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”).
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
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 10019Churchill Capital Corp IV • July 14th, 2020 • 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:
Churchill Capital Corp IV 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 Re: Initial Public Offering Ladies and Gentlemen:Letter 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
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”).
Churchill Capital Corp IV 100,000,000 Units1 UNDERWRITING AGREEMENTChurchill Capital Corp IV • July 14th, 2020 • 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 100,000,000 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 15,000,000 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
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 Jay Taragin (“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 AGREEMENTPrivate Placement • 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”).
Churchill Capital Corp IV New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter 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
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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants 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”).
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”).
Churchill Capital Corp IV 640 Fifth Avenue, 12th Floor New York, NY 10019Letter Agreement • July 14th, 2020 • Churchill Capital Corp IV • Blank checks • New York
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
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. SECOND AMENDED AND RESTATED 2021 STOCK INCENTIVE PLANEmployee Stock Purchase Plan • April 25th, 2023 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • Delaware
LUCID USA, INC. GENERAL TERMS AND CONDITIONS for Prototype and Production Parts and ServicesAffiliate Participation Agreement • 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 AgreementChurchill Capital Corp IV • February 23rd, 2021 • 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 LEASEChurchill Capital Corp IV • March 22nd, 2021 • Blank checks • Arizona
ContractLucid Group, Inc. • May 5th, 2022 • 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.Lucid Group, Inc. • May 5th, 2022 • 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]Lucid Group, Inc. • July 26th, 2021 • 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).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 23rd, 2021 • Churchill Capital Corp IV • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of February 22, 2021 (the “Effective Date”), is made 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 hereto or on the signature pages to a joinder in the form attached to this Investor Rights Agreement as Exhibit A under the heading “Lucid Insiders” (collectively, the “Lucid Insiders”) and; (iv) Churchill Sponsor IV LLC, a Delaware limited liability company. Each of PubCo, Ayar, the Lucid Insiders and the Sponsor may be referred to herein as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENT by and between LUCID GROUP, INC. and AYAR THIRD INVESTMENT COMPANY Dated as of November 8, 2022Subscription Agreement • November 8th, 2022 • Lucid Group, Inc. • Motor vehicles & passenger car bodies • New York
WHEREAS, concurrently with this Agreement, the Company is entering into an Equity Distribution Agreement, dated as of the date hereof (the “ATM Agreement”), by and among the Company and BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc., pursuant to which the Company may offer shares of its Class A common stock, par value $0.0001 per share (the “Common Stock”), with an aggregate offering price of up to $600 million from time to time (the “ATM Offering”) pursuant to the Registration Statement (as defined below).
ContractLucid Group, Inc. • February 27th, 2024 • 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.
ContractLucid Group, Inc. • May 5th, 2022 • 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.
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 Energy Corporation of North America, a Delaware corporation with offices at 1 Electric Avenue, Sparks, NV, 89437 (“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”).
Date: 16/07/1444HCorresponding to: 07/02/2023G Re: Amend to the Credit Facility AgreementDated 27/07/1443H corresponding to 28/02/2022G WHEREAS: (1) Gulf International Bank Saudi Arabia, a Saudi closed joint-stock company with a capital of...Lucid Group, Inc. • May 8th, 2023 • Motor vehicles & passenger car bodies
SECOND: Canceling clause (1-2) Bridge Loan of the Facilities Letter. THIRD: Amending Sub-clause (Total Facility) of Clause (1-3) Working Capital Facilities of the Facilities Letter as follows: Total Facility: SAR 1,000,000,000/- FOURTH: Amending items (Sub-Limit) & (Margin) of Sub-clause (A) Short Term Advance Facility of Clause (1-3) Working Capital Facilities of the Facilities Letter as follows: Sub-Limit: SAR 1,000,000,000/- Margin: (1.4%) per annum over SAIBOR. FIFTH: Amending item (Sub-Limit) of Sub-clause (B) LC Facility of Clause (1-3) Working Capital Facilities of the Facilities Letter as follows: Sub-Limit: SAR 1,000,000,000/- SIXTH: Adding Sub-clause (C) Guarantees Facility to Clause (1-3) Working Capital Facilities of the Facilities Letter as follows: (C) Guarantees Facility (Payment Guarantee, Advance Payment Guarantee, Performance Guarantee, Customs Guarantee, Standby LC): Sub-Limit: SAR 10,000,000/- T
OfficeBonus Agreement • March 22nd, 2021 • Churchill Capital Corp IV • Blank checks • California
AMENDMENT NO. 3 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 29th, 2024 • Lucid Group, Inc. • Motor vehicles & passenger car bodies
This Amendment No. 3 (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.
