Form 8-K

8-K — Lucid Group, Inc.

Accession: 0001104659-26-042873

Filed: 2026-04-14

Period: 2026-04-14

CIK: 0001811210

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2611666d3_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2611666d3_ex1-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2611666d3_ex5-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2611666d3_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-04-14

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

April 14, 2026

Lucid

Group, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-39408

85-0891392

(State or other jurisdiction

incorporation or organization)

(Commission File

Number)

(I.R.S. Employer Identification

No.)

7373

Gateway Boulevard

Newark,

94560

(Address of Principal Executive

Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (510)

648-3553

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock, $0.0001 par value per share

LCID

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

Underwriting Agreement

On April 14,

2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”), between the Company

and BofA Securities, Inc. (the “Underwriter”), relating to the issuance and sale (the “Offering”)

of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for

aggregate net proceeds, after expenses, to the Company of approximately $291.5 million.

The Underwriter may offer the shares of Common Stock from time to time for sale in one or more transactions on the Nasdaq Global Market,

in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices

related to prevailing market prices or at negotiated prices. The Common Stock is being sold pursuant to a prospectus supplement, dated

April 14, 2026, and the accompanying prospectus, dated April 14, 2026, each filed with the Securities and Exchange Commission,

relating to the Company’s shelf registration statement on Form S-3ASR (File No. 333-295033).

The Company has agreed to indemnify the Underwriter against certain

liabilities, including certain liabilities under the Securities Act of 1933, as amended. If the Company is unable to provide the required

indemnification, the Company has agreed to contribute to payments the Underwriter may be required to make in respect of those liabilities.

In addition, the Underwriting Agreement contains customary representations, warranties and covenants of the Company.

The foregoing description of the Underwriting Agreement is not complete

and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1

to this Current Report on Form 8-K and is incorporated herein by reference.

The legal opinion of Skadden, Arps, Slate, Meagher & Flom

LLP relating to the Common Stock sold pursuant to the Underwriting Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

A copy of the press release announcing the pricing of the Offering

is attached as Exhibit 99.1, and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

1.1

Underwriting Agreement, dated April 14, 2026, between Lucid Group, Inc., and BofA Securities, Inc.

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).

99.1

Press Release, dated April 14, 2026.

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 14, 2026

LUCID GROUP, INC.

By:

/s/

Taoufiq Boussaid

Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2611666d3_ex1-1.htm · Sequence: 2

Exhibit 1.1

LUCID GROUP, INC.

(a Delaware corporation)

36,057,692 Shares of Class A Common Stock

UNDERWRITING AGREEMENT

Dated: April 14, 2026

LUCID GROUP, INC.

(a Delaware corporation)

36,057,692 Shares of Class A Common Stock

UNDERWRITING AGREEMENT

April 14, 2026

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Lucid Group, Inc., a

Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA” or the “Underwriter”)

with respect to the sale by the Company and the purchase by BofA of the number 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 36,057,692 shares of Common Stock

to be purchased by BofA are herein called the “Securities.”

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 55,000 shares of Series C Redeemable Convertible Preferred

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”). Uber Technologies Inc. (or one of its affiliates) (“Uber”) has agreed to purchase 24,038,462 shares of Common

Stock from the Company pursuant to the Subscription Agreement between Uber and the Company, dated as of the date hereof (the “Uber

Agreement” and, together with the Ayar Agreement, the “Concurrent Agreements”), as Placement Shares (as defined in the

Uber Agreement) with respect to the transactions contemplated hereby (the “Uber Investment” and, together with the Ayar Investment,

the “Concurrent Investments”).

The Company has prepared and

filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3

(File No. 333-295033) covering the public offering and sale of certain securities, including the Securities, under the Securities

Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder (the “1933 Act Regulations”),

which automatic shelf registration statement became effective under Rule 462(e) under the 1933 Act Regulations (“Rule 462(e)”).

Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to

such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference

therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as

of such time pursuant to Rule 430B under the 1933 Act Regulations (“Rule 430B”), and is referred to herein as the

“Registration Statement;” provided, however, that the “Registration Statement” without reference to a time means

such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities,

which time shall be considered the “new effective date” of such registration statement with respect to the Securities within

the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated

or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise

deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement at

the time of its effectiveness used in connection with the offering of the Securities, including the documents incorporated or deemed to

be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are collectively referred to herein as the

“preliminary prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final

prospectus relating to the Securities in accordance with the provisions of Rule 424(b) under the 1933 Act Regulations (“Rule 424(b)”).

The final prospectus, in the form first furnished or made available to BofA for use in connection with the offering of the Securities,

including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the

1933 Act, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration

Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include

the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system)

(“EDGAR”).

As used in this Agreement:

“Applicable

Time” means 7:20 A.M., New York City time, on April 14, 2026.

“General Disclosure

Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the preliminary prospectus

(including any documents incorporated therein by reference) that is distributed to investors prior to the Applicable Time and the information

included on Schedule B-1 hereto, all considered together.

“Issuer Free

Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations

(“Rule 433”), including, without limitation, any “free writing prospectus” (as defined in Rule 405 of

the 1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission

by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether

or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because

it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or

required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant

to Rule 433(g).

“Issuer General

Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors

(other than a “bona fide electronic road show,” as defined in Rule 433), as evidenced by its being specified in

Schedule B-2 hereto.

“Issuer Limited

Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

All references in this Agreement

to financial statements and schedules and other information which is “contained,” “included” or “stated”

(or other references of like import) in the Registration Statement, the preliminary prospectus or the Prospectus shall be deemed to include

all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration

Statement, the preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement; and

all references in this Agreement to amendments or supplements to the Registration Statement, the preliminary prospectus or the Prospectus

shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations

promulgated thereunder (collectively, the “1934 Act”), incorporated or deemed to be incorporated by reference in the Registration

Statement, the preliminary prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.

SECTION 1.        Representations

and Warranties.

(a)            Representations

and Warranties by the Company. The Company represents and warrants to BofA as of the date hereof, the Applicable Time and the Closing

Time (as defined below), and agrees with BofA, as follows:

(i)           Registration

Statement and Prospectuses. The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement

is an “automatic shelf registration statement” (as defined in Rule 405) and the Securities have been and remain eligible

for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and any post-effective

amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or

any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of the preliminary

prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the

Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Each of the Registration

Statement and any post-effective amendment thereto, at the time of its effectiveness, each deemed effective date with respect to BofA

pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, the Applicable Time, the Closing Time complied and will comply in

all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. The preliminary prospectus, the Prospectus and

any amendment or supplement thereto, at the time each was filed with the Commission, and, in each case, at the Applicable Time, the Closing

Time complied and will comply in all material respects with the requirements of the 1933 Act Regulations and the preliminary prospectus

and the Prospectus delivered to BofA for use in connection with this offering was identical to the electronically transmitted copies thereof

filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

The documents incorporated

or deemed to be incorporated by reference in the Registration Statement, the preliminary prospectus and the Prospectus, when they became

effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with

the requirements of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).

(ii)          Accurate

Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof or at the Closing

Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact

required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time and at the Closing Time

neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered

together with the General Disclosure Package when considered together with the General Disclosure Package, included, includes or will

include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment

or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing

Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact

necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents

incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus,

at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission,

as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the

Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary to make the statements therein not misleading.

The representations

and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto),

the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with

written information furnished to the Company by BofA expressly for use therein. For purposes of this Agreement, the only information so

furnished shall be the information under the heading “Underwriting–Commissions and Discounts,” the information under

the heading “Underwriting–Short Positions” and the information under the heading “Underwriting–Electronic

Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

(iii)         Issuer

Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration

Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed

to be a part thereof that has not been superseded or modified. Any offer that is a written communication relating to the Securities made

prior to the initial filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this

paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption

provided by Rule 163 under the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of

Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of

the 1933 Act provided by Rule 163.

(iv)         Well-Known

Seasoned Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment

thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment,

incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company

or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 1933 Act) made any offer

relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, and (D) as of the Applicable Time, the

Company was and is a “well-known seasoned issuer” (as defined in Rule 405).

(v)          Company

Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest

time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of

the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,”

as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary

that the Company be considered an ineligible issuer.

(vi)         Independent

Accountants. The accountants (the “Accountants”) who certified the financial statements and supporting schedules included

in the Registration Statement, the General Disclosure Package and the Prospectus are independent public accountants as required by the

1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the Public Company Accounting Oversight Board.

(vii)        Financial

Statements. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package

and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of

the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash

flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity

with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved.

The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated

therein. The summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present

fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited

financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules

are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus

under the 1933 Act or the 1933 Act Regulations or the 1934 Act Regulations.

(viii)       No

Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given

in the Registration Statement, the General Disclosure Package, or the Prospectus, (A) there has been no material adverse change or

any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business

or management of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business

(a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries,

other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as

one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class

of its capital stock.

(ix)          Good

Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws

of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as

described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations

under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each

other jurisdiction (to the extent such concept or functional equivalent is applicable in such jurisdiction) in which such qualification

is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify

or to be in good standing would not result in a Material Adverse Effect.

(x)           Good

Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation

S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing

in good standing under the laws of the jurisdiction of its incorporation or organization (to the extent such concept or functional equivalent

is applicable in such jurisdiction), has corporate or similar power and authority to own, lease and operate its properties and to conduct

its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact

business and is in good standing in each jurisdiction (to the extent such concept or functional equivalent is applicable in such jurisdiction)

in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except

where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed

in the Registration Statement, General Disclosure Package or the Prospectus, all of the issued and outstanding capital stock of each Subsidiary

has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries,

free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital

stock of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only

Subsidiaries of the Company are the Subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for

the fiscal year ended December 31, 2025, as filed with the Commission.

(xi)         Capitalization.

The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Registration Statement,

the General Disclosure Package, and the Prospectus. All outstanding shares of capital stock of the Company have been duly authorized and

validly issued in accordance with the Bylaws, fully paid and non-assessable and conform as to legal matters to the description thereof

contained in or incorporated by reference into the Prospectus; and the stockholders of the Company have no preemptive rights with respect

to the Securities. As of the date of the Company’s most recent Annual Report on Form 10-K, except as disclosed in the Registration

Statement, the General Disclosure Package, and the Prospectus, neither the Company nor any of the Subsidiaries has outstanding any options

to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into,

or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations.

All outstanding shares of capital stock and options and other rights to acquire capital stock have been issued in compliance with the

registration and qualification provisions of all applicable securities laws and were not issued in violation of any preemptive rights,

rights of first refusal or other similar rights.

(xii)        Authorization

of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(xiii)       Securities.

The Securities to be offered by the Company hereunder have been duly authorized and, when issued and delivered and paid for as provided

herein, will be duly and validly issued in accordance with the third amended and restated certificate of incorporation of the Company,

as subsequently amended from time to time, and the second amended and restated bylaws of the Company, as subsequently amended from time

to time, and will be fully paid and non-assessable and will conform to the description thereof in the Registration Statement, the General

Disclosure Package and the Prospectus; and no such issuance of Securities is subject to any statutory, preemptive or other similar contractual

rights to subscribe for the Securities.

(xiv)       Registration

Rights. There are no persons with registration rights or other similar rights to have any securities of the Company registered for

sale or sold by the Company under the 1933 Act, other than those rights that have been disclosed in the Registration Statement, the General

Disclosure Package or the Prospectus. No person has the right to include any securities in the Securities to be sold in the offering contemplated

by this Agreement, except for any such right that has been complied with or duly waived.

(xv)        Absence

of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in material violation of its charter,

by-laws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant

or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or

instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the

properties or assets of the Company or any subsidiary is subject (collectively, “Agreements and Instruments”), except for

such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law, statute,

rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency

or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties,

assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate,

result in a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of its charter, by-laws or similar

organizational document. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated

herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities

and the use of the net proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”)

and compliance by the Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action

and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach

of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance

upon any properties or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for such conflicts,

breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material

Adverse Effect), nor will such action result in any violation of the provisions of (i) the charter, by-laws or similar organizational

document of the Company or any of its subsidiaries or (ii) any law, statute, rule, regulation, judgment, order, writ or decree of

any Governmental Entity, except, with respect to clause (ii), such violations as would not reasonably be expected to, singly or in the

aggregate, result in a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives

the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to

require the repurchase, redemption or repayment of all or a portion of such indebtedness, prior to its stated maturity, by the Company

or any of its subsidiaries.

(xvi)       Absence

of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the

Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any

subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would result in a Material Adverse

Effect.

(xvii)      Absence

of Proceedings. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is no

action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the

Company, threatened, against the Company or any of its subsidiaries, which might result in a Material Adverse Effect, or which might materially

and adversely affect their respective properties or assets or the consummation of the transactions contemplated in this Agreement or the

performance by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the

Company or any such subsidiary is a party or of which any of their respective properties or assets is the subject which are not described

in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to

the business, could not result in a Material Adverse Effect.

(xviii)     Accuracy

of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure

Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

(xix)       Absence

of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree

of, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with

the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated hereby, except (x) such

as have been obtained and made under the 1933 Act or the 1934 Act or (y) such consents, approvals, authorizations, orders and registrations

or qualifications (A) as may be obtained under applicable securities or blue-sky laws of any state or foreign jurisdiction in connection

with the sale of the Securities by BofA or (B) as have been obtained prior to the date herewith.

(xx)        Possession

of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations

(collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business

now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect.

The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure

so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and

in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be

in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. Neither the Company nor any of its

subsidiaries has received any written notice of proceedings relating to the revocation or modification of any Governmental Licenses which,

singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(xxi)       Title

to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to

all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions

or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the

Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the

use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material

to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries

holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect,

and neither the Company nor any such subsidiary has received any written notice of any material claim of any sort that has been asserted

by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or

questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such

lease or sublease that would, singly or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

(xxii)      Possession

of Intellectual Property. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) the Company

and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights,

know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures),

trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to

carry on the business now operated by them and (B) neither the Company nor any of its subsidiaries has received any written notice

or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of

any facts or circumstances which would render any Intellectual Property owned by the Company or its Subsidiaries invalid or inadequate

to protect the interest of the Company or any of its Subsidiaries therein.

(xxiii)      Environmental

Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or

in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any

federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or

administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution

or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or

subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals,

pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials

or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal,

transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries

have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their

requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters,

claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against the Company

or any of its subsidiaries and (D) to the Company’s knowledge, there are no events or circumstances that would reasonably be

expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental

Entity, against the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

(xxiv)      Accounting

Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal control over financial reporting

(as defined under Rule 13-a15 and 15d-15 under the 1934 Act Regulations) and a system of internal accounting controls sufficient

to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization;

(B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain

accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization;

(D) 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 (E) the interactive data in eXtensible Business Reporting Language included or incorporated

by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for

in all material respects and is prepared in accordance with the Commission's rules and guidelines applicable thereto. Except as described

in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited

fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or

not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company and each of its

subsidiaries maintain an effective system of disclosure controls and procedures (as defined in Rule 13a 15 and Rule 15d 15 under

the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or

submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s

rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer

or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

(xxv)      Compliance

with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or

officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002

and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and

906 related to certifications.

(xxvi)     Payment

of Taxes. All United States federal, state, local and non-U.S. tax returns of the Company and its subsidiaries required by law to

be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except

assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided, and except

where the failure to file such a return or pay such a tax would not, in the aggregate, reasonably be expected to have a Material Adverse

Effect. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any

years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally

determined, except to the extent of any inadequacy that would not in the aggregate result in a Material Adverse Effect.

(xxvii)    Insurance.

The Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in

such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business,

and all such insurance is in full force and effect. The Company has no reason to believe that it or any of its subsidiaries will not be

able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from

similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in

a Material Adverse Effect. Neither of the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought

or for which it has applied during the past three years.

(xxviii)   Investment

Company Act. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application

of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be

required, to register as an “investment company” under the Investment Company Act of 1940, as amended.

(xxix)     Absence

of Manipulation. Neither the Company nor any controlled affiliate of the Company has taken, nor will the Company or any controlled

affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes,

the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or to

result in a violation of Regulation M under the 1934 Act. Except as permitted by the 1933 Act and furnished and consented to by BofA prior

to distribution, the Company has not distributed any registration statement, preliminary prospectus, prospectus or other offering material

in connection with the Securities.

(xxx)       Foreign

Corrupt Practices Act. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent,

employee, controlled affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any

action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended,

and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any

means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the

payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign

official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign

political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its controlled affiliates have conducted

their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are

reasonably expected to continue to ensure, continued compliance therewith.

(xxxi)      Money

Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance

with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as

amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules,

regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”);

and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its subsidiaries with respect to

the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(xxxii)     OFAC.

None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, controlled affiliate

or representative of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject or

target of any sanctions of or administered or enforced by the United States Government, including, without limitation, the U.S. Department

of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security

Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),

nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions

(including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea, Kherson, and Zaporizhzhia regions of Ukraine, the so-called

Donetsk People’s Republic and the so-called Luhansk People’s Republic); and the Company will not, directly or indirectly,

use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint

venture partners or other Person, to (A) fund any activities of or business with any Person, or in any country or territory, that,

at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including

any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions or (B) finance

any of the Company’s operations or activities (including joint ventures) in the Russian Federation, or to purchase Russian origin

crude oil or refined petroleum products.

(xxxiii)    Outbound

Investments. Neither the Company nor any of its subsidiaries is or has any present intention to become a “covered foreign person,”

as that term is used in the regulations administered and enforced by the U.S. Treasury Department under U.S. Executive Order 14105 and

codified at 31 C.F.R. § 850.101 et seq. (the “Outbound Investment Rules”). Neither the Company nor any of its subsidiaries

currently engages, directly or indirectly, in (i) a “covered activity” or a “covered transaction,” as each

such term is defined in the Outbound Investment Rules, (ii) any activity or transaction that would constitute a “covered activity”

or a “covered transaction,” as each such term is defined in the Outbound Investment Rules, if the Company were a “U.S.

Person” (as defined below), or (iii) any other activity that would cause BofA or any of its affiliates to be in violation of

the Outbound Investment Rules or cause BofA or any of its affiliates to be legally prohibited by the Outbound Investment Rules from

performing under this Agreement. For purposes of this Agreement, a “U.S. Person” means any United States citizen, lawful permanent

resident, entity organized under the laws of the United States or any jurisdiction within the United States, including any foreign branch

of any such entity, or any person in the United States.

(xxxiv)    Lending

Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company

(i) does not have any material lending or other relationship with any bank or lending affiliate of BofA and (ii) does not

intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of BofA.

(xxxv)     Statistical

and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the General Disclosure Package

or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate

and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.

(xxxvi)   Cybersecurity.

(A) Except as would not, singly or in the aggregate, result in a Material Adverse Effect, there has been no security breach or incident,

unauthorized access or disclosure, or other compromise of or relating to the Company or its subsidiaries information technology and computer

systems, networks, hardware, software, data and databases (including the data and information maintained, processed or stored by the Company

and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”); (B) neither the Company nor its

subsidiaries have been notified of, and each of them have no knowledge of any material event or condition that could result in, any security

breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company and its

subsidiaries have implemented commercially reasonable controls, policies, procedures, and technological safeguards designed to maintain

and protect the integrity, continuous operation, redundancy and security of their material IT Systems and Data reasonably consistent with

applicable binding industry standards and practices, or as required by applicable binding regulatory standards. The Company and its subsidiaries

are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any

court or arbitrator or governmental or regulatory authority, public-facing policies and statements and contractual obligations relating

to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation

or modification.

(xxxvii)   Uyghur

Forced Labor Prevention Act. The operations of neither the Company nor any of its subsidiaries involve the sale or import into the

United States of any goods, wares, articles, or merchandise mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur

Autonomous Region of the People's Republic of China, or produced by an entity on the Department of Homeland Security’s UFLPA Entity

List. In the past five (5) years, none of the goods the Company or any of its subsidiaries have sold or imported into the United

States have been seized by Customs and Border Patrol as being contrary to Section 307 of the Tariff Act of 1930 due to the use of

forced labor in China in the production of such goods, and neither the Company nor its subsidiaries have been the subject of any fines,

penalties, enforcement actions, litigation, or other liability in relation to the use of forced labor or alleged forced labor in the supply

chain of the products it sells or imports into the United States. The Company and its subsidiaries have implemented policies and controls

reasonably designed to mitigate the risks of forced labor in their supply chains and to ensure compliance with Section 307 of the

Tariff Act of 1930.

(xxxviii)  Issuer

Free Writing Prospectus. The Company has not made any offer relating to the Securities that would constitute an Issuer Free Writing

Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the

Company with the Commission or retained by the Company under Rule 433.

(b)            Officer’s

Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to BofA or to counsel for

BofA shall be deemed a representation and warranty by the Company to BofA as to the matters covered thereby.

SECTION 2.         Sale

and Delivery to BofA; Closing.

(a)            Securities.

On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company

agrees to sell to BofA, and BofA agrees to purchase from the Company, at the price per share set forth in Schedule A, that number of Securities

set forth in Schedule A.

(b)           Payment.

Payment of the purchase price for, and delivery of certificates or security entitlements for, the Securities shall be made at the offices

of Simpson Thacher & Bartlett LLP, 2475 Hanover Street, Palo Alto, CA 94304, or at such other place as shall be agreed upon by

BofA and the Company, at 9:00 A.M. (New York City time) on the first (second, if the pricing occurs after 4:30 P.M. (New

York City time) on any given day) business day after the date hereof, or such other time not later than ten business days after such date

as shall be agreed upon by BofA and the Company (such time and date of payment and delivery being herein called “Closing Time”).

Payment shall be made to the

Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to BofA for the account

of BofA of certificates or security entitlements for the Securities to be purchased by BofA.

SECTION 3.         Covenants

of the Company. The Company covenants with BofA as follows:

(a)           Compliance

with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements

of Rule 430B, and will notify BofA immediately, and confirm the notice in writing, (i) when any post-effective amendment to

the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed, (ii) of

the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement

or any amendment or supplement to the Prospectus, including any document incorporated by reference therein or for additional information,

(iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective

amendment or of any order preventing or suspending the use of the preliminary prospectus or the Prospectus, or of the suspension of the

qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any

of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement

and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering

of the Securities. The Company will effect all filings required under Rule 424(b), in the manner and within the time period required

by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly

whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the

event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of

any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.

The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under

the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under

the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance

with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus

filed pursuant to Rule 424(b)).

(b)           Continued

Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act

Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration

Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but

for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by the 1933

Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it

is necessary, in the opinion of counsel for BofA or for the Company, to (i) amend the Registration Statement in order that the Registration

Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary

to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order

that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or

omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing

at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure

Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the

Company will promptly (A) give BofA notice of such event, (B) prepare any amendment or supplement as may be necessary to correct

such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements

and, a reasonable amount of time prior to any proposed filing or use, furnish BofA with copies of any such amendment or supplement and

(C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment

or supplement to which BofA or counsel for BofA shall object. The Company will furnish to BofA such number of copies of such amendment

or supplement as BofA may reasonably request. The Company has given BofA notice of any filings made pursuant to the 1934 Act or 1934 Act

Regulations within 48 hours prior to the Applicable Time; the Company will give BofA notice of its intention to make any such filing from

the Applicable Time to the Closing Time and will furnish BofA with copies of any such documents a reasonable amount of time prior to such

proposed filing, as the case may be, and will not file or use any such document to which BofA or counsel for BofA shall reasonably object.

of Registration Statements. The Company has furnished or will deliver to BofA and counsel for BofA, without charge, conformed copies

of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith or incorporated by reference

therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and certificates

of experts, and will also deliver to BofA, without charge, a conformed copy of the Registration Statement as originally filed and each

amendment thereto (without exhibits) for BofA. The copies of the Registration Statement and each amendment thereto furnished to BofA will

be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted

by Regulation S-T.

(d)            Delivery

of Prospectuses. The Company has delivered to BofA, without charge, as many copies of the preliminary prospectus as BofA reasonably

requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish

to BofA, without charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172,

would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as BofA may

reasonably request. The Prospectus and any amendments or supplements thereto furnished to BofA will be identical to the electronically

transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e)            Blue

Sky Qualifications. The Company will use its best efforts, in cooperation with BofA, to qualify the Securities for offering and sale

under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as BofA may designate and to maintain

such qualifications in effect so long as required to complete the distribution of the Securities; provided, however, that the Company

shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities

in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction

in which it is not otherwise so subject.

(f)            Rule 158.

The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders

as soon as practicable an earnings statement for the purposes of, and to provide to BofA the benefits contemplated by, the last paragraph

of Section 11(a) of the 1933 Act; provided the Company will be deemed to have furnished such statement to securityholders and

BofA to the extent it is filed with the Commission pursuant to EDGAR.

(g)            Use

of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Registration

Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”

(h)            Listing.

The Company will use its best efforts to effect and maintain the listing of the Securities on the Nasdaq Global Select Market.

(i)            Restriction

on Sale of Securities. During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written

consent of BofA, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase

any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common

Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file or confidentially submit any registration

statement under the 1933 Act with respect to any of the foregoing; or (ii) enter into any swap or any other agreement or any transaction

that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such

swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities,

in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common

Stock issued by the Company upon the exercise of an option, warrant or employee stock purchase plan purchase right or the conversion of

a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus,

including but not limited to, for the avoidance of doubt, the issuance of shares of Common Stock pursuant to conversion of the Company’s

1.25% Convertible Senior Notes due 2026, 5.00% Convertible Senior Notes due 2030 or 7.00% Convertible Senior Notes due 2031, the issuance

of shares of Common Stock pursuant to the Company’s Series A Redeemable Convertible Preferred Stock, Series B Redeemable

Convertible Preferred Stock and Series C Redeemable Convertible Preferred Stock, (C) any shares of Common Stock issued upon

the exercise, vesting or settlement of equity awards or the issuance of equity awards granted pursuant to existing employee benefit plans

of the Company existing on the date hereof referred to in the Registration Statement, the General Disclosure Package and the Prospectus,

(D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to

in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the entry into any agreements to issue or the

issuance of Common Stock and/or Related Securities (not exceeding 5% of the aggregate number of Common Stock outstanding immediately following

the offering of Securities pursuant to this Agreement) in connection with one or more acquisitions by the Company, either directly or

through any of its subsidiaries (which acquisitions may be structured as acquisition of equity or assets, merger or consolidation), (F) any

action required to be taken under the Company’s Investor Rights Agreement dated February 22, 2021, as amended from time to

time, (G) the resale registration set forth in the Uber Agreement or (H) for avoidance of the doubt, any shares of Series C

Redeemable Convertible Preferred Stock and Common Stock issued in the Concurrent Investments; provided that each transferee who receives

Common Stock or Related Securities pursuant to clause (E) shall execute or otherwise be subject to an agreement substantially in

the form of Exhibit A hereto for the remainder of the relevant 60-day period hereunder. For purposes of the foregoing, “Related

Securities” shall mean any options or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable

for or convertible into Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible

into, Common Stock.

(j)            Reporting

Requirements. The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded by

Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission

pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall report

the use of proceeds from the issuance of the Securities as may be required under Rule 463 under the 1933 Act.

(k)            Issuer

Free Writing Prospectuses. The Company agrees that it will not make any offer relating to the Securities that would constitute an

Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required

to be filed by the Company with the Commission or retained by the Company under Rule 433 unless it obtains the prior written consent

of BofA; provided that BofA will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule B-2 hereto and

any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by

BofA. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed

consented to, by BofA as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will

comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required,

legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event

or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in

the Registration Statement, the preliminary prospectus or the Prospectus or included or would include an untrue statement of a material

fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

existing at that subsequent time, not misleading, the Company will promptly notify BofA and will promptly amend or supplement, at its

own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(l)            No

Amendment, Modification, Termination or Waiver of Concurrent Agreements. Prior to the closing of the Concurrent Investments, the Company

agrees that, without prior written consent of BofA, the Company will not, amend, modify, terminate or waive any provision of (i) the

Ayar Agreement relating to the economic terms of the Ayar Investment or (ii) the Uber Agreement relating to the economic terms of

the Uber Investment, in each case, as disclosed in the General Disclosure Package and the Prospectus, and will use all commercially reasonable

efforts to consummate the closing contemplated by the Ayar Agreement and the Uber Agreement in accordance with their respective terms.

In addition, the Company agrees that, during a period of 60 days from the date of the Prospectus, without the prior written consent of

BofA, the Company will not amend, modify, terminate or waive Section 5.06 of the Ayar Agreement, Section 5.06 of the Uber Agreement

or Section 5.06 of the Subscription Agreement, dated as of July 16, 2025, by and between the Company and SMB Holdings Corporation.

SECTION 4.         Payment

of Expenses.

(a)           Expenses.

The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the

preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each

amendment thereto, (ii) the preparation, printing and delivery to BofA of copies of the preliminary prospectus, each Issuer Free

Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any

of the foregoing by BofA to investors, (iii) the preparation, issuance and delivery of the certificates or security entitlements

for the Securities to BofA, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance

or delivery of the Securities to BofA, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors,

(v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(e) hereof,

including filing fees and the reasonable and documented fees and disbursements of counsel for BofA in connection therewith and in connection

with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar

for the Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show”

undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of

road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, (viii) the

filing fees incident to, and the reasonable and documented fees and disbursements of counsel to BofA in connection with the review by

FINRA of the terms of the sale of the Securities and (ix) the fees and expenses incurred in connection with the listing of the Securities

on the Nasdaq Global Select Market; provided, that the fees and disbursements of counsel to BofA incurred in connection with clauses

(v) and (viii) shall not exceed $15,000.

(b)           Termination

of Agreement. If this Agreement is terminated by BofA in accordance with the provisions of Section 5 or Section 9 hereof,

the Company shall reimburse BofA for all of its out-of-pocket expenses, including the reasonable and documented fees and disbursements

of counsel for BofA.

SECTION 5.         Conditions

of BofA’s Obligations. The obligations of BofA hereunder are subject to the accuracy of the representations and warranties of

the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions

hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

(a)           Effectiveness

of Registration Statement. The Registration Statement has become effective and, at the Closing Time, no stop order suspending the

effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing

or suspending the use of the preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have

been instituted or are pending or, to the Company’s knowledge, contemplated; and the Company has complied with each request (if

any) from the Commission for additional information. The Company shall have paid the required Commission filing fees relating to the Securities

within the time period required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and

otherwise in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations and, if applicable, shall have updated

the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment

to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).

(b)           Opinions

of Counsel for Company. At the Closing Time, BofA shall have received the favorable opinions, dated the Closing Time, of Skadden,

Arps, Slate, Meagher & Flom LLP, counsel for the Company, in form and substance satisfactory to counsel for BofA.

of Counsel for BofA. At the Closing Time, BofA shall have received the favorable opinion, dated the Closing Time, of Simpson Thacher &

Bartlett LLP, counsel for BofA, in form and substance satisfactory to BofA. In giving such opinion such counsel may rely, as to all matters

governed by the laws of jurisdictions other than the law of the State of New York, the General Corporation Law of the State of Delaware

and the federal securities laws of the United States, upon the opinions of counsel satisfactory to BofA. Such counsel may also state that,

insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers and

other representatives of the Company and its subsidiaries and certificates of public officials.

(d)           Officers’

Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information

is given in the Registration Statement, the General Disclosure Package or the Prospectus, any Material Adverse Effect, and BofA shall

have received a certificate of the Chief Executive Officer or of the Chief Financial Officer of the Company, dated the Closing Time, to

the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in

this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the

Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing

Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order

preventing or suspending the use of the preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes

have been instituted or are pending or, to their knowledge, contemplated.

(e)            Accountant’s

Comfort Letter; CFO Certificate. At the time of the execution of this Agreement, BofA shall have received from (i) KPMG LLP a

letter, dated such date, in form and substance satisfactory to BofA, containing statements and information of the type ordinarily included

in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information

contained in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) the Chief Financial Officer of

the Company a certificate, dated such date, in form and substance satisfactory to BofA, containing statements and information with respect

to certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(f)            Bring-down

Comfort Letter; CFO Certificate. At the Closing Time, BofA shall have received from (i) KPMG LLP a letter dated as of the Closing

Time to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e)(i) of this Section,

except that the specified date referred to shall be a date not more than three business days prior to the Closing Time, and (ii) the

Chief Financial Officer of the Company a certificate, dated as of the Closing Time, in form and substance satisfactory to BofA, containing

statements and information with respect to certain financial information contained in the Registration Statement, the General Disclosure

Package and the Prospectus.

(g)            Approval

of Listing. At the Closing Time, the Securities shall have been approved for listing on the Nasdaq Global Select Market.

(h)           [Reserved].

(i)            Lock-up

Agreements. At the date of this Agreement, BofA shall have received an agreement substantially in the form of Exhibit A hereto

signed by the persons listed on Schedule C hereto.

(j)            Securities

Ratings. Neither the Company nor its subsidiaries have any debt securities or preferred stock that are rated by any “nationally

recognized statistical rating organization.”

(k)           [Reserved].

(l)            Additional

Documents. At the Closing Time counsel for BofA shall have been furnished with such documents and opinions as they may require for

the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the

accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings

taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and

substance to BofA and counsel for BofA.

(m)          Termination

of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,

this Agreement, the obligations of BofA to purchase the Securities may be terminated by BofA by notice to the Company at any time at or

prior to Closing Time and such termination shall be without liability of any party to any other party except as provided in Section 4

and except that Sections 1, 6, 7, 8, 14, 15, 16 and 17 shall survive any such termination and remain in full force and effect.

(n)           Effectiveness

of Ayar Agreement. The Ayar Agreement shall be in full force and effect and there shall not be, to the Company’s knowledge,

any reason at the Closing Time that the closing contemplated by the Ayar Agreement will not be consummated in accordance with its terms.

(o)           Effectiveness

of Uber Agreement. The Uber Agreement shall be in full force and effect and there shall not be, to the Company’s knowledge,

any reason at the Closing Time that the closing contemplated by the Uber Agreement will not be consummated in accordance with its terms.

SECTION 6.         Indemnification.

(a)           Indemnification

of BofA. The Company agrees to indemnify and hold harmless BofA, its affiliates (as such term is defined in Rule 501(b) under

the 1933 Act (each, an “Affiliate”)), its selling agents and employees and each person, if any, who controls BofA within the

meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i)           against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be

a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein

or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material

fact included (A) in the preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus

(or any amendment or supplement thereto), or (B) in any materials or information provided to investors by, or with the approval of,

the Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any roadshow

or investor presentations made to investors by the Company (whether in person or electronically), or the omission or alleged omission

in the preliminary prospectus, Issuer Free Writing Prospectus, Prospectus or in any Marketing Materials of a material fact necessary

in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii)          against

any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement

of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever

based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below)

any such settlement is effected with the written consent of the Company;

(iii)         against

any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by BofA), reasonably incurred in investigating,

preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,

or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent

that any such expense is not paid under (i) or (ii) above;

provided, however, that this indemnity agreement

shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged

untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part

thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance

upon and in conformity with the Underwriter Information.

(b)           Indemnification

of Company, Directors and Officers. BofA agrees to indemnify and hold harmless the Company, its directors, each of its officers who

signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933

Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained

in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements

or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant

to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity

with the Underwriter Information.

against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying

party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying

party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result

thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.

In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by BofA,

and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected

by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel

to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no

event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate

from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the

same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written

consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any

investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification

or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual

or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified

party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement

as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)           Settlement

without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse

the indemnified party for reasonable and documented fees and expenses of counsel, such indemnifying party agrees that it shall be liable

for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement

is entered into more than 90 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party

shall have received notice of the terms of such settlement at least 60 days prior to such settlement being entered into and (iii) such

indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 7.         Contribution.

If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified

party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute

to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in

such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and BofA, on the other hand,

from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted

by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above

but also the relative fault of the Company, on the one hand, and of BofA, on the other hand, in connection with the statements or omissions

which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received

by the Company, on the one hand, and BofA, on the other hand, in connection with the offering of the Securities pursuant to this Agreement

shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this

Agreement (before deducting expenses) received by the Company, on the one hand, and the difference between (x) the aggregate price

to the public received by BofA and (y) the aggregate price paid by BofA to the Company for the Securities, on the other hand, bear

to the aggregate price to the public received by BofA.

The relative fault of the

Company, on the one hand, and BofA, on the other hand, shall be determined by reference to, among other things, whether any such untrue

or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied

by the Company or by BofA and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent

such statement or omission.

The Company and BofA agree

that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any

other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate

amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7

shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending

against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever

based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions

of this Section 7, BofA shall not be required to contribute any amount in excess of the underwriting commissions received by BofA

in connection with the Securities underwritten by it and distributed to the public.

No person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who

was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7,

each person, if any, who controls BofA within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and BofA’s

Affiliates and selling agents shall have the same rights to contribution as BofA, and each director of the Company, each officer of the

Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15

of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company.

SECTION 8.         Representations,

Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates

of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless

of (i) any investigation made by or on behalf of BofA or its Affiliates or selling agents, any person controlling BofA, its officers

or directors or any person controlling the Company and (ii) delivery of and payment for the Securities.

SECTION 9.         Termination

of Agreement.

(a)           Termination.

BofA may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, in

the judgment of BofA, since the time of execution of this Agreement or since the respective dates as of which information is given in

the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial

or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise,

whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial

markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity

or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions,

in each case the effect of which is such as to make it, in the judgment of BofA, impracticable or inadvisable to proceed with the completion

of the offering or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has

been suspended or materially limited by the Commission or the Nasdaq Global Select Market, or (iv) if trading generally on the NYSE

American or the New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or

maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the

Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities

settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a

banking moratorium has been declared by either Federal or New York authorities.

(b)           Liabilities.

If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party

except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, 14, 15, 16 and 17 shall survive such termination

and remain in full force and effect.

SECTION 10.       Reserved.

SECTION 11.       Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

by any standard form of telecommunication. Notices to BofA shall be directed to BofA Securities, Inc., One Bryant Park, New York,

New York 10036, with a copy to Attention: ECM Legal (email: dg.ecm_legal@bofa.com), and, if sent to the Company, shall be directed to

it at 7373 Gateway Blvd, Newark, CA 94560, Attention: General Counsel, email: Legal@lucidmotors.com. Each party to this Agreement may

change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

SECTION 12.       No

Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the Securities pursuant

to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions,

is an arm’s-length commercial transaction between the Company, on the one hand, and BofA, on the other hand, (b) in connection

with the offering of the Securities and the process leading thereto, BofA is and has been acting solely as a principal and is not the

agent or fiduciary of the Company, any of its subsidiaries or their respective stockholders, creditors, employees or any other party,

(c) BofA has not assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering

of the Securities or the process leading thereto (irrespective of whether BofA has advised or is currently advising the Company or any

of its subsidiaries on other matters) and BofA has no obligation to the Company with respect to the offering of the Securities except

the obligations expressly set forth in this Agreement, (d) BofA and its affiliates may be engaged in a broad range of transactions

that involve interests that differ from those of the Company, (e) BofA has not provided any legal, accounting, regulatory, investment

or tax advice with respect to the offering of the Securities and the Company has consulted its own respective legal, accounting, financial,

regulatory and tax advisors to the extent it deemed appropriate and (f) none of the activities of BofA in connection with the transactions

contemplated herein constitutes a recommendation, investment advice or solicitation of any action by BofA with respect to any entity or

natural person.

SECTION 13.       Authorized

Disclosure. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal

and state income tax treatment and tax structure of the potential transaction and all materials of any kind provided to the Company relating

to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the

tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable

any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant

to that treatment.

SECTION 14.       Recognition

of the U.S. Special Resolution Regimes.

(a)            In

the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer

from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent

as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were

governed by the laws of the United States or a state of the United States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

For purposes of this Section 14, a “BHC

Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12

U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined

in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in,

and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term

in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution

Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title

II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 15.       Parties.

This Agreement shall each inure to the benefit of and be binding upon BofA and the Company and their respective successors. Nothing expressed

or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than BofA and the Company

and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their

heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision

herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of BofA

and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives,

and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor

by reason merely of such purchase.

SECTION 16.       Trial

by Jury. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates)

and BofA hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal

proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 17.       GOVERNING

LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED

IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

SECTION 18.       Consent

to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions

contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of

America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located

in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably

submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court

(a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding.

Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of

process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection

to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree

not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an

inconvenient forum.

SECTION 19.       TIME.

TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 20.       Counterparts

and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,

but all such counterparts shall together constitute one and the same Agreement. Electronic signatures complying with the New York Electronic

Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed

original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed

counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.

SECTION 21.       Effect

of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along

with all counterparts, will become a binding agreement between BofA and the Company in accordance with its terms.

Very truly yours,

LUCID GROUP, INC.

By /s/ Taoufiq Boussaid

Name: Taoufiq Boussaid

Title: Chief Financial Officer

CONFIRMED AND ACCEPTED,

as of the date first above written:

BOFA SECURITIES, INC.

/s/ Fabrizio Wittenburg, Managing Director

Authorized Signatory

[Signature Page to Underwriting

Agreement]

SCHEDULE A

The purchase price per share for the Securities to be paid by the

Underwriter shall be $8.112.

Name of Underwriter

Number of

Securities

BofA Securities, Inc.

36,057,692

Total

$292,500,000

Sch A - 1

SCHEDULE B-1

Pricing Terms

1.            The

Company is selling 36,057,692 shares of Common Stock in the public offering.

2. The public offering price per share is $8.32. The Company expects net proceeds from the public

offering, after estimated expenses, of approximately $291.5 million.

3. The Company expects gross proceeds of approximately $1.05 billion from previously disclosed investments from affiliates of the Public

Investment Fund and Uber, together with the public offering.

SCHEDULE B-2

Free Writing Prospectuses

None

Sch B - 1

SCHEDULE C

List of Persons and Entities Subject to Lock-up

Marc Winterhoff

Taoufiq Boussaid

Turqi Alnowaiser

Douglas Grimm

Andrew Liveris

Nichelle Maynard-Elliott

Chabi Nouri

Ori Winitzer

Janet Wong

10.

Lisa Lambert

11.

Ayar Third Investment Company

Sch C - 1

[Form of lock-up from

directors, executive officers and Ayar pursuant to Section 5(i)]

Exhibit A

April [•], 2026

BofA Securities, Inc.

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

As the Underwriter named in the Underwriting Agreement

Re:         Proposed

Public Offering by Lucid Group, Inc.

Dear Sirs and Madams:

The undersigned, a stockholder and/or an officer and/or a director

of Lucid Group, Inc., a Delaware corporation (the “Company”), understands that BofA Securities Inc. (“BofA”)

proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with the Company providing for an underwritten

public offering (the “Public Offering”) of the Class A common stock, par value $0.0001 per share, of the Company (the

“Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and/or

an officer and/or a director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the undersigned agrees with BofA that, during the period beginning on the date hereof and ending on the date that is 60

days from the date of the Underwriting Agreement (the “Lock-up Period”), the undersigned will not, without the prior written

consent of BofA (the “Lock-Up Release Agent”), (i) directly or indirectly, offer, pledge, sell, contract to sell, sell

any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise

transfer or dispose of any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock,

whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power

of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of

the Lock-up Securities, or file, cause to be filed or cause to be confidentially submitted any registration statement in connection therewith,

under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers,

in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or

transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.

Notwithstanding the foregoing,

and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Lock-Up

Release Agent, provided that in the case of any transfer of Lock-Up Securities pursuant to clauses ‎(i) through ‎(vii) set

forth below, (1) BofA receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee,

or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) any required public

report or filing (including filings under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) shall disclose the nature of such transfer and that the Lock-Up Securities remain subject to this lock-up agreement, and

(4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:

(i) by will, other testamentary document or intestacy; or

A-1

(ii) as a bona fide gift or gifts, including to charitable organizations or for bona fide estate planning

purposes; or

(iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned

(for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not

more remote than first cousin), or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary

of such trust; or

(iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate

family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; or

(v) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity,

(A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined

in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity

controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including,

for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any

other funds managed by such partnership), or (B) as part of a distribution to members or shareholders of the undersigned; or

(vi) to a nominee or custodian of any person or entity to whom a transfer would be permissible under clauses

‎(i) through ‎(v) above; or

(vii) in the case of an individual, by operation of law, such as pursuant to a qualified domestic order, divorce

settlement, divorce decree, separation agreement or related court order; or

(viii) from an employee or a director of, or a service provider to, the Company or any of its subsidiaries upon

the death, disability or termination of employment, in each case, of such person; or

(ix) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that

is approved by the board of directors of the Company and made to all holders of shares of the Company’s capital stock involving

a Change of Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction), provided

that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s

Lock-Up Securities shall remain subject to this lock-up agreement; or

(x) in connection with the exercise of any stock options or warrants, or the vesting or settlement of any

restricted stock units or other compensatory equity securities in respect of shares of the Company outstanding as of the date hereof for

any payment due for the exercise of options or other rights to purchase securities of the Company (including, in each case, by way of

a “cashless” or “net exercise”) and to cover tax withholding obligations or taxes due (including estimated taxes

and remittance payments) in connection with such vesting, settlement or exercise (including by means of a “net settlement,”

“sell to cover” or otherwise); provided that any shares received upon any exercise or settlement of such equity awards (after

giving effect to any net or cashless exercise or sell-to-cover transaction pursuant to this clause (x)) will remain subject to this lock-up

agreement;

A-2

(xi) pursuant to trading plans established in accordance with Rule 10b5-1 under the Exchange Act prior

to the date hereof; or

(xii) [in connection with the conversion of any Series A Convertible Preferred Stock, Series B Convertible

Preferred Stock or Series C Convertible Preferred Stock, provided that any such shares of Common Stock received upon such exercise,

vesting, settlement or conversion shall be subject to the terms of this lock-up agreement.]1

Furthermore, the undersigned

may enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the Lock-Up Period so long

as no transfers are effected under such trading plan prior to the expiration of the Lock-Up Period.

The undersigned may sell shares

of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such

sales are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (ii) the

undersigned does not otherwise voluntarily effect any public filing or report regarding such sales.

For purposes of this lock-up agreement, “Change

of Control” means the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other similar transaction),

in one transaction or a series of related transactions, a person or entity or group of affiliated persons or entities (other than an underwriter

pursuant to an offering), of the Company’s voting securities if, after such transfer or acquisition, such person, entity or group

of affiliated persons or entities would beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) more than

90% of the outstanding voting securities of the Company.

The undersigned also agrees

and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of

the Lock-Up Securities except in compliance with the foregoing restrictions.

For the avoidance of doubt,

this lock-up agreement shall not be deemed to prohibit the Company from amending or supplementing its existing resale registration statements.

Notwithstanding anything to

the contrary contained herein, this lock-up agreement will automatically terminate and the undersigned shall be released from all obligations

hereunder upon the earliest to occur of (A) the Company advising BofA in writing that it has determined not to proceed with the Public

Offering, (B) the Underwriting Agreement being executed but then terminated (other than the provisions thereof which survive termination)

prior to payment for and delivery of any Common Stock to be sold thereunder, or (C) June 30, 2026, if the Underwriting Agreement

does not become effective by such date.

Very truly yours,

Signature:

Print Name:

NTD: To be included just in Ayar’s lock up.

A-3

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2611666d3_ex5-1.htm · Sequence: 3

Exhibit 5.1

Skadden,

Arps, Slate, Meagher & Flom llp

525

University Avenue

Palo

Alto, California 94301 FIRM/AFFILIATE

OFFICES

TEL: (650) 470-4500

FAX: (650) 470-4570 BOSTON

www.skadden.com CHICAGO

HOUSTON

LOS

ANGELES

NEW

YORK

WASHINGTON,

D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

HONG

KONG

LONDON

MUNICH

PARIS

SÃO

PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

April 14,

2026

Lucid Group, Inc.

7373 Gateway Boulevard

Newark, California 94560

Re: Lucid

Group, Inc.

Offering of Common Stock

Ladies and Gentlemen:

have acted as special United States counsel to Lucid Group, Inc., a Delaware corporation (the “Company”), in

connection with the public offering by the Company of 36,057,692

shares of common stock, par value $0.0001 per share (“Common Stock”, and such shares of Common Stock, the “Shares”),

of the Company.

This opinion is being

furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities

Act”).

Lucid Group, Inc.

April 14, 2026

Page 2

In rendering the opinion

stated herein, we have examined and relied upon the following:

(a)            the

registration statement on Form S-3ASR (File No. 333-295033) of the Company relating

to Common Stock of the Company filed on April 14, 2026 with the Securities and Exchange Commission (the “Commission”)

under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the

Securities Act (the “Rules and Regulations”), including the information deemed to be a part of the registration

statement pursuant to Rule 430B of the Rules and Regulations being hereinafter referred to as the “Registration Statement”);

(b)            the

prospectus, dated April 14, 2026 (the “Base Prospectus”), which forms a part of and is included in the Registration

Statement;

prospectus supplement, dated April 14, 2026 (together with the Base Prospectus, the “Prospectus”), relating to

the offering of the Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d)            an

executed copy of the Underwriting Agreement (the “Underwriting Agreement”), dated April 14, 2026, between the

Company and BofA Securities, Inc. (the “Underwriter”), relating to the sale by the Company to the Underwriter

of the Shares;

(e)            an

executed copy of a certificate of Brian K. Tomkiel, General Counsel and Corporate Secretary of the Company, dated the date hereof (the

“Secretary’s Certificate”);

(f)            a

copy of the Company’s Third Amended and Restated Certificate of Incorporation certified by the Secretary of State of the State

of Delaware as of April 13, 2026, and certified pursuant to the Secretary’s Certificate as being in effect on each of the

respective dates of the resolutions referred to below and as of the date hereof (the “Certificate of Incorporation”);

(g)            a

copy of the Company’s Second Amended and Restated Bylaws, as amended and certified pursuant to the Secretary’s Certificate

as being in effect on each of the respective dates of the resolutions referred to below and as of the date hereof (the “Bylaws”);

and

(h)            a

copy of certain resolutions of the Board of Directors of the Company, adopted on April 9, 2026 and certain resolutions of the Special

Pricing Subcommittee thereof, adopted on April 13, 2026, certified pursuant to the Secretary’s Certificate.

We have also examined

originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates

and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents

as we have deemed necessary or appropriate as a basis for the opinion stated below.

Lucid

Group, Inc.

April 14, 2026

Page 3

In our examination,

we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural

persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted

to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts

relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations

of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth

in the Secretary’s Certificate and the Certificate of Incorporation and the factual representations and warranties set forth in

the Underwriting Agreement.

We do not express

any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

As used herein, “Organizational

Documents” means the Certificate of Incorporation and the Bylaws.

Based upon the foregoing

and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all

requisite corporate action on the part of the Company under the DGCL and when issued and sold in accordance with the Underwriting Agreement,

will be validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.0001 per Share.

In addition, in rendering

the foregoing opinion we have assumed that:

(a)            the

Company’s issuance of the Shares does not and will not (i) except to the extent expressly stated in the opinion contained

herein, violate any statute to which the Company or such issuance is subject, or (ii) constitute a violation of, or a breach under,

or require the consent or approval of any other person under, any agreement or instrument binding on the Company (except that we do not

make this assumption with respect to the Organizational Documents or those agreements or instruments expressed to be governed by the

laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on

Form 10-K for the year ended December 31, 2025, although we have assumed compliance with any covenant, restriction or provision

with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company contained

in such agreements or instruments); and

(b)            the

Company’s authorized capital stock is as set forth in the Certificate of Incorporation, and we have relied solely on the certified

copy thereof issued by the Secretary of State of the State of Delaware and have not made any other inquiries or investigations.

This opinion letter

shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this

type.

Lucid

Group, Inc.

April 14, 2026

Page 4

We hereby consent

to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. We also

hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on Form 8-K

being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby

admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and

Regulations. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking

to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom

LLP

BDP

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2611666d3_ex99-1.htm · Sequence: 4

Exhibit 99.1

Lucid Group, Inc. Announces

Registered Public Offering of Common Stock; Total Raise of Approximately $1.05 Billion with Previously Announced Investments from Uber and

PIF

· Lucid

prices its $300 million registered offering of common stock

· Uber

to increase its total investments in Lucid to $500 million

· Ayar

Third Investment Company, an affiliate of the Public Investment Fund, to purchase $550

million of Lucid’s convertible preferred stock

Newark, Calif. — April 14,

2026 — Lucid Group, Inc. (NASDAQ: LCID), maker of the world’s most advanced electric vehicles, today announced pricing

of its underwritten public offering of its common stock for gross proceeds of $300 million. The underwritten offering is expected to

close on or about April 15, 2026, subject to customary closing conditions.

As previously announced earlier today,

Uber will increase its purchase commitment to at least 35,000 Lucid vehicles designed exclusively for use as part of Uber’s future

global robotaxi service. Uber has also committed to an additional $200 million investment in Lucid, raising Uber’s total investments

to $500 million to date. Ayar Third Investment has also committed a new investment of $550 million of convertible preferred stock, further

strengthening the strategic partnership between the PIF and Lucid. Together with the gross proceeds from the underwritten offering, the

total raise for these transactions is expected to be approximately $1.05 billion.

BofA Securities is acting as the sole

underwriter for the underwritten offering.

The underwritten offering is being made

pursuant to Lucid’s effective shelf registration statement on Form S-3ASR, including a base prospectus, filed with the Securities

and Exchange Commission (the “SEC”), and a prospectus supplement relating to the underwritten offering. Prospective investors

should read the prospectus supplement and the accompanying base prospectus in that registration statement and other documents that Lucid

has filed or will file with the SEC for information about Lucid and the underwritten offering. You may obtain these documents for free

by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and the base prospectus

may be obtained from BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department,

or by email at dg.prospectus_requests@bofa.com.

This press release does not constitute

an offer to sell or the solicitation of an offer to buy shares of Lucid’s common stock, nor shall there be any sale of these securities

in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction.

About Lucid Group

Lucid Group, Inc. (NASDAQ: LCID)

is a technology company creating exceptional mobility experiences through innovation to drive the world forward. Built on Lucid’s

proprietary technology and software defined vehicle architectures, the company’s lineup of award-winning vehicles brings Lucid’s

“Compromise Nothing™” approach to premium segments of the global automotive market. Lucid designs and engineers its

products in-house and assembles at its vertically integrated facilities in Arizona and Saudi Arabia, enabling continuous innovation across

vehicles, software, and advanced driver assistance and autonomy-ready capabilities.

Forward-Looking Statements

This

communication includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the

United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such

as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”

“shall,” “expect,” “anticipate,” “believe,” “seek,” “target,”

“continue,” “could,” “may,” “might,” “possible,” “potential,”

“predict” or other similar expressions that predict or indicate future events or trends or that are not statements of historical

matters. These forward-looking statements include, but are not limited to, statements regarding Lucid's expectations related to the closings

of and use of proceeds from the underwritten offering and private placements to Uber and Ayar, Uber’s purchase of Lucid Midsize

SUV vehicles, Lucid’s expansion into the robotaxi market, and the promise of Lucid’s technology. These statements are based

on various assumptions, whether or not identified in this communication, and on the current expectations of Lucid's management. These

forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, or

a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ

from these forward-looking statements. Many actual events and circumstances are beyond the control of Lucid. These forward-looking statements

are subject to a number of risks and uncertainties, including those factors discussed under the cautionary language and the Risk Factors

in our Annual Report on Form 10-K for the year ended December 31, 2025, subsequent Current Reports on Form 8-K, and other

documents Lucid has filed or will file with the Securities and Exchange Commission. If any of these risks materialize or Lucid's assumptions

prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional

risks that Lucid currently does not know or that Lucid currently believes are immaterial that could also cause actual results to differ

from those contained in the forward-looking statements. In addition, forward-looking statements reflect Lucid's expectations, plans or

forecasts of future events and views as of the date of this communication. Lucid anticipates that subsequent events and developments

will cause Lucid's assessments to change. However, while Lucid may elect to update these forward-looking statements at some point in

the future, Lucid specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing

Lucid's assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon

the forward-looking statements.

Media Contact

media@lucidmotors.com

Trademarks

This

communication contains trademarks, service marks, trade names and copyrights of Lucid Group, Inc. and its subsidiaries and other

companies, which are the property of their respective owners.

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Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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