Material Agreement Form 8 K

Private Placement

On October 16, 2024, Lucid Group, Inc. (the "Company") entered into a subscription agreement, dated October 16, 2024 (the "Subscription Agreement"), between the Company and Ayar Third Investment Company,a single shareholder limited liability company organized under the laws of the Kingdom of Saudi Arabia ("Ayar"), an affiliate of the Public Investment Fund and the Company's majority shareholder. Pursuant to the Subscription Agreement, Ayar agreed to purchase from the Company 374,717,927 shares of the Company's Class A common stock (the "common stock") in a private placement (the "Private Placement"), for aggregate net proceeds, before expenses, of approximately $971 million. The Private Placement is expected to close on October 31, 2024 and is subject to customary closing conditions. As a result of the offering described under the caption "Underwriting Agreement" in Item 8.01 below and the Private Placement, Ayar expects to continue to maintain its approximate 58.8% ownership of the Company's outstanding common stock as of September 30, 2024. In addition, given the Underwriter's (as defined below) exercise of the Overallotment Option (as defined below) disclosed in Item 8.01 below, Ayar has agreed to purchase from us an additional 21,470,459 shares of our common stock to maintain its percentage ownership of Lucid's outstanding common stock.

The shares of common stock to be sold to Ayar pursuant to the Subscription Agreement will be sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").

The Subscription Agreement contains customary representations, warranties and covenants. Common stock acquired by Ayar under the Subscription Agreement will be subject to the Investor Rights Agreement, dated as of February 22, 2021, by and among the Company, Ayar, and the other parties thereto, as amended from time to time (the "Investor Rights Agreement"), which governs the registration for resale of such common stock.

The description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment to Investor Rights Agreement

In connection with the entry into the Subscription Agreement, we intend to enter into an amendment to the Investor Rights Agreement (the "Fifth IRA Amendment"). Pursuant to the Fifth IRA Amendment, Ayar will be entitled to certain registration rights, including demand, piggy-back and shelf registration rights, with respect to the shares of common stock Ayar purchased in the Private Placement.

The description of the Fifth IRA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Fifth IRA Amendment included as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.