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.
SUBSCRIPTION AGREEMENT by and between LUCID GROUP, INC. and AYAR THIRD INVESTMENT COMPANY Dated as of the Date Set Forth in Schedule 1Subscription Agreement • June 5th, 2023 • 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”).
AMENDMENT NO. 2 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 5th, 2023 • Lucid Group, Inc. • Motor vehicles & passenger car bodies
This Amendment No. 2 (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.
