investment Company, a single shareholder limited liability company organized under the laws of the Kingdom of Saudi Arabia (the “Investor”).
LUCID USA, INC. GENERAL TERMS AND CONDITIONS for Prototype and Production Parts and ServicesGeneral Terms and Conditions • February 28th, 2023 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • New York
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized representatives as of the date first written above.
Separation AgreementSeparation Agreement • February 27th, 2024 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • California
This Separation Agreement (this “Agreement”) is between Sherry House (“you”) and Lucid USA, Inc. (the “Company”) (collectively, the “Parties”) as of the date signed below and is intended to provide you with enumerated benefits in exchange for your agreement on the terms set forth herein, and the other terms and conditions set forth in this Agreement.
ContractAffiliate Participation Agreement • February 28th, 2023 • Lucid Group, Inc. • Motor vehicles & passenger car bodies
This AFFILIATE PARTICIPATION AGREEMENT (“Participation Agreement”) is entered into as of December 1st, 2022 (the “PA Effective Date”) by and between Panasonic Corporation of North America doing business as Panasonic Industrial Devices Sales Company of America, a Delaware corporation with offices at 2 Riverfront Plaza, Newark, NJ 07102 (“Affiliate”), and LUCID USA, Inc., a corporation duly organized and existing under the laws of the State of Delaware, USA, having its principal place of business at 7373 Gateway Blvd Newark, CA 94560 USA (“LUCID”).
Churchill Capital Corp IV 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Sponsor AgreementSponsor Agreement • February 23rd, 2021 • Churchill Capital Corp IV • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp IV, a Delaware corporation (“SPAC”), Atieva, Inc., d/b/a Lucid Motors, an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”), and Air Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC, and hereby amends and restates in its entirety that certain letter, dated July 29, 2020, from Churchill Sponsor IV LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of SPAC’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to SPAC (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 10 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascr
HARRISON PROPERTIES MULTI-TENANT INDUSTRIAL GROSS LEASEMulti-Tenant Industrial Gross Lease • March 22nd, 2021 • Churchill Capital Corp IV • Blank checks • Arizona
AMENDMENT NO. 4 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 19th, 2024 • Lucid Group, Inc. • Motor vehicles & passenger car bodies
This Amendment No. 4 (this “Amendment”), effective as of the date of the Subscription Agreement (as defined below), is made to that certain Investor Rights Agreement, dated as of February 22, 2021, as amended from time to time, (the “Agreement”), by and among (i) Churchill Capital Corp IV, a Delaware corporation (“PubCo”); (ii) Ayar Third Investment Company, a single shareholder limited liability company organized under the laws of the Kingdom of Saudi Arabia (“Ayar”); (iii) each of the Persons identified on the signature pages to the Agreement or on the signature pages to a joinder to the Agreement; and (iv) Churchill Sponsor IV LLC, a Delaware limited liability company. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to such terms in the Agreement.
ContractLoan Agreement • May 5th, 2022 • Lucid Group, Inc. • Motor vehicles & passenger car bodies
Certain identified information has been omitted from this document because it is not material and is the type that the Company customarily and actually treats as private or confidential, and has been marked with “[***]” to indicate where omissions have been made.
This Agreement has been executed in English and Arabic; Arabic version has been omitted for purposes of this filing.Letter of Undertaking • May 5th, 2022 • Lucid Group, Inc. • Motor vehicles & passenger car bodies
Subject: The Government of the Kingdom of Saudi Arabia and its entities and corporate subsidiaries (together, the “Kingdom”) need to purchase up to one hundred thousand (100,000) vehicles from the Company and its affiliates.
Lucid Group, Inc. Executive Severance Benefit Plan Participation Agreement – [Participant’s Position/Title]Executive Severance Benefit Plan Participation Agreement • July 26th, 2021 • Lucid Group, Inc. • Motor vehicles & passenger car bodies
On behalf of Lucid Group, Inc., I am pleased to inform you that you have been designated as eligible to be a Participant in the Lucid Group, Inc. Executive Severance Benefit Plan (the “Plan”). The consolidated Plan document and Summary Plan Description is attached to this Participation Agreement. The terms and conditions of your participation in the Plan are as set forth in the Plan and this Participation Agreement and this Participation Agreement is an integral part of the Plan.
Subscription AgreementSubscription Agreement • February 23rd, 2021 • Churchill Capital Corp IV • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 22nd day of February, 2021, by and between Churchill Capital Corp IV, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
