Form 8-K

8-K — Lucid Group, Inc.

Accession: 0001104659-26-042847

Filed: 2026-04-14

Period: 2026-04-14

CIK: 0001811210

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2611666d2_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2611666d2_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2611666d2_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2611666d2_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2611666d2_ex10-4.htm)

EX-99.1 — EXHIBIT 99.1 (tm2611666d2_ex99-1.htm)

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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 1.01 Entry into a Material Definitive Agreement.

PIF Private Placement & Uber Private

Placement

April 14, 2026, Lucid Group, Inc. (“Lucid” or the “Company”) announced that

(i) Lucid’s majority stockholder, Ayar Third Investment Company (“Ayar”), an affiliate

of the Public Investment Fund (“PIF”), has agreed to purchase $550 million of Lucid’s Series C

Convertible Preferred Stock, par value $0.0001 per share (the “Convertible Preferred Stock”), in a private placement

(the “PIF Private Placement”); and (ii) SMB Holding Corporation (“SMB”), a subsidiary

of Uber Technologies, Inc. (“Uber”), has agreed to purchase $200 million of Lucid’s Class A

common stock, par value $0.0001 per share (the “Common Stock”), in a private placement (the “Uber

Private Placement”) in connection with the Second VPA (as defined below), further deepening the relationship between Lucid

and Uber.

The PIF Private Placement was made pursuant to

a subscription agreement, dated April 14, 2026 (the “PIF Subscription Agreement”), between Lucid and Ayar. The Uber Private Placement was made pursuant to a subscription agreement, dated April 14, 2026 (the “Uber Subscription

Agreement,” together with the PIF Subscription Agreement, the “Subscription Agreements”), between

Lucid and SMB.

The PIF Private Placement is expected to close

no later than the 10th business day following the date of the PIF Subscription Agreement and is subject to customary closing conditions.

The Uber Private Placement is expected to close on or around April 15, 2026 and is subject to customary closing conditions.

Pursuant to the PIF Subscription Agreement, Ayar

has agreed, with certain exceptions, that without the prior written consent of the Company, it will not, for 12 months after the date

of the closing of the PIF Private Placement, directly or indirectly transfer any shares of Convertible Preferred Stock or any shares of

Common Stock issued pursuant to the terms thereof. Subject to certain exceptions, SMB may not transfer the shares of Common Stock acquired

under the Uber Subscription Agreement without the prior written consent of the Company for a period of 18 months after the closing of

the Uber Private Placement.

The shares of Convertible Preferred Stock to be

sold to Ayar and the shares of Common Stock issuable upon conversion thereof will be subject to the Investor Rights Agreement, dated as

of February 22, 2021, by and among the Company, Ayar, and the other parties thereto, as amended from time to time (the “Investor

Rights Agreement”), which governs the registration for resale of such shares of Convertible Preferred Stock and Common Stock.

In connection with the PIF Private Placement, the Company will enter into an amendment to the Investor Rights Agreement (the “Seventh

IRA Amendment”) with Ayar. Pursuant to the Seventh IRA Amendment, Ayar will be entitled to certain registration rights,

including piggy-back and shelf registration rights, with respect to the shares of Convertible Preferred Stock issued in the PIF Private

Placement and any shares of Common Stock issuable upon conversion thereof. SMB is also entitled to certain registration rights, including

piggy-back and shelf registration rights, with respect to the shares of Common Stock issued in the Uber Private Placement. The Subscription

Agreements also contain customary representations, warranties and covenants.

Uber Vehicle Production Agreement

April 14, 2026, Uber and Lucid entered into a Second Vehicle Production Agreement (the “Second VPA”)

under which Uber and its designated fleet operators have agreed to purchase a minimum commitment of 25,000 (the “Minimum Quantity

Guarantee”) Lucid Midsize vehicles for use as robotaxis that have been modified to include certain autonomous driving hardware

and other features (the “Lucid Midsize Plus vehicles”) over a six-year period following the start of production.

Start of production of Lucid Midsize Plus vehicles is targeted to occur in late 2028.

Pursuant to the offset provisions under the

Vehicle Production Agreement (the “First VPA”) Lucid and Uber entered into on July 16, 2025, the Minimum

Quantity Guarantee increased the aggregate number of Lucid Gravity Plus (as defined therein) and Lucid Midsize Plus vehicles Uber is committed

to purchase to 35,000 units. As provided in the Second VPA, the Minimum Quantity Guarantee is conditioned on Lucid’s ability to

(i) meet certain volume and other requirements and specifications with respect to the Lucid Midsize Plus vehicles, including continued

production of the base Lucid Midsize vehicles, meeting certain quality thresholds, and timely fulfillment of orders for the Lucid Midsize

Plus vehicles, and (ii), for non-U.S. purchases, obtain and maintain applicable permits, licenses, or approvals. The Second VPA also contains

customary representations, warranties and covenants.

Designation of the Convertible Preferred

Stock

Ranking and Dividend

The Convertible Preferred Stock will rank senior

to the Common Stock with respect to dividends and distributions of assets upon the Company’s liquidation, dissolution or winding

up. The Convertible Preferred Stock will have an initial value of $10,000 per share (the “Initial Value”). Dividends

on the Convertible Preferred Stock will be payable in the form of compounded dividends upon each share of Convertible Preferred Stock

(such payment in kind, “Compounded Returns”). Dividends will accrue on the Initial Value (as increased for any

Compounded Returns previously compounded thereon) of each share of Convertible Preferred Stock at a rate of 9% per annum and will compound

on the basis of quarterly dividend payment dates on each March 31, June 30, September 30 and December 31 of each year,

commencing June 30, 2026.

Liquidation Preference

Upon a liquidation, dissolution or winding up

of the Company, each holder of shares of Convertible Preferred Stock (“Holder”) will be entitled to receive,

with respect to each share of then-outstanding Convertible Preferred Stock, out of the assets of the Company available for distribution

to its stockholders (pari passu with the holders of any liquidation parity securities) an amount in cash equal to the greater of (a) an

amount per share of Convertible Preferred Stock as of the date of such liquidation, dissolution or winding up equal to (i) the per

share accrued value (as used herein, representing the Initial Value, plus any Compounded Returns, plus accrued dividends from the last

dividend payment date to, and including, the relevant date of determination) (the “Accrued Value”) as of the

relevant date (as defined in the Certificate of Designations of Series C Convertible Preferred Stock of the Company (the “Certificate

of Designations”)) multiplied by (ii) the relevant percentage (as defined in the Certificate of Designations) (the

product of (i) and (ii), the “Minimum Consideration”); and (b) the amount that such Holder would have

received with respect to such share of Convertible Preferred Stock based on its Accrued Value if all shares of Convertible Preferred Stock

had been converted at their Accrued Value (regardless of whether they were actually converted and without regard to any limitations on

convertibility or to whether sufficient shares of Common Stock are available out of the Company’s authorized but unissued stock

for the purpose of effecting such conversion) into shares of Common Stock on the business day immediately prior to the date of such liquidation,

dissolution or winding up.

Conversion

Each share of Convertible Preferred Stock will

be convertible, at the option of the respective Holder, from time to time after the initial issue date (the “Initial Issue

Date”), and without the payment of additional consideration by the Holder, (a) at any time that the closing price per

share of the Common Stock on the trading day immediately preceding the date on which the Holder delivers the relevant notice of conversion

is at least such price as is specified in the Certificate of Designations, unless the Company otherwise consents to such conversion in its sole discretion,

or (b) in all events during certain specified periods relating to a fundamental change or optional redemption by the Company, into

such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (i) the applicable Accrued Value

as of the conversion date by (ii) the applicable Conversion Price in effect as of such conversion date.

Voting

Except as otherwise provided in the Certificate

of Designations or by applicable law or the rules of any stock exchange on which the Company’s securities are listed, on any

matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders and on which matter

holders of the Common Stock shall be entitled to vote, each Holder will be entitled to the number of votes equal to the number of whole

shares of Common Stock into which the aggregate shares of Convertible Preferred Stock held by such Holder are convertible on the record

date for determining stockholders entitled to vote on such matter (subject to certain adjustments, but without regard to any limitations

on convertibility or to whether sufficient shares of Common Stock are available out of the Company’s authorized but unissued stock

for the purpose of effecting the conversion). Holders will be entitled to notice of any meeting of stockholders and, except as otherwise

provided in the Certificate of Designations or otherwise required by law, to vote together as a single class with the holders of Common

Stock and any other class or series of stock entitled to vote thereon. The total voting power of Holders is subject to a voting cap (the

“Voting Cap”) equal to 19.99% of the voting power outstanding immediately prior to the Initial Issue Date, minus

the voting power of the Common Stock issued in any offerings that would be integrated with the PIF Private Placement under the listing

rules of The Nasdaq Stock Market LLC (“Nasdaq”). The Voting Cap can be removed by a subsequent stockholder

approval, which the Company expects to seek.

As long as at least 10% of the aggregate number

of shares of the Convertible Preferred Stock issued on the Initial Issue Date remain outstanding, and subject to certain other conditions,

Holders will be entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational

documents that have an adverse effect on the Convertible Preferred Stock, authorizations or issuances by the Company of capital stock

of the Company that ranks senior or equal to the Convertible Preferred Stock with respect to dividends or distributions on liquidation

or the terms of which provide for cash dividends (other than the Common Stock), winding-up and dissolution, and decreases in the number

of authorized shares of Convertible Preferred Stock. The Company also agreed that as long as Ayar owns at least 50% of the Convertible

Preferred Stock issued on the Initial Issue Date, the Company will comply with certain debt incurrence covenants in its Existing Credit

Agreements (as defined in the Certificate of Designations), which agreement may be waived with the sole consent of Ayar.

Junior and Parity Securities

Subject to certain exceptions, unless all accumulated

and unpaid dividends on the Convertible Preferred Stock for all preceding quarterly dividend payment periods have been declared upon all

outstanding shares of Convertible Preferred Stock through the most recently completed dividend period, the Company (1) may not repurchase,

redeem or otherwise acquire shares of any parity stock or any junior stock (which includes the Common Stock), (2) may not declare

or pay dividends on any junior stock (which includes the Common Stock) and (3) may not declare or pay dividends on any parity stock,

unless the respective amounts of dividends declared on the Convertible Preferred Stock and each such other class or series of dividend

parity stock bear the same ratio to each other as all accumulated and unpaid dividends per share of the Convertible Preferred Stock and

such class or series of parity stock (subject to their having been declared by the Board of Directors (the “Board”)

of the Company out of legally available funds) bear to each other, in proportion to their respective liquidation preferences at the time

of declaration.

Mandatory Conversion

On or after the third anniversary of the Initial

Issue Date, if at any time (i) the daily VWAP (as defined in the Certificate of Designations) of the Common Stock has been at least

200% of the Conversion Price for at least twenty (20) trading days (whether or not consecutive) during any thirty (30) consecutive trading

days (including the last day of such period) and (ii) certain Common Stock liquidity conditions (as defined in the Certificate of

Designations) are satisfied, the Company will have the right, exercisable at its election within fifteen (15) business days following

completion of the applicable thirty (30) trading day period, to cause all or any portion of the Convertible Preferred Stock to convert

into Common Stock. The Company will be required to pay an additional amount per share of Convertible Preferred Stock payable in cash,

shares of Common Stock valued based on a five-day average daily VWAP (with the number of shares of Common Stock rounded up to the nearest

whole share) or a combination thereof, at the Company’s election, in respect of such conversion equal to the greater of (x) the

difference between (i) the Minimum Consideration and (ii) the value of the shares of Common Stock delivered upon mandatory conversion

thereof and (y) zero.

Fundamental Change

Upon a “fundamental change” (as defined

in the Certificate of Designations), the Holders will be entitled, on the fundamental change repurchase date specified by the Company,

to receive an amount equal to the greater of (a) the Minimum Consideration and (b) an amount equal to the value that such Holder

would have received if it had converted its shares of Convertible Preferred Stock into shares of Common Stock on the business day immediately

before the fundamental change repurchase date. The fundamental change repurchase price may be paid in cash, shares of Common Stock (or

other securities to be received by a holder of Common Stock in such Fundamental Change) valued based on a five-day average daily VWAP

(with the number of shares of Common Stock rounded up to the nearest whole share), or a combination thereof, at the Company’s election.

The Company may not elect to deliver shares of its Common Stock (or other securities to be received by a holder of Common Stock in such

Fundamental Change) in partial or full satisfaction of the fundamental change repurchase price, if certain Common Stock liquidity conditions

(as defined in the Certificate of Designations) are not satisfied.

Optional Redemption

On or after the fifth anniversary of the Initial

Issue Date, the Company may redeem all or any portion of the Convertible Preferred Stock at a redemption price per share equal to the

greater of (a) the Minimum Consideration and (b) an amount equal to the value (calculated based on a twenty (20)-day average

daily VWAP) of the number of shares of Common Stock issuable upon conversion at the Conversion Price on such redemption date. Such redemption

price may be paid in cash, shares of Common Stock valued based on a twenty (20)-day average daily VWAP (with the number of shares of Common

Stock rounded up to the nearest whole share), or a combination thereof, at the Company’s election. The Company may not pay any portion

of such redemption price in shares of Common Stock if the Common Stock liquidity conditions (as defined in the Certificate of Designations)

are not satisfied.

Nasdaq Rules

The Certificate of Designations will provide that

the number of shares of Common Stock deliverable upon conversion, redemption or repurchase of the Convertible Preferred Stock will be

limited as required by applicable Nasdaq listing rules, which limitation is expected to be reached upon issuance of the Convertible Preferred

Stock, and any shares of Common Stock that would have been deliverable but are not delivered due to such limitation will be settled in

cash, unless the Company shall have obtained any required stockholder approval. Lucid and Ayar have agreed to cooperate reasonably to

obtain, and Ayar has agreed to consent in respect of such stockholder approval no later than 18 months following the closing of the PIF

Private Placement. The Convertible Preferred Stock will be initially convertible into approximately 50.85 million shares of Common Stock and/or

cash equivalent.

Remedies for Nonpayment

The Certificate of Designations will provide that

the dividend rate described above will be increased to a rate not exceeding 15% per annum upon certain events of noncompliance relating

to a failure by the Company to deliver consideration due in connection with a fundamental change or optional redemption.

DDTL Amendment

As previously announced by Lucid, on August 4,

2024, Lucid entered into a credit agreement providing for an unsecured delayed draw term loan facility (the “DDTL Facility”)

in an aggregate principal amount of $750 million with Ayar, as the sole lender, and as administrative agent thereunder. On November 4,

2025, the Company and Ayar increased the aggregate delayed draw term commitment under the DDTL Facility to approximately $2 billion, of

which $500 million was borrowed on April 1, 2026. The final maturity date of the DDTL Facility is August 4, 2029.

On April 14, 2026, the Company entered into

an Amendment No. 2 to Credit Agreement (the “DDTL Amendment”), pursuant to which the aggregate undrawn

delayed draw term commitments were increased by $500 million, such that, after giving effect to such increase, the sum of outstanding

delayed draw term loans and aggregate undrawn delayed draw term commitments was increased to approximately $2.5 billion.

The DDTL Amendment, among other things, eliminated

the minimum liquidity covenant and removed the requirement that the Company fully utilize the borrowing availability under the ABL Credit

Agreement (as defined therein) prior to making borrowings under the DDTL Facility.

The DDTL Facility includes customary representations

and warranties, affirmative and negative covenants and events of default. In addition, the Company is required to pay a quarterly undrawn

fee at a rate equal to 0.50% per annum on the total amount of the unused commitments of the DDTL Facility.

The foregoing descriptions of the terms of the

Subscription Agreements, Second VPA and DDTL Amendment are not complete and are qualified in their entirety by the full text of such agreements,

which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, hereto and incorporated

herein by reference. The foregoing descriptions of the form of Seventh IRA Amendment and the form of Certificate of Designations do not

purport to be complete and are qualified in their entirety by reference to the form of Seventh IRA Amendment and the form of Certificate

of Designations, which are included in the PIF Subscription Agreement that is filed as Exhibit 10.1 hereto and incorporated herein

by reference, and to the final Certificate of Designations, which will be filed with a subsequent Current Report on Form 8-K.

Item 2.02 Results of Operations and Financial Condition.

The information contained in Item 8.01 under the

caption “Preliminary Financial Results” of this Current Report on Form 8-K is incorporated by reference herein.

The information

contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it

be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”)

or the Exchange Act, regardless of any general incorporation language in such filing.

Item 3.02 Unregistered Sales of Equity Securities.

The information

contained in Item 1.01 under the caption “PIF Private Placement & Uber Private Placement” of this Current Report

on Form 8-K is incorporated by reference into this Item 3.02.

Pursuant to the PIF Subscription Agreement, Ayar agreed to purchase from Lucid 55,000 shares of its Convertible Preferred Stock. Pursuant

to the Uber Subscription Agreement, SMB agreed to purchase from Lucid 24,038,462 shares of Common Stock.

The Convertible Preferred Stock will be convertible

into the Company’s Common Stock, and initially convertible into approximately 50.85 million shares of Common Stock and/or cash

equivalent in the aggregate (approximately 15% of the Company’s issued and outstanding Common Stock as of today’s date and

prior to the issuance of shares of Common Stock in connection with the Uber Private Placement), at an initial conversion price of $10.8160

per share (the “Conversion Price”). The Conversion Price is subject to customary anti-dilution adjustments,

including in the event of any stock split, stock dividend, recapitalization or similar events.

The shares of Convertible Preferred Stock sold to Ayar pursuant to the PIF Subscription Agreement will be issued pursuant to a Certificate

of Designations to be filed with the Secretary of State of the State of Delaware on or before the closing of the PIF Private Placement.

The shares of Convertible Preferred Stock sold to Ayar in the PIF Private Placement and the shares of Common Stock sold to SMB in the

Uber Private Placement will be sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act.

The shares of Common Stock issuable upon conversion of shares of the Convertible Preferred Stock will be issued in reliance upon the exemption

from registration provided in Section 3(a)(9) of the Securities Act.

The net proceeds from the PIF Private Placement will be used for general corporate purposes, which may include, among other things, capital

expenditures and working capital. Lucid intends to use the net proceeds from the Uber Private Placement toward design and development

of the Lucid Midsize Plus vehicles.

Item 3.03 Material Modification to Rights of

Security Holders.

The information

contained in Item 1.01 under the captions “PIF Private Placement & Uber Private Placement” and “Designation

of the Convertible Preferred Stock” of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 7.01 Regulation FD Disclosure.

On April 14, 2026, the Company issued a press

release (the “Press Release”) announcing the Second VPA, the Uber Private Placement and the PIF Private Placement.

A copy of this Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 and

Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the

Exchange Act, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as

expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

Preliminary Financial Results

Although our financial results for the quarter

ended March 31, 2026 are not yet finalized, we estimate that our financial results will fall within the following ranges.

Quarter Ended

March 31, 2026

Low

High

(in thousands)

Statement of Operations Data:

Revenue

$ 280,000

$ 284,000

Loss from operations

$ (985,000 )

$ (1,005,000 )

Balance Sheet Data:

Cash and cash equivalents (at end of period)

$ 700,356

Long-term debt (at end of period)

$ 2,047,844

As of March 31, 2026, we had approximately

$3.16 billion of total liquidity, consisting of (i) approximately $714.0 million in cash, cash equivalents, and investment balances,

(ii) approximately $1.98 billion available under our DDTL Facility, (iii) approximately $468.4 million available under our ABL

Credit Facility and (iv) approximately $2.3 million available under our GIB Credit Facility. Availability under our ABL Credit Facility

is subject to the value of eligible assets in the borrowing base.

The foregoing estimates are preliminary as the

Company is in the process of completing its closing procedures for the quarter ended March 31, 2026. The preliminary estimates are

based solely upon information available to the Company as of the date of this Current Report on Form 8-K and actual results may differ

from these estimates subject to the completion of the Company’s quarter-end closing procedures, final adjustments and developments

that may arise between now and the time the financial results for the quarter ended March 31, 2026 are finalized. Investors should

refer to the actual results included in the Company’s financial statements for the quarter ended March 31, 2026 once it becomes

available upon filing of the Company’s Quarterly Report on Form 10-Q.

The Company’s independent registered public

accounting firm has not reviewed or performed any procedures with respect to these preliminary estimates and, accordingly, does not express

an opinion or any other form of assurance about them.

As previously announced, during the quarter ended

March 31, 2026, the Company produced 5,500 vehicles and delivered 3,093 vehicles. The Company also reaffirmed its previously shared

production guidance of 25,000-27,000 vehicles.

April 3, 2026, the Company reduced contractor headcount at its AMP-1 facility to improve cost efficiency. This will not result

in a material change to the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

10.1

Subscription Agreement, dated April 14, 2026, between Lucid Group, Inc. and Ayar Third Investment Company (including form of Certificate of Designations related to the Series C Convertible Preferred Stock and form of Amendment No. 7 to the Investor Rights Agreement by and among Lucid Group, Inc., Ayar Third Investment Company, and the other parties thereto).

10.2

Subscription Agreement, dated April 14, 2026, by and between Lucid Group, Inc. and SMB Holding Corporation.

10.3*

Vehicle Production Agreement, dated April 14, 2026, by and between Lucid Group, Inc. and Uber Technologies, Inc.

10.4

Amendment No. 2 to Credit Agreement, dated April 14, 2026, among Lucid Group, Inc., and Ayar Third Investment Company, as the sole lender and administrative agent.

99.1

Lucid Press Release dated April 14, 2026.

104

Cover Page Interactive Data File (formatted as inline XBRL).

Schedules and certain portions of this exhibit have been redacted in accordance with Items 601(a)(5) and 601(b)(10) of

Regulation S-K.

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

Taoufiq Boussaid

Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2611666d2_ex10-1.htm · Sequence: 2

Exhibit 10.1

SUBSCRIPTION AGREEMENT

by and between

LUCID GROUP, INC.

and

INVESTOR

Dated as of April 14, 2026

TABLE OF CONTENTS

Page

Article 1

Definitions

Section 1.01.

Definitions

Article 2

Purchase and Sale

Section 2.01.

Purchase and Sale

Section 2.02.

Closing

Article 3

Representations and Warranties of the Company

Section 3.01.

Organization; Good Standing

Section 3.02.

Description of Capital Stock; Valid Issuance

Section 3.03.

Authority; Noncontravention

Section 3.04.

Governmental Approvals

Section 3.05.

Sale of Securities

Section 3.06.

Investment Company

Section 3.07.

Price Stabilization of Common Stock

Section 3.08.

SEC Documents

Section 3.09.

Brokers and Other Advisors

Section 3.10.

No Other Investor Representations or Warranties

Article 4

Representations and Warranties of the Investor

Section 4.01.

Organization; Standing

Section 4.02.

Authority; Noncontravention

Section 4.03.

Governmental Approvals

Section 4.04.

Brokers and Other Advisors

Section 4.05.

Private Placement Matters

Section 4.06.

Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans

Section 4.07.

No Other Company Representations or Warranties

Article 5

Additional Agreements

Section 5.01.

Further Action; Commercially Reasonable Efforts; Filings

Section 5.02.

Public Disclosure

Section 5.03.

Confidentiality

Section 5.04.

Tax Matters

Section 5.05.

Delivery of Purchased Shares After the Closing

Section 5.06.

Transfer and Hedging Restrictions

Section 5.07.

Nasdaq Listing

Section 5.08.

Conversion Shares

Section 5.09.

Stockholder Consent

Section 5.10.

Section 16 Matters

Article 6

Conditions to Closing

Section 6.01.

Condition to the Obligations of the Company and the Investor

Section 6.02.

Conditions to the Obligations of the Company

Section 6.03.

Conditions to the Obligations of the Investor

Article 7

Termination; Survival

Section 7.01.

Termination

Section 7.02.

Effect of Termination

Section 7.03.

Survival

Article 8

Miscellaneous

Section 8.01.

Amendments; Waivers

Section 8.02.

Extension of Time, Waiver, Etc.

Section 8.03.

Assignment

Section 8.04.

Counterparts

Section 8.05.

Entire Agreement; No Third-Party Beneficiaries

Section 8.06.

Governing Law; Jurisdiction

Section 8.07.

Specific Enforcement

Section 8.08.

WAIVER OF JURY TRIAL

Section 8.09.

Notices

Section 8.10.

Severability

Section 8.11.

Expenses

Section 8.12.

Interpretation

Exhibits

Exhibit A: Form of Series C Convertible

Preferred Stock Certificate of Designations

Exhibit B: Form of Amendment to Investor

Rights Agreement

iii

SUBSCRIPTION

AGREEMENT, dated as of April 14, 2026 (this “Agreement”), by and between Lucid Group, Inc., a

Delaware corporation (the “Company”), and the investor(s) on the signature page hereto (the “Investor”).

WHEREAS,

subject to the terms and conditions set forth herein, the Company desires to issue, sell and deliver to the Investor, and the Investor

desires to purchase and acquire from the Company, the number of shares specified on Investor’s signature page (the “Purchased

Shares”) of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Convertible Preferred Stock,”

and such purchase and sale, the “Placement”), having the designation, preferences, rights (including with respect

to conversion), privileges, powers, and terms and conditions, as specified in the form of the Series C Convertible Preferred Stock

Certificate of Designations attached hereto as Exhibit A (the “Certificate of Designations”). The Convertible

Preferred Stock will be convertible into shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common

Stock”) on the terms and subject to the conditions set forth in the Certificate of Designations, and any shares of Common Stock

issuable upon conversion of the Purchased Shares are referred to herein as the “Underlying Shares.”

WHEREAS, the execution by

the Investor of this Agreement shall satisfy the consent requirements of Section 6.3 of each of the certificates of designations

of Series A convertible preferred stock and Series B convertible preferred stock of the Company (collectively, the “Existing

Certificates of Designations”).

NOW, THEREFORE, in consideration

of the mutual representations, warranties, covenants and agreements contained in this Agreement, the receipt and sufficiency of which

are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Article 1

Definitions

Section 1.01.          Definitions.

(a) As used in this Agreement (including the recitals hereto), the following terms shall have the following meanings:

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled

by, or is under common control with, such Person; provided, that, for purposes of this Agreement only, the Company shall not be

deemed an Affiliate of the Investor or any of the Investor’s Affiliates. The term “control” means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the

ownership of voting securities, by contract or otherwise, including the ability to elect at least a majority of the members of the board

of directors or other governing body of a Person, and the terms “controlled” and “controlling”

have correlative meanings. Notwithstanding the foregoing, no governmental entity (other than a commercial entity acting in a commercial

capacity) and no sovereign or political subdivision of The Kingdom of Saudi Arabia shall be considered an Affiliate of the Investor.

“Aggregate

Purchase Price” means the aggregate Purchase Price for the Purchased Shares to be purchased by the Investor hereunder

and delivered at the Closing (as defined below).

“Appointed

Director” has the meaning set forth in Section 5.10.

“Bankruptcy

and Equity Exception” has the meaning set forth in Section 3.03(a).

“Board”

means the Board of Directors of the Company.

“Business

Day” means any day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized

or required by Law to be closed.

“Change

of Control” has the meaning set forth in Section 5.06.

“Code”

means the United States Internal Revenue Code of 1986, as amended.

“Company

Organizational Documents” means the Company’s (i) Third Amended and Restated Certificate of Incorporation

and (ii) Second Amended and Restated Bylaws, each as amended and/or restated from time to time.

“Contract”

has the meaning set forth in Section 3.03(b).

“E&P”

has the meaning set forth in Section 5.04(c).

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Form 10-K”

has the meaning set forth in Section 3.01.

“Fraud”

means actual, not constructive, common law fraud (under the laws of the State of New York).

“GAAP”

means generally accepted accounting principles in the United States.

“Governmental

Authority” means any government, court, regulatory or administrative agency, arbitrator (public or private), commission

or authority, stock exchange or other legislative, executive or judicial governmental entity (in each case including any self-regulatory

organization), whether federal, state or local, domestic, foreign or multinational. For the avoidance of doubt, Investor shall not

be deemed to be a Governmental Authority for any purpose under this Agreement.

“Investor

Material Adverse Effect” means any effect, change, event or occurrence that would prevent or materially delay, interfere

with, hinder or impair the compliance by the Investor with its obligations under this Agreement.

“Investor

Rights Agreement” means the Investor Rights Agreement, dated as of February 22, 2021, by and among the Company,

the Investor and certain other parties thereto, as amended and/or restated from time to time.

“Judgment”

means any order, judgment, injunction, ruling, writ or decree of any Governmental Authority.

“Laws”

means all local, state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders,

judgements, injunctions, governmental guidelines or interpretations thereof that have the force of law, Permits, decrees, or other similar

requirements enacted, adopted, promulgated or applied by any Governmental Authority.

“Lock-Up

Period” has the meaning set forth in Section 5.06.

“Lock-Up

Securities” has the meaning set forth in Section 5.06.

“Material

Adverse Effect” means any 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.

“Nasdaq”

means the Nasdaq Global Select Market or any other principal trading exchange or market for Common Stock from time to time.

“Person”

means an individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization

or any other entity, including a Governmental Authority.

“Permitted

Transferee” means the Investor and any of its Affiliates.

“Purchase

Price” means $10,000 per Preferred Share.

“Registration

Rights Agreement” means that certain Amendment to the Investor Rights Agreement to be entered into by the Company and

the Investor, the form of which is set forth as Exhibit B hereto.

“Representatives”

means, with respect to any Person, its officers, directors, principals, partners, managers, members, employees, consultants, agents,

financial advisors, investment bankers, attorneys, accountants, other advisors, and other representatives.

“Restraints”

has the meaning set forth in Section 6.01.

“SEC”

means the Securities and Exchange Commission.

“SEC

Documents” has the meaning set forth in Section 3.08.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Tax”

has the meaning set forth in Section 5.04(a).

“Transaction

Documents” means this Agreement, the Registration Rights Agreement and all other documents, certificates or agreements

executed in connection with the Transactions.

“Transactions”

means the transactions expressly contemplated by this Agreement and the other Transaction Documents, including the issuance of the Purchased

Shares to the Investor and the issuance of Underlying Shares upon conversion thereof.

Article 2

Purchase

and Sale

Section 2.01.          Purchase

and Sale. On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by

the party entitled to the benefit thereof) of the conditions set forth in Article 6, the Investor shall purchase and acquire

from the Company, and the Company shall issue, sell and deliver to the Investor, the Purchased Shares at the Aggregate Purchase Price.

Section 2.02.          Closing.

(a) Subject to the terms of this Agreement, the closing of the Placement shall occur electronically (the “Closing”)

on or about 10:00 a.m., New York City time, no later than the tenth (10th) Business Day following the date of this Agreement, or

at such other place, time or date as shall be agreed between the Company and the Investor (the “Closing Date”).

(b)           At

the Closing:

(i)           the

Company shall deliver to the Investor (1) the Purchased Shares in book-entry form and (2) the Registration Rights Agreement,

duly executed by the Company; and

(ii)          the

Investor shall (1) pay the Aggregate Purchase Price by wire transfer in immediately available U.S. federal funds, to the account

designated by the Company in writing and (2) deliver to the Company the Registration Rights Agreement, duly executed by the Investor.

Article 3

Representations

and Warranties of the Company

The Company represents and

warrants to the Investor, as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date, in

which case such representation and warranty is made as of such date):

Section 3.01.          Organization;

Good Standing. (a) The Company is 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 Company’s most recent Annual Report on Form 10-K (the “Form 10-K”) 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 to so qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect.

(b)           Subsidiaries.

Each of the Company’s subsidiaries is 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 Form 10-K

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 reasonably be expected to have a Material

Adverse Effect.

Section 3.02.          Description

of Capital Stock; Valid Issuance. (a) As of April 10, 2026, the authorized capital stock of the Company consisted

of: 1,500,000,000 authorized shares of Common Stock, of which 330,230,487 shares were issued and 330,144,705 shares were outstanding,

and 10,000,000 authorized shares of convertible preferred stock of which 175,000 were issued and outstanding.

(b)           The

Convertible Preferred Stock and the shares of Common Stock issuable upon conversion of the Convertible Preferred Stock will be, when

issued, duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable federal and state

securities Laws, and such shares will not be issued in violation of any purchase option, call option, preemptive right, resale right,

subscription right, right of first refusal or similar right, and will be free and clear of all liens, except restrictions imposed by

the Securities Act and any applicable foreign and state securities Laws, and transfer restrictions expressly set forth in the Transaction

Documents (including Section 5.06 hereof). The Convertible Preferred Stock, when issued, and the shares of Common Stock issuable

upon conversion of the Convertible Preferred Stock, if and when issued, will have the terms and conditions and entitle the holders thereof

to the rights set forth in the Company Organizational Documents, as amended by the Certificate of Designations. The maximum number of

Underlying Shares initially issuable upon conversion of the Convertible Preferred Stock have been duly reserved for such issuance.

Section 3.03.          Authority;

Noncontravention. (a) The execution, delivery and performance by the Company of each of the Transaction Documents has been duly

authorized by the Company. Each Transaction Document, assuming due authorization, execution and delivery by the Investor, shall constitute

a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such

enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws

of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general

principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

The Board or a duly authorized committee thereof has approved, or at the request of the Investor will approve in advance of the Closing,

for the express purpose of exempting each such transaction from Section 16(b) of the Exchange Act, pursuant to Rule 16b-3

thereunder to the extent applicable and the transactions contemplated by the Transaction Documents, including the acquisition of the

Purchased Shares, any disposition of such Purchased Shares, any acquisition of Common Stock upon conversion of the Purchased Shares,

any deemed acquisition or disposition in connection therewith, and all transactions with the Company related thereto.

(b)           Neither

the execution and delivery of this Agreement, the other Transaction Documents by the Company, nor the consummation by the Company of

the Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof or thereof, will (i) conflict

with or violate any provision of the Company Organizational Documents, or (ii) (x) violate any Law or Judgment applicable to

the Company or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate

or constitute a default) under any of the terms, conditions or provisions of any loan or credit agreement, indenture, debenture, note,

bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which

the Company or any of its subsidiaries, as applicable, is a party or accelerate the Company’s or, if applicable, any of its subsidiaries’

obligations under any such Contract, except in the case of clause (ii), as would not reasonably be expected to have a Material Adverse

Effect.

Section 3.04.          Governmental

Approvals. Except for (a) filings required under, and compliance with other applicable requirements of, the Securities Act and

the Exchange Act, (b) compliance with the rules and regulations of the Nasdaq and (c) compliance with any applicable state

securities or “Blue Sky” laws, no consent or approval of, or filing, license, permit or authorization, declaration or registration

with, any Governmental Authority is necessary for the execution and delivery of this Agreement, the other Transaction Documents by the

Company, the performance by the Company of its obligations hereunder and thereunder, other than such other consents, approvals, filings,

licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not reasonably be expected

to have a Material Adverse Effect.

Section 3.05.          Sale

of Securities. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 4.05,

the sale and issuance of the Purchased Shares pursuant to this Agreement are exempt from the registration and prospectus delivery requirements

of the Securities Act.

Section 3.06.          Investment

Company. The Company is not, and will not be, after giving effect to the offer and sale of the Purchased Shares, required to register

as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.07.          Price

Stabilization of Common Stock. The Company has not taken, nor will it take, directly or indirectly, any action designed to stabilize

or manipulate the price of the Common Stock to facilitate the sale or resale of the Purchased Shares.

Section 3.08.          SEC

Documents. (a) From January 1, 2025 to the date of this Agreement, the Company has timely filed all reports, schedules,

forms, statements and other documents required to be filed by it with the SEC pursuant to the Exchange Act (including pursuant to any

timely filed notifications of late filings) (collectively, the “SEC Documents”). As of their respective SEC filing

dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley

Act of 2002 (and the regulations promulgated thereunder), as the case may be, applicable to such SEC Documents, and none of the SEC Documents

as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures

that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein

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

the date hereof, (i) the Company is a Well-Known Seasoned Issuer as defined in Rule 405 under the Securities Act and is eligible

to file a registration statement on Form S-3ASR, (ii) none of the Company’s subsidiaries is required to file any documents

with the SEC, (iii) there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of

the SEC Documents and (iv) to the knowledge of the Company, none of the SEC Documents is the subject of ongoing SEC review, outstanding

SEC comment or outstanding SEC investigation.

(b)           The

consolidated financial statements of the Company (including all related notes or schedules) included or incorporated by reference in

the SEC Documents (i) complied as to form, as of their respective dates of filing with the SEC in all material respects with the

published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP (except, in

the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC)

applied on a consistent basis during the periods involved (except (x) as may be indicated in the notes thereto or (y) as permitted

by Regulation S-X), and (iii) fairly present in all material respects the consolidated financial position of the Company and

its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject,

in the case of unaudited quarterly financial statements, to normal year-end adjustments).

Company has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as

such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by

Rule 13a-15 under the Exchange Act. Since the end of the Company’s most recent audited fiscal year, neither the Company nor,

to the knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware

of “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the

Company’s internal controls over and procedures relating to financial reporting which would reasonably be expected to adversely

affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which

has not been subsequently remediated. As of the date hereof, the Company is in compliance in all material respects with the applicable

listing requirements and corporate governance rules and regulations of Nasdaq.

Section 3.09.          Brokers

and Other Advisors. Except as disclosed in Schedule 1 hereto, no broker, investment banker, financial advisor or other

Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement

of expenses in connection with the Transactions, based upon arrangements made by or on behalf of the Company or any of its Affiliates.

Section 3.10.          No

Other Investor Representations or Warranties. Except for the representations and warranties expressly set forth in Article 4

hereof, the Company hereby acknowledges that neither the Investor nor any of its Affiliates or Representatives, nor any other Person,

has made or is making any other express or implied representation or warranty with respect to the Investor.

Article 4

Representations

and Warranties of the Investor

The Investor represents and

warrants to the Company, as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date, in

which case such representation and warranty is made as of such date):

Section 4.01.          Organization;

Standing. The Investor is a single shareholder limited liability company organized under the laws of the Kingdom of Saudi Arabia

and has all requisite power and authority necessary to enter into and perform its obligations under this Agreement.

Section 4.02.          Authority;

Noncontravention. (a) The Investor has all necessary power and authority to execute and deliver this Agreement and the Registration

Rights Agreement and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery

and performance by the Investor of this Agreement and the Registration Rights Agreement and the consummation by the Investor of the Transactions

have been duly authorized and approved by all necessary action on the part of the Investor, and no further action, approval or authorization

by any of its stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery

and performance by the Investor of this Agreement and the Registration Rights Agreement and the consummation by the Investor of the Transactions.

This Agreement has been duly executed and delivered by the Investor and, assuming due authorization, execution and delivery hereof by

the Company, constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its

terms, except as such enforceability may be limited by the Bankruptcy and Equity Exception.

(b)           Neither

the execution and delivery of this Agreement or the other Transaction Documents by the Investor to which it is a party, nor the consummation

of the Transactions by the Investor, nor the performance or compliance by the Investor with any of the terms or provisions hereof or

thereof, will (i) conflict with or violate any provision of the certificate of formation, operating agreement or other comparable

charter or organizational documents of the Investor, or (ii) (x) violate any Law or Judgment applicable to the Investor or

any of its subsidiaries, or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both,

would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which the Investor or any

of its subsidiaries is a party or accelerate the Investor’s or, if applicable, any of its subsidiaries’, obligations under

any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to

have an Investor Material Adverse Effect.

Section 4.03.          Governmental

Approvals. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental

Authority that would be required to be obtained or made by or on behalf of the Investor is necessary for the execution and delivery of

this Agreement and the Registration Rights Agreement by the Investor, the performance by the Investor of its obligations hereunder and

thereunder and the consummation by the Investor of the Transactions, other than such other consents, approvals, filings, licenses, permits,

authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably

be expected to have an Investor Material Adverse Effect.

Section 4.04.          Brokers

and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s,

financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection with the Transactions, based

upon arrangements made by or on behalf of the Investor or any of its Affiliates.

Section 4.05.          Private

Placement Matters. The Investor acknowledges that the offer and sale of the Purchased Shares and the Underlying Shares have not been

registered under the Securities Act or under any state or other applicable securities Laws. The Investor (a) acknowledges that it

is acquiring the Purchased Shares and any Underlying Shares pursuant to an exemption from registration under the Securities Act solely

for investment with no intention to distribute any of the foregoing to any Person, (b) will not sell, transfer, or otherwise dispose

of any Purchased Shares or Underlying Shares, except in compliance with the registration requirements or exemption provisions of the

Securities Act and any other applicable securities Laws, (c) has such knowledge and experience in financial and business matters

and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Purchased Shares and any

Underlying Shares and of making an informed investment decision, (d) is an institutional “accredited investor” (as that

term is defined by Rule 501 of the Securities Act), and (e) (1) has been furnished with or has had access to all the information

that it considers necessary or appropriate to make an informed investment decision with respect to the Purchased Shares and Underlying

Shares, (2) has had an opportunity to discuss (including by asking questions) with the Company and its Representatives the intended

business and financial affairs of the Company and to obtain information necessary to verify any information furnished to it or to which

it had access and (3) can bear the economic risk of (i) an investment in the Purchased Shares and any Underlying Shares indefinitely

and (ii) a total loss in respect of such investment. The Investor has such knowledge and experience in business and financial matters

so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Purchased

Shares and Underlying Shares and to protect its own interest in connection with such investment. The Investor further acknowledges that

each Purchased Shares will initially constitute a “control security” and a “restricted security” under U.S. securities

laws and will contain (and any Underlying Share issued upon conversion of a Purchased Shares that is such a control security and restricted

security will contain) a legend to that effect in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY

INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS

AVAILABLE.

THESE SECURITIES ARE HELD BY A PERSON

WHO IS CONSIDERED AN AFFILIATE FOR PURPOSES OF RULE 144 UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). NO TRANSFER OF

THESE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT

THESE SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OR ANOTHER AVAILABLE EXEMPTION UNDER THE ACT AND THE RULES AND REGULATIONS

THEREUNDER.”

Section 4.06.          Non-Reliance

on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence

investigation of the Company by the Investor and its respective Representatives, the Investor and its respective Representatives have

received and may continue to receive from the Company and its Representatives certain estimates, projections, forecasts and other forward-looking

information, as well as certain business plan information, in each case containing forward-looking information, regarding the Company

and its subsidiaries and their respective businesses and operations. The Investor hereby acknowledges that there are uncertainties inherent

in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans

to the extent each of them contain forward-looking information, with which the Investor is familiar, that the Investor is making its

own evaluation of the adequacy and accuracy of such forward-looking information so furnished to the Investor (including the reasonableness

of the assumptions underlying such forward-looking information), and that, other than for Fraud, gross negligence and/or willful misconduct

the Investor will have no claim against the Company or any of its subsidiaries, or any of their respective Representatives, with respect

thereto.

Section 4.07.          No

Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article 3

hereof, the Investor hereby acknowledges that neither the Company nor any of its Affiliates or Representatives, nor any other Person,

has made or is making any other express or implied representation or warranty with respect to the Company’s capital stock, the

Company or any of its subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise)

or prospects. The Investor hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted,

to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and

its subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, the Investor has relied

on the results of their own independent investigation.

Article 5

Additional

Agreements

Section 5.01.          Further

Action; Commercially Reasonable Efforts; Filings. Subject to the terms and conditions of this Agreement, each party shall use commercially

reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other

parties in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate the Transactions in accordance

with the terms and conditions hereof and of the Transaction Documents to which it is a party, including (i) the obtaining of all

necessary actions, waivers, registrations, permits, authorizations, orders, consents and approvals from Governmental Authorities, the

expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (including filings

with Governmental Authorities, if any) and the taking of all steps as may be reasonably necessary to obtain an approval or waiver from,

or to avoid a legal action or proceeding by, any Governmental Authorities, (ii) the delivery of required notices to, and the obtaining

of required consents or waivers from, any third parties necessary, proper or advisable to consummate the Transactions, and (iii) the

execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of

this Agreement and the other Transaction Documents.

Section 5.02.          Public

Disclosure. The Investor and the Company shall, and shall cause their Affiliates to, consult with each other before issuing, and

give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions

or the Placement, and shall not issue any such press release or make any such public statement without the consent of the other party,

which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement that the Investor or the Company

determines, after consultation with outside legal counsel, is required or deemed advisable by applicable Law, Judgment, court or regulatory

process or the rules and regulations of any national securities exchange or national securities quotation system. For the avoidance

of doubt, nothing in this Section 5.02 or Section 5.03 shall prevent the Company from making a filing with the

SEC on Form 8-K (or other applicable form) relating to the Transactions and the Placement as required by Law. Notwithstanding the

foregoing, this Section 5.02 shall not apply to any press release or other public statement made by the Company that does

not contain any information relating to the Transactions or the Placement that has not been previously announced or made public in accordance

with the terms of this Agreement and that is made in the ordinary course of business.

Section 5.03.          Confidentiality.

Confidentiality provisions of the Investor Rights Agreement shall apply with respect to any information (including oral, written and

electronic information) concerning the Company, its subsidiaries or its Affiliates that may be furnished to the Investor, its Affiliates

or their respective Representatives by or on behalf of the Company or any of its Representatives in connection with this Agreement.

Section 5.04.          Tax

Matters.

(a)           The

Company shall pay any and all documentary, stamp and similar issuance or transfer taxes (“Tax”) due on (x) the

issuance of the Purchased Shares and, upon conversion or exercise of any Purchased Shares, the issuance of any Underlying Shares to the

beneficial owner of such Purchased Shares immediately prior to such conversion. However, in the case of the issuance of any Underlying

Shares, the Company shall not be required to pay any Tax that may be payable in respect of any transfer involved in the issuance and

delivery of Underlying Shares to a beneficial owner other than the beneficial owner of the Purchased Shares being converted immediately

prior to such conversion, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the

Company the amount of any such Tax, or has established to the satisfaction of the Company that such Tax has been paid.

(b)           Each

of the Company and the Investor agree that (i) the Convertible Preferred Stock is intended to be treated as stock that is not “preferred

stock” within the meaning of Section 305 of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations

promulgated thereunder, and (ii) it will not take any positions or actions inconsistent with such treatment (including in tax filings)

unless otherwise required following an audit in which the foregoing treatment was diligently defended.

Company shall notify the Investor on or about the beginning of each taxable year of the Company during which the Convertible Preferred

Stock is outstanding (and at such other times as reasonably requested by the Investor) regarding whether the Company is then projected

to have current or accumulated “earnings and profits” (“E&P”) within the meaning of Section 316

of the Code with respect to such taxable year and, in the event current or accumulated E&P is projected for such taxable year, will

provide the Investor with an estimate of E&P for such taxable year.

(d)           Notwithstanding

anything herein to the contrary, the Company shall have the right to (i) reduce the amount of any dividend reflected as an increase

in Accrued Value (as defined in the Certificate of Designations), (ii) deduct and withhold from any payment or distribution (whether

in cash or otherwise) made with respect to the Convertible Preferred Stock (or the issuance of Underlying Shares upon conversion of any

Convertible Preferred Stock, or upon a redemption or repurchase of such stock by the Company), and (iii) deduct and withhold in

connection with any adjustment to the conversion rate of the Convertible Preferred Stock, in each case, such amounts as are required

to be deducted or withheld with respect to such increase in Accrued Value, payment, distribution, issuance, or adjustment under any applicable

tax Law, provided that the Company shall use good faith efforts to reduce any such withholding by applying any applicable exemptions,

adjustments or procedures, including without limitation the procedures of Treasury Regulation Section 1.1441-3(c)(2) regarding

withholding based on reasonable estimates of accumulated or current earnings and profits. If the Company is required to withhold or otherwise

remit any taxes with respect to an Investor under applicable tax law (and after using good faith efforts to reduce any such withholding

by applying any applicable exemptions, adjustments or procedures, including without limitation the procedures of Treasury Regulation

Section 1.1441-3(c)(2) regarding withholding based on reasonable estimates of accumulated or current earnings and profits)

in connection with an increase in Accrued Value, an adjustment to the conversion rate of the Convertible Preferred Stock or other deemed

distribution, it may reduce the amount of any dividend reflected as an increase in Accrued Value, or deduct and withhold the required

amount from actual payments of dividends or any other amount payable on the Convertible Preferred Stock (including any payment of Common

Stock in connection with a conversion of the Convertible Preferred Stock). To the extent that any amounts are so reduced, deducted or

withheld as described in this Section 5.04(d), such reduced, deducted or withheld amounts shall be treated for all purposes of this

Agreement as having been paid to the person in respect of which such reduction, deduction or withholding was made. In the event the Company

previously remitted any amounts to a Governmental Authority on account of taxes required to be deducted or withheld in respect of any

payment or distribution (or deemed distribution) on any Convertible Preferred Stock, the Company shall be entitled to effect any such

amounts against any amounts otherwise payable in respect of such stock (or the issuance of Underlying Shares upon conversion of any Convertible

Preferred Stock, or upon a redemption or repurchase of such stock by the Company).

Section 5.05.          Delivery

of Purchased Shares After the Closing. The Company shall deliver, or cause to be delivered, a book-entry statement evidencing the

Purchased Shares within five (5) Business Days after the Closing Date.

Section 5.06.          Transfer

and Hedging Restrictions.

(a)           The

Investor hereby agrees that, during the period beginning on the Closing Date and ending on the date that is twelve (12) months after

the Closing Date (the “Lock-Up Period”), the Investor will not, without the prior written consent of the Company,

(1) 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 Convertible Preferred

Stock or any shares of Common Stock issued pursuant to the terms thereof (collectively, the “Lock-Up Securities”),

(2) 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 Convertible

Preferred Stock, Common Stock or other securities, in cash or otherwise or (3) make any short sale of, grant any option for the

purchase of, or enter into any hedging or similar transaction with the same economic effect as a short sale of or the purpose of which

is to offset the loss that results from a decline in the market price of the Lock-Up Securities.

(b)           Notwithstanding

Section 5.06(a), and subject to the conditions set forth below in this Section 5.06(b), the Investor may transfer

the Lock-Up Securities without the prior written consent of the Company during the Lock-Up Period, provided that in the case of

any transfer of Lock-Up Securities pursuant to clauses (i) through (iv) of this Section 5.06(b),

(1) each donee, trustee, distributee, or transferee, as the case may be, shall agree in writing to be similarly bound during the

balance of the Lock-Up Period, (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 Exchange Act) shall disclose the nature of such transfer and that the

Lock-Up Securities remain subject to the terms set forth in this Section 5.06, and (4) the Investor does not otherwise

voluntarily effect any public filing or report regarding such transfers:

(i)           as

a bona fide gift or gifts, including to charitable organizations; or

(ii)          to

any Permitted Transferee; or

(iii)         to

a nominee or custodian of any Person to whom a transfer would be permissible under clauses (i) or (ii) above; or

(iv)         pursuant

to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board 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 Investor’s Lock-Up Securities shall remain subject to this Section 5.06.

For

purposes of Section 5.06, “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 group of affiliated Persons, of the Company’s voting securities if, after such transfer or acquisition, such Person

or group of affiliated Persons 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.

in this Section 5.06 shall prohibit the resale registration set forth in the Registration Rights Agreement, including any filings

with the SEC related to such resale registration.

(d)           Any

attempted transfer in violation of this Section 5.06 shall be null and void ab initio.

(e)           The

Investor 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 this Section 5.06.

Section 5.07.          Nasdaq

Listing. Prior to the Closing Date, the Company will submit a Listing of Additional Shares Notification Form to Nasdaq with

respect to the shares of Common Stock that are required to be initially reserved for issuance pursuant to Section 5.08.

Section 5.08.          Conversion

Shares. The Company will reserve and keep available at all times, free of preemptive or similar rights, shares of Common Stock as

required pursuant to Section 7.5 of the Certificate of Designations.

Section 5.09.          Stockholder

Consent. The parties agree to cooperate reasonably to obtain the Requisite Stockholder Approval (as defined in the Certificate of

Designations or respective Existing Certificates of Designations) with respect to the Convertible Preferred Stock and the Company’s

Series A and Series B convertible preferred stock no later than 18 months following the Closing. In connection therewith, (i) the

Investor agrees that no later than 18 months following the Closing, the Investor will deliver an executed written consent or other approval

in respect of the Requisite Stockholder Approval and (ii) the Company will distribute any information or proxy statement (in form

and substance reasonably required in connection with the Requisite Stockholder Approval in accordance with appliable Laws).

Section 5.10.          Section 16

Matters. If the Company becomes a party to a consolidation, merger or other similar transaction that may result in the Investor,

its Affiliates, or any director appointed to the Board by the Investor (an “Appointed Director”) being deemed to have

made a disposition of equity securities of the Company or derivatives thereof for purposes of Section 16 of the Exchange Act, and

if any Appointed Director is serving on the Board at such time or has served on the Board during the preceding six (6) months, then

(i) the Board will pre-approve such disposition of equity securities or derivatives thereof for the express purpose of exempting

the Investor’s, its Affiliates’ and any Appointed Director’s interests (to the extent the Investor or its Affiliates

may be deemed to be “directors by deputization”) in such transaction from Section 16(b) of the Exchange Act pursuant

to Rule 16b-3 thereunder and (ii) if the transaction involves (A) a merger or consolidation to which the Company is a

party and Company capital stock is, in whole or in part, converted into or exchanged for equity securities of a different issuer, (B) a

potential acquisition by the Investor, the Investor’s Affiliates and/or any Appointed Director of equity securities of such other

issuer or derivatives thereof and (C) an Affiliate or other designee of the Investor or its Affiliates that will serve on the board

of directors (or its equivalent) of such other issuer, then if the Investor requires that the other issuer pre-approve any acquisition

of equity securities or derivatives thereof for the express purpose of exempting the interests of any director or officer of the Company

or any of its subsidiaries in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder,

the Company shall use reasonable best efforts to request that such other issuer pre-approve any such acquisitions of equity securities

or derivatives thereof for the express purpose of exempting the interests of the Investor’s, its Affiliates’ and any Appointed

Director’s (for the Investor and/or its Affiliates, to the extent such persons may be deemed to be “directors by deputization”

of such other issuer) in such transactions from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder.

Article 6

Conditions

to Closing

Section 6.01.          Condition

to the Obligations of the Company and the Investor. The respective obligations of each of the Company and the Investor to effect

the Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of

the conditions that no Judgment shall be enacted, promulgated, issued, entered, or threatened by any Governmental Authority and no applicable

Law (collectively, “Restraints”) shall be in effect enjoining or otherwise prohibiting consummation of this Agreement.

Section 6.02.          Conditions

to the Obligations of the Company. The obligations of the Company to effect the Closing shall be further subject to the satisfaction

(or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a)           the

representations and warranties of the Investor set forth in this Agreement shall be true and correct as of the date of this Agreement

and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier

date, in which case as of such earlier date); and

(b)           the

Investor shall have complied with or performed in all material respects its obligations and covenants required to be complied with or

performed by it pursuant to this Agreement at or prior to such Closing.

Section 6.03.          Conditions

to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction

(or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a)           the

representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement

and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier

date, in which case as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect;

(b)           the

Company shall have complied with or performed in all material respects its obligations and covenants required to be complied with or

performed by it pursuant to this Agreement at or prior to the Closing;

Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the Placement;

(d)           no

stop order or suspension of trading shall have been imposed by the Nasdaq, the SEC or any other Governmental Authority with respect to

the public trading in the Common Stock;

(e)            the

Common Stock shall be listed on the Nasdaq; and

(f)            the

Investor Rights Agreement (as amended in the form of Exhibit B hereto) shall be in full force and effect.

Article 7

Termination;

Survival

Section 7.01.          Termination.

This Agreement shall terminate automatically upon delivery of the Purchased Shares to the Investor on the Closing Date. This Agreement

may be terminated earlier:

(a)            by

the mutual written consent of the Company and the Investor;

(b)           by

either the Company or the Investor, if any Restraint enjoining or otherwise prohibiting consummation of this Agreement shall be in effect

and shall have become final and nonappealable; provided that the party seeking to terminate this Agreement pursuant to this Section 7.01(b) shall

have used the required efforts to cause the conditions to Closing to be satisfied in accordance with Section 5.01;

the Investor, if the Company shall have breached any of its representations or warranties or failed to perform any of its covenants or

agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set

forth in Section 6.03(a) or Section 6.03(b) and (ii) shall not have been cured within thirty (30)

calendar days following receipt by the Company of written notice of such breach or failure to perform from the Investor stating the Investor’s

intention to terminate this Agreement pursuant to this Section 7.01(c) and the basis for such termination; provided

that the Investor shall not have the right to terminate this Agreement pursuant to this Section 7.01(c) if the Investor

is then in material breach of any of its representations, warranties, covenants or agreements hereunder, which breach would give rise

to the failure of any condition set forth in Section 6.02(a) or Section 6.02(b) to be satisfied; or

(d)           by

the Company, if the Investor shall have breached any of its representations or warranties or failed to perform any of its covenants or

agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set

forth in Section 6.02(a) or Section 6.02(b) and (ii) shall not have been cured within thirty (30)

calendar days following receipt by the Investor of written notice of such breach or failure to perform from the Company stating the Company’s

intention to terminate this Agreement pursuant to this Section 7.01(d) and the basis for such termination; provided

that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.01(d) if the Company

is then in material breach of any of its representations, warranties, covenants or agreements hereunder, which breach would give rise

to the failure of any condition set forth in Section 6.03(a) or Section 6.03(b) to be satisfied.

Section 7.02.          Effect

of Termination. In the event of the termination of this Agreement as provided in Section 7.01, written notice thereof

shall be given to the other party, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall

forthwith become null and void (other than Article 1, Section 5.01, Section 5.03, Section 5.06,

Section 5.08, this Section 7.02 and Article 8, all of which shall survive termination of this Agreement),

and there shall be no liability on the part of the Investor or the Company or their respective directors, officers and Affiliates, except

that no such termination shall relieve any party from liability for damages to another party resulting from a willful and material breach

of this Agreement.

Section 7.03.          Survival.

Subject to Section 7.02, all of the covenants or other agreements of the parties contained in this Agreement shall survive

until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing

by the party entitled to such performance. The representations and warranties made as of the Closing Date shall survive until the Closing

Date and shall then expire. Notwithstanding any other provision set forth in this Agreement, the maximum liability of the Company under

or relating to this Agreement to the extent relating to or arising out of any breach of the representations and warranties expressly

set forth in this Agreement shall, with respect to the Transactions, in no event exceed the Aggregate Purchase Price paid by the Investor

for the Purchased Shares pursuant to this Agreement.

Article 8

Miscellaneous

Section 8.01.          Amendments;

Waivers. Subject to compliance with applicable Law, this Agreement and the exhibits hereto (including the Certificate of Designations)

may be amended or supplemented in any and all respects by written agreement of the parties hereto; provided that the consent of

the parties shall not be unreasonably withheld, conditioned or delayed with respect to any amendment or modification to the Certificate

of Designations necessary to comply with applicable Law and any amendment to or waiver of the provisions, terms and conditions of this

Agreement that are addressed in the Certificate of Designations shall be permitted only as specified such agreement.

Section 8.02.          Extension

of Time, Waiver, Etc. The Company and the Investor may, subject to applicable Law, (a) waive any inaccuracies in the representations

and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance

of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained

herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions. Notwithstanding

the foregoing, no failure or delay by the Company or the Investor in exercising any right hereunder shall operate as a waiver thereof

nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder.

Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing

signed on behalf of such party.

Section 8.03.          Assignment.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation

of Law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto; provided, however,

that without the prior written consent of the Company, the Investor may assign its rights, interests and obligations under this Agreement,

in whole or in part, to one or more Permitted Transferees, including as contemplated in Section 5.06, so long as the assignee

shall agree in writing to be bound by the provisions of this Agreement, including the rights, interests and obligations so assigned.

Section 8.04.          Counterparts.

This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among

the parties. 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 8.05.          Entire

Agreement; No Third-Party Beneficiaries. This Agreement, together with the other Transaction Documents and the Certificate of Designations,

constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties

and their Affiliates, or any of them, with respect to the subject matter hereof and thereof. No provision of this Agreement shall confer

upon any Person other than the parties hereto and their permitted assigns any rights or remedies hereunder.

Section 8.06.          Governing

Law; Jurisdiction. (a) This Agreement and all matters, claims or legal actions or proceedings (whether at law, in equity, in

Contract, in tort or otherwise) based upon, arising out of or relating to this Agreement, execution or performance of this Agreement,

shall be governed by, and construed in accordance with, the internal laws of the State of New York.

(b)           All

legal actions or proceedings arising out of or relating to this Agreement shall be heard and determined in the courts of the State of

New York located in the City and County of New York, Borough of Manhattan, or in the United States District Court for the Southern District

of New York and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such legal

action or proceeding and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such

legal action or proceeding. Each party hereto agrees that service of process upon such party in any legal action or proceeding arising

out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 8.09.

The parties hereto agree that a final judgment in any such legal action or proceeding shall be conclusive and may be enforced in other

jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the

foregoing shall restrict any party’s rights to seek any post judgment relief regarding, or any appeal from, a final trial court

judgment.

Section 8.07.          Specific

Enforcement. The parties hereto agree that irreparable damage for which monetary relief, even if available, might not be an adequate

remedy, might occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise

breached, including if the parties hereto fail to take any action required of them hereunder to cause the Closing to occur, and that

time is of the essence. Subject to the determination of a court of competent jurisdiction, the parties acknowledge and agree that (a) the

parties shall be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches of

this Agreement and to enforce specifically the terms and provisions hereof (including, for the avoidance of doubt, the right of the Company

to cause the Closing to be consummated on the terms and subject to the conditions set forth in the Transaction Documents) in the courts

described in Section 8.06, this being in addition to any other remedy to which they are entitled under this Agreement and

(b) the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor the

Investor would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable,

invalid, contrary to Law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate

remedy or that the parties otherwise have an adequate remedy at Law. The parties hereto acknowledge and agree that any party seeking

an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement

in accordance with this Section 8.07 shall not be required to provide any bond or other security in connection with any such

order or injunction.

Section 8.08.          WAIVER

OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY

TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR

RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY

OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) IT UNDERSTANDS

AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (c) IT MAKES SUCH WAIVER VOLUNTARILY AND (d) IT HAS BEEN INDUCED TO ENTER

INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 8.08.

Section 8.09.          Notices.

All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally,

emailed, or sent by overnight courier (providing proof of delivery) to the parties at the following addresses or to such other address

or email address as such party may hereafter specify in writing to the other party hereto:

(a)            If

to the Company, to it at:

Lucid

Group, Inc.

7373 Gateway Boulevard

Newark, CA 94560

Attention: Legal Department

E-mail:       Legal@lucidmotors.com

with a copy (which shall not constitute

notice) to:

Skadden, Arps, Slate, Meagher &

Flom LLP

525 University Avenue

Palo Alto, CA 94301

Attention: Thomas J. Ivey

Brian

D. Paulson

E-mail: thomas.ivey@skadden.com

brian.paulson@skadden.com

(b)           If

to the Investor, to it at the address specified on the signature page hereto.

All such notices, requests

and other communications shall be deemed received (1) on the date of actual receipt by the recipient thereof if received prior to

5:00 p.m. local time in the place of receipt and such day is a business day in the place of receipt, or (2) on the next

succeeding business day in the place of receipt.

Section 8.10.          Severability.

If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal

or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement

shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision is invalid, illegal

or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original

intent of the parties as closely as possible to the fullest extent permitted by applicable Law.

Section 8.11.          Expenses.

Except as otherwise expressly provided in the Transaction Documents, all costs and expenses, including fees and disbursements of counsel,

financial advisors and accountants, incurred in connection with this Agreement and the other Transaction Documents shall be paid by the

party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 8.12.          Interpretation.

(a) When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an

Article of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument

or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument

or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or

consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments

incorporated therein. Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer

to the lawful money of the United States. References to a Person are also to its permitted assigns and successors. When calculating the

period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date

that is the reference date in calculating such period shall be excluded.

(b)           The

parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question

of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or

burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.

[Remainder of page intentionally left

blank]

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

LUCID GROUP, INC.

By:

/s/ Taoufiq Boussaid

Name:

Taoufiq Boussaid

Title:

Chief Financial Officer

[Signature Page to Subscription

Agreement]

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

AYAR THIRD INVESTMENT COMPANY

By:

/s/ Turqi A. Alnowaiser

Name:

Turqi A. Alnowaiser

Title:

Authorized Manager

Number

of Purchased Shares: 55,000 Shares

Prince

Turki bin Abdul Aziz Al-Awal Road

P.O. Box 6847

Riyadh 11452

Kingdom of Saudi Arabia

Attention:

Turqi Alnowaiser

Yasir Alsalman

Email:

talnowaiser@pif.gov.sa

yalsalman@pif.gov.sa

lightning.investment@pif.gov.sa

lightning.legal@pif.gov.sa

Intl.operations@pif.gov.sa

with a copy (which shall not constitute

notice) to:

Gibson,

Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10017

Attention:

Richard Birns

Stewart McDowell

Email:

rbirns@gibsondunn.com

smcdowell@gibsondunn.com

Exhibit A

FORM OF SERIES C CONVERTIBLE PREFERRED

STOCK

CERTIFICATE OF DESIGNATIONS

CERTIFICATE OF DESIGNATIONS OF

SERIES C CONVERTIBLE PREFERRED STOCK OF

LUCID GROUP, INC.

(Pursuant to Section 151 of the General Corporation

Law of the State of Delaware)

Lucid

Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the “Corporation”),

hereby certifies that the following resolution was duly adopted by the Board of Directors of the Corporation (or a duly authorized committee

thereof) (the “Board”) as required by Section 151 of the General Corporation Law of the State of Delaware (the

“General Corporation Law”):

NOW,

THEREFORE, BE IT RESOLVED, that pursuant to the authority expressly granted to and vested in the Board in accordance with the provisions

of the Third Amended and Restated Certificate of Incorporation of the Corporation, as amended and/or restated from time to time (the “Certificate

of Incorporation”), there is hereby created and provided out of the authorized but unissued preferred stock, par value $0.0001

per share, of the Corporation (“Preferred Stock”), a new series of Preferred Stock, and there is hereby stated and

fixed the number of shares constituting such series and the designation of such series and the powers, preferences and relative, optional

or other rights, if any, and the qualifications, limitations or restrictions, if any, of such series as follows:

1.             Designation.

There shall be a series of Preferred Stock that shall be designated as “Series C Convertible Preferred Stock”,

par value $0.0001 per share (the “Series C Convertible Preferred Stock”), and the initial number of shares constituting

such series (“Shares” and each a “Share”) shall be 55,000 (the “Initial Share Number”).

The rights, preferences, powers, restrictions and limitations of the Series C Convertible Preferred Stock shall be as set forth herein.

The Series C Convertible Preferred Stock shall be issued in book-entry form on the Corporation’s share ledger, subject to the

rights of holders to receive certificated Shares under the General Corporation Law.

2.             Defined

Terms. For purposes hereof, the following terms shall have the following meanings:

“Accrued

Value” means, with respect to any Share, on any date, the sum of (a) the Initial Value plus (b) all

Compounded Returns on such Share as of such date and plus (c) in the case of the determination of the Accrued Value for purposes

of calculating the Minimum Consideration, the Fundamental Change Repurchase Price, the Redemption Price, the Liquidation Preference or

the amount due upon conversion of any Share of Series C Convertible Preferred Stock pursuant to a Mandatory Conversion or upon conversion

pursuant to Section 7.1, accrued Dividends from the last Dividend Payment Date to, and including, the Relevant Date, the Fundamental

Change Repurchase Date, the Mandatory Conversion Time, the Redemption Date, the Conversion Date or the date of Liquidation, as the case

may be.

“Affiliate”

means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with,

such Person; provided, that, for purposes of this Certificate of Designations only, the Corporation shall not be deemed an Affiliate

of the PIF Investor or any of the PIF Investor’s Affiliates. For this purpose, “control” (including, with its correlative

meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly,

of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership

or other ownership interests, by contract or otherwise. Notwithstanding the foregoing, no governmental entity (other than a commercial

entity acting in a commercial capacity) and no sovereign or political subdivision of The Kingdom of Saudi Arabia shall be considered an

Affiliate of the PIF Investor.

“Annual

Dividend Rate” means 9% per annum, subject to increase pursuant to Section 11.

“Beneficial

Owner” has the meaning set forth in Section 7.4(a).

“Beneficial

Ownership Limitation” means, at any time, (a) 9.9% of the total shares of Common Stock outstanding at such time

with respect to any Other Investor and (b) infinity with respect to the PIF Investor; provided that, notwithstanding the foregoing,

any Holder shall have the right to increase or decrease the Beneficial Ownership Limitation with respect to itself to any other number,

with any increase to be effective only upon such Holder providing the Corporation with prior written notice of such increase, which shall

be effective sixty-one (61) days after delivery of such notice to the Corporation.

“Board”

has the meaning set forth in the Recitals.

“Business

Day” means any day other than a Saturday, a Sunday or any day on which the Federal Reserve Bank of New York is authorized

or required by law or executive order to close or be closed.

“Capital

Stock” means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or

other equivalents of or interests in (however designated) stock issued by that entity; provided that, for the avoidance of doubt,

Convertible Indebtedness shall not constitute “Capital Stock”.

“Cash

Dividend Securities” means, collectively, each class or series of Capital Stock of the Corporation now existing or hereafter

authorized, classified, reclassified or otherwise created, the terms of which provide for cash dividends, whether or not such class or

series are Dividend Junior Securities, Dividend Parity Securities or Dividend Senior Securities; provided that Cash Dividend Securities

shall not include the Common Stock.

“Certificate

of Designations” means this Certificate of Designations of the Series C Convertible Preferred Stock of the Corporation.

“Certificate

of Incorporation” has the meaning set forth in the Recitals.

“Closing

Price” of the Common Stock (or other securities) on any date means the closing sale price per share (or if no closing

sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and

the average ask prices) on that date as reported in composite transactions for the principal U.S. national or regional securities exchange

on which the Common Stock (or other securities) is traded. If the Common Stock (or other securities) is not listed for trading on a U.S.

national or regional securities exchange on the relevant date, the “Closing Price” shall be the last quoted bid price

for the Common Stock (or other securities) in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or

a similar organization. If the Common Stock (or other securities) is not so quoted, the “Closing Price” shall be the

average of the mid-point of the last bid and ask prices for the Common Stock (or other securities) on the relevant date from a nationally

recognized “bulge-bracket” independent investment banking firm selected by the Corporation for this purpose.

“Common

Equity” of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election

of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the

governing body, partners, managers or others that will control the management or policies of such Person.

“Common

Stock” means the Class A common stock, par value $0.0001 per share, of the Corporation, subject to Section 7.7(f).

“Common

Stock Liquidity Conditions” will be satisfied with respect to a Mandatory Conversion, Fundamental Change Repurchase Offer

or Optional Redemption, as the case may be, if:

(a)           either

(i) each share of Common Stock to be issued upon such Mandatory Conversion, Fundamental Change Repurchase Offer or Optional Redemption

of any share of Series C Convertible Preferred Stock would be eligible to be offered, sold or otherwise transferred by the Holder

of such share of Series C Convertible Preferred Stock (assuming for purposes of this definition that such Holder is not an Affiliate

of the Corporation and has not been an Affiliate of the Corporation in the immediately preceding three months) pursuant to Rule 144,

without any requirements as to volume, manner of sale, or notice, and the current public information requirements of Rule 144(c) and

Rule 144(i)(2) are satisfied as of the date the related Mandatory Conversion Notice, Fundamental Change Notice or Redemption

Notice is sent to such Holder and such requirements are reasonably expected by the Corporation to be satisfied continuously during the

period from, and including, the date the related Mandatory Conversion Notice, Fundamental Change Notice or Redemption Notice is sent to

such Holder to, and including, the thirtieth (30th) calendar day after the date such share of Common Stock is issued; or (ii) the

offer and sale of such share of Common Stock by such Holder are registered pursuant to an effective registration statement under the Securities

Act and such registration statement is reasonably expected by the Corporation to remain effective and usable, by the Holder to sell such

share of Common Stock, continuously during the period from, and including, the date the related Mandatory Conversion Notice, Fundamental

Change Notice or Redemption Notice is sent to such Holder to, and including, the thirtieth (30th) calendar day after the date such share

of Common Stock is issued; provided that each Holder will supply all information reasonably requested by the Corporation for inclusion,

and required to be included, in any registration statement, prospectus or prospectus supplement related to the resale of the Common Stock

issuable upon conversion of the Series C Convertible Preferred Stock pursuant to this clause (a)(ii); provided further

that if a Holder fails to provide such information to the Corporation within fifteen (15) calendar days following any such request, then

this clause (a)(ii) will automatically be deemed to be satisfied with respect to such Holder; and

(b)           each

share of Common Stock referred to in clause (a) above, when sold or otherwise transferred pursuant to Rule 144 or the

registration statement referred to in such clause, as applicable will, when issued, be listed and admitted for trading on any of, the

Nasdaq Global Select Market, the Nasdaq Global Market or The New York Stock Exchange (or any of their respective successors).

“Compounded

Returns” has the meaning set forth in Section 4.2.

“Conversion

Date” has the meaning set forth in Section 7.3(a).

“Conversion

Price” has the meaning set forth in Section 7.1.

“Conversion

Rights” has the meaning set forth in Section 7.

“Conversion Share

Cap” means the number of shares of Common Stock equal to [(i) 19.99% of the total number of shares of Common Stock outstanding

as of the Issue Date, minus the number of shares of the Common Stock issued in any offerings that would be integrated with the issuance

of Series C Convertible Preferred Stock on the Initial Issue Date for purposes of Rule 5635(d) of the Listing Rules, divided

by (ii) Initial Share Number]1 (such number of shares subject to proportionate adjustment for share dividends, share

splits or share combinations with respect to the Common Stock).

“Conversion

Shares” means the shares of Common Stock then issuable upon conversion of the Series C Convertible Preferred Stock

in accordance with the terms of Section 7.

“Convertible

Indebtedness” means the Corporation’s 1.25% Convertible Senior Notes due 2026, 5.00% Convertible Senior Notes due

2030, 7.00% Convertible Senior Notes due 2031 and any other debt securities convertible into, or exchangeable for, Capital Stock of the

Corporation.

“Corporation”

has the meaning set forth in the Preamble.

“Daily

VWAP” means, for any Trading Day, the per share volume-weighted average price as displayed under the heading “Bloomberg

VWAP” on Bloomberg page “LCID <equity> AQR” (or its equivalent successor if such page is not available)

in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such

Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such Trading

Day determined, using a volume-weighted average method, by a nationally recognized independent “bulge-bracket” investment

banking firm retained for this purpose by the Corporation). The “Daily VWAP” shall be determined without regard to

after-hours trading or any other trading outside of the regular trading session trading hours.

1 Note

to Draft: To be replaced with the exact number before this Certificate of Designations is filed with Delaware.

“Distributed

Property” has the meaning set forth in Section 7.7(c).

“Dividend

Junior Securities” means, collectively, the Common Stock and each other class or series of Capital Stock of the Corporation

now existing or hereafter authorized, classified, reclassified or otherwise created, the terms of which do not expressly provide that

such class or series ranks on a parity basis with or senior to the Series C Convertible Preferred Stock as to dividend rights.

“Dividend

Parity Securities” means the Series A convertible preferred shares, par value $0.0001 per share, the Series B

convertible preferred shares, par value $0.0001 per share, and any class or series of Capital Stock of the Corporation hereafter authorized,

classified, reclassified or otherwise created in compliance with the terms of this Certificate of Designations the terms of which expressly

provide that such class or series ranks pari passu with the Series C Convertible Preferred Stock as to dividend rights, and

includes the Series C Convertible Preferred Stock authorized and created in compliance with the terms of this Certificate of Designations.

“Dividend

Payment Date” shall mean March 31, June 30, September 30 and December 31 of each year, commencing

on June 30, 2026; provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day,

such Dividend Payment Date shall instead be (and any dividend payable on the Series C Convertible Preferred Stock on such Dividend

Payment Date shall instead be payable on) the immediately succeeding Business Day (without any interest, and with any additional accumulated

dividends in connection with such additional Business Day(s) being recognized in the Dividend Period commencing on such Dividend

Payment Date).

“Dividend

Payment Record Date” shall mean March 15, June 15, September 15 and December 15 of each year; provided

that if any such Dividend Payment Record Date would otherwise occur on a day that is not a Business Day, such Dividend Payment Record

Date shall instead be the immediately succeeding Business Day.

“Dividend

Period” shall mean the period commencing on and including a Dividend Payment Date (or, in the case of the initial Dividend

Period, the Initial Issue Date) and shall end on and include the day immediately preceding the next Dividend Payment Date.

“Dividend

Senior Securities” means any class or series of Capital Stock of the Corporation hereafter authorized, classified, reclassified

or otherwise created in compliance with the terms of this Certificate of Designations the terms of which expressly provide that such class

or series ranks senior to the Series C Convertible Preferred Stock or otherwise has preference or priority over the Series C

Convertible Preferred Stock as to dividend rights.

“DTC”

has the meaning set forth in Section 7.3(a).

“Ex-Dividend Date”

means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without

the right to receive the issuance, dividend or distribution in question, from the Corporation or, if applicable, from the seller of Common

Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Existing

Credit Agreements” means (i) that certain Credit Agreement, dated as of June 9, 2022, by and among the Corporation,

as the Borrower Representative, the other Borrowers party thereto from time to time, the Lenders and Issuing Banks from time to time party

thereto and Bank of America, N.A., as Administrative Agent, as amended, amended and restated, modified or waived from time to time (each

term used here not otherwise defined has the meaning ascribed to such term therein); and (ii) that certain Credit Agreement, dated

as of August 4, 2024, by and among the Corporation, as the Borrower, the Lenders party thereto and Ayar Third Investment Company,

as Administrative Agent, as amended, amended and restated, modified or waived from time to time (each term used here not otherwise defined

has the meaning ascribed to such term therein).

“Family

Member” means with respect to any natural person, the spouse, domestic partner, parents, grandparents, lineal descendants,

siblings and lineal descendants of siblings of such natural person. For purposes of this definition, lineal descendants include adopted

persons, but only if such adopted persons were adopted while a minor.

“Fundamental

Change” shall be deemed to have occurred at the time after the Series C Convertible Preferred Stock is originally

issued if any of the following occurs:

(a)           a

“person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than (w) the

Corporation, (x) its Wholly Owned Subsidiaries, (y) their respective employee benefit plans or (z) any Permitted Party,

files any report with the SEC indicating that such person or group has become the direct or indirect “beneficial owner” (as

defined below) of shares of the Common Stock representing more than fifty percent (50%) of the voting power of all of the Corporation’s

then-outstanding Common Stock;

(b)           the

consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a subdivision

or combination) as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property

or assets; (B) any share exchange, consolidation or merger of the Corporation pursuant to which the Common Stock will be converted

into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions

of all or substantially all of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, to any Person other

than one of the Corporation’s Wholly Owned Subsidiaries; provided, however, that a transaction described in clause

(A) or (B) in which the holders of all classes of the Corporation’s Common Equity immediately prior to such transaction

own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee or

the parent thereof immediately after such transaction in substantially the same proportions as such ownership immediately prior to such

transaction shall not be a Fundamental Change pursuant to this clause (b);

stockholders of the Corporation approve any plan or proposal for the liquidation or dissolution of the Corporation; or

(d)           the

Common Stock (or other common stock underlying the Series C Convertible Preferred Stock) ceases to be listed or quoted on any of

the Nasdaq Global Select Market, the Nasdaq Global Market or The New York Stock Exchange (or any of their respective successors);

provided,

however, that a transaction or event described in clause (a) or (b) above will not constitute a Fundamental Change if

at least ninety percent (90%) of the consideration received or to be received by the holders of Common Stock (excluding cash payments

for fractional shares or pursuant to dissenters’ rights), in connection with such transaction or event, consists of shares of Common

Equity listed on any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective

successors), or that will be so listed when issued or exchanged in connection with such transaction or event, and such transaction or

event constitutes a Reorganization Event whose Reference Property consists of such consideration.

For the purposes of this definition,

(x) any transaction or event described in both clause (a) and in clause (b) above (without regard to the proviso in clause

(b)) will be deemed to occur solely pursuant to clause (b) above (subject to such proviso); and (y) whether a Person is a “beneficial

owner,” whether shares are “beneficially owned,” and percentage beneficial ownership, will be determined in accordance

with Rule 13d-3 under the Exchange Act. If any transaction in which the Common Stock is replaced by the common stock or other Common

Equity of another entity occurs, following completion of the Fundamental Change Repurchase Date designated by the Corporation, references

to the Corporation in this definition shall instead be references to such other entity.

“Fundamental

Change Notice” has the meaning set forth in Section 9.2(a).

“Fundamental

Change Repurchase Date” has the meaning set forth in Section 9.2(b).

“Fundamental

Change Repurchase Offer” has the meaning set forth in Section 9.1.

“Fundamental

Change Repurchase Price” has the meaning set forth in Section 9.1.

“General

Corporation Law” has the meaning set forth in the Preamble.

“Global

Preferred Shares” has the meaning set forth in Section 16.

“Governmental

Authority” means any government, court, regulatory or administrative agency, commission, arbitrator (public or private)

or authority or other legislative, executive or judicial governmental entity (in each case including any self-regulatory organization),

whether federal, state or local, domestic, foreign or multinational. For the avoidance of doubt, the PIF Investor shall not be deemed

a Governmental Authority for purposes of this Certificate of Designations.

“Holder”

means a holder of outstanding shares of Series C Convertible Preferred Stock.

“Initial

Issue Date” means April 28, 2026.

“Initial

Value” means $10,000.00 per Share.

“Issue

Date” means, with respect to each Share, the date on which such Share was originally issued.

“Laws”

means all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments,

injunctions, governmental guidelines or interpretations that have the force of law, Permits, decrees, or other similar requirements enacted,

adopted, promulgated, or applied by any Governmental Authority.

“Liquidation”

means any voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

“Liquidation

Junior Securities” means, collectively, the Common Stock and each other class or series of Capital Stock of the Corporation

now existing or hereafter authorized, classified, reclassified or otherwise created, the terms of which do not expressly provide that

such class or series ranks on a parity basis with or senior to the Series C Convertible Preferred Stock as to rights on the distribution

of assets on any Liquidation or redemption.

“Liquidation

Parity Securities” means the Series A convertible preferred shares, par value $0.0001 per share, the Series B

convertible preferred shares, par value $0.0001 per share, and any class or series of Capital Stock of the Corporation hereafter authorized,

classified, reclassified or otherwise created in compliance with the terms of this Certificate of Designations the terms of which expressly

provide that such class or series ranks pari passu with the Series C Convertible Preferred Stock as to rights on the distribution

of assets upon Liquidation or redemption, and includes the Series C Convertible Preferred Stock authorized and created in compliance

with the terms of this Certificate of Designations.

“Liquidation

Preference” has the meaning set forth in Section 5.1.

“Liquidation

Senior Securities” means any class or series of Capital Stock of the Corporation hereafter authorized, classified, reclassified

or otherwise created in compliance with the terms of this Certificate of Designations the terms of which expressly provide that such class

or series ranks senior to the Series C Convertible Preferred Stock or otherwise has preference or priority over the Series C

Convertible Preferred Stock as to rights on the distribution of assets on any Liquidation or redemption.

“Listing

Rules” means the rules of the Nasdaq Stock Market LLC.

“Mandatory

Conversion” has the meaning set forth in Section 8.1.

“Mandatory

Conversion Notice” has the meaning set forth in Section 8.2.

“Mandatory

Conversion Right” has the meaning set forth in Section 8.1.

“Mandatory

Conversion Time” has the meaning set forth in Section 8.2.

“Market

Disruption Event” means, for the purposes of determining Daily VWAPs (a) a failure by the primary U.S. national

or regional securities exchange or market on which the Common Stock is listed or admitted for trading to open for trading during its regular

trading session or (b) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common

Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading

(by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in the Common Stock or in any

options contracts or futures contracts relating to the Common Stock.

“Minimum

Consideration” means, in respect of a Mandatory Conversion, an Optional Redemption, a Fundamental Change or a Liquidation,

an amount per Share of Series C Convertible Preferred Stock determined as of the Relevant Date for such event equal to (i) the

Accrued Value per Share as of such date multiplied by (ii) the “Relevant Percentage” determined by reference to

the table below:

Time Since Initial Issue Date as of

Relevant Date

Relevant

Percentage:

0 months

100.0 %

12 months

108.5 %

24 months

117.7 %

36 months

127.7 %

48 months

138.6 %

60 months

150.4 %

72 months

163.2 %

84 months

177.0 %

96 months

192.1 %

108 months

208.4 %

If the date of determination

falls in between two time periods referenced in the chart above, the Relevant Percentage shall be determined by the Corporation in good

faith and a commercially reasonable manner by an interpolation between the Relevant Percentages set forth for the earlier and later dates

of determination.

If the date of determination

falls after the final date listed in the chart above, the Relevant Percentage shall be determined by the Corporation in good faith and

a commercially reasonable manner by applying to the relevant Accrued Value the implied annualized growth rate based on the chart above

(giving effect to compounding on an annual basis) by reference to the time since issuance as of the applicable date of determination.

“Note

Hedge Option” means any hedging agreement (including, but not limited to, any bond hedge transaction, call option transaction,

or capped call transaction), whether settled in cash or Capital Stock of the Corporation, that is entered into in connection with any

Convertible Indebtedness, the purpose of which is to reduce potential dilution to the Corporation’s Capital Stock and/or offset

the Corporation’s obligation to make certain cash payments upon conversion or exchange of such Convertible Indebtedness.

“Notice

of Conversion” has the meaning set forth in Section 7.3(a).

“Optional

Redemption” has the meaning set forth in Section 10.1.

“Other

Investor” means any investor, apart from the PIF Investor or any of the PIF Investor’s Affiliates, that is the

beneficial holder of Series C Convertible Preferred Stock.

“Participating

Dividend” has the meaning set forth in Section 7.7(h).

“Permits”

means all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities.

“Permitted

Party” means the PIF Investor, the Public Investment Fund or any of their respective Affiliates. If any such Permitted

Party is a natural person, “Permitted Party” shall include: (i) a “Permitted Trust” (as defined in this Section 2)

of such person that is solely for the benefit of (1) such person; (2) one or more Family Members of such person; or (3) any

other Permitted Party that is an Affiliate of such person; or (ii) any general partnership, limited partnership, limited liability

company, corporation or other entity exclusively owned by (1) such person; (2) one or more Family Members of such person; or

(3) any other Permitted Party that is an Affiliate of such person.

“Permitted

Trust” of a person means a bona fide trust where each trustee is (i) such person; (ii) a Family Member of such

person; or (iii) a professional in the business of providing trustee services, including private professional fiduciaries, trust

companies and bank trust departments, acting in such capacity.

“Person”

means an individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization

or any other entity, including a Governmental Authority.

“PIF

Investor” means Ayar Third Investment Company, a single shareholder limited liability company organized under the laws

of the Kingdom of Saudi Arabia.

“Preferred

Stock” has the meaning set forth in the Recitals.

“Record

Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common

Stock (or other applicable security) have the right to receive any cash, securities or other property or in which the Common Stock (or

such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination

of holders of the Common Stock (or such other security) entitled to receive such cash, securities or other property (whether such date

is fixed by the Board, by statute, by contract or otherwise).

“Redemption

Date” has the meaning set forth in Section 10.2(a).

“Redemption

Notice” has the meaning set forth in Section 10.2(a).

“Redemption

Price” has the meaning set forth in Section 10.1.

“Reference

Property” has the meaning set forth in Section 7.7(f).

“Register”

means the securities register maintained in respect of the Series C Convertible Preferred Stock by the Corporation, or, to the extent

the Corporation has engaged a transfer agent, the Transfer Agent.

“Relevant

Date” means, as the case may be, the date of the Mandatory Conversion Notice, in the case of a Mandatory Conversion Time,

the Fundamental Change Repurchase Date, in the case of a Fundamental Change Repurchase Date, the date of a Redemption Notice, in the case

of a Redemption Date, date of Liquidation, in the case of a Liquidation, or the Conversion Date, in the case of an optional conversion

that requires cash settlement provided in Section 7.4(e)(B).

“Relevant

Price” means, with respect to a Mandatory Conversion Time, Fundamental Change Repurchase Date, Redemption Date or an

optional conversion that requires cash settlement provided in Section 7.4(e)(B), the arithmetic average of the Daily VWAPs of the

Common Stock (or other securities for which the Relevant Price is to be determined) over the five consecutive Trading Day period ending

on, and including, the second Trading Day immediately preceding the Relevant Date for such event; provided that in the case of

an Optional Redemption, the word “five” above shall be replaced by “twenty (20)”.

“Reorganization

Event” has the meaning set forth in Section 7.7(f).

“Required

Holders” means, as of any date of determination, the Holders of a majority of the issued and then-outstanding shares

of Series C Convertible Preferred Stock.

“Requisite

Stockholder Approval” means the stockholder approval contemplated by Rule 5635(d) of the Listing Rules.

“Rule 144”

means Rule 144 as promulgated under the Securities Act.

“Rule 144A”

means Rule 144A as promulgated under the Securities Act.

“Scheduled

Trading Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities

exchange or market on which the Common Stock is listed or admitted for trading. If the Common Stock is not so listed or admitted for trading,

“Scheduled Trading Day” means a Business Day.

“SEC”

means the United States Securities and Exchange Commission.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series C

Convertible Preferred Stock” has the meaning set forth in Section 1.

“Share

Delivery Date” has the meaning set forth in Section 7.3(a).

“Shares”

and “Share” have the meaning set forth in Section 1.

“Spin-Off”

has the meaning set forth in Section 7.7(c).

“Subsidiary”

means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total

voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence

of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled,

directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one

or more Subsidiaries of such Person.

“Trading

Day” means a day on which (i) trading in the Common Stock (or other security for which a closing sale price must

be determined) generally occurs on the Nasdaq Global Select Market or, if the Common Stock (or such other security) is not then listed

on the Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which the Common Stock (or

such other security) is then listed or, if the Common Stock (or such other security) is not then listed on a U.S. national or regional

securities exchange, on the principal other market on which the Common Stock (or such other security) is then traded and (ii) a Closing

Price for the Common Stock (or closing sale price for such other security) is available on such securities exchange or market; provided

that if the Common Stock (or such other security) is not so listed or traded, “Trading Day” means a Business Day; and

provided further, that for purposes of determining Daily VWAPs only, “Trading Day” means a day on which (x) there

is no Market Disruption Event and (y) trading in the Common Stock generally occurs on the Nasdaq Global Select Market or, if the

Common Stock is not then listed on the Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange

on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange,

on the principal other market on which the Common Stock is then listed or admitted for trading, except that if the Common Stock is not

so listed or admitted for trading, “Trading Day” means a Business Day.

“Transfer

Agent” means such agent or agents of the Corporation as may be designated by the Board or its duly authorized designee

as the transfer agent, registrar and dividend disbursing agent for the Series C Convertible Preferred Stock or, if the Corporation

is serving as its own transfer agent, the Corporation.

“Trigger

Event” has the meaning set forth in Section 7.7(c).

“Valuation

Period” has the meaning set forth in Section 7.7(c).

“Voting

Cap” means a number of votes per Share (subject to adjustment for any share split or share dividend) equal to [the quotient

of (i) 19.99% of the total voting power of the Corporation outstanding immediately prior to the Initial Issue Date, minus the voting

power of the Common Stock issued in any offerings that would be integrated with the issuance of Series C Convertible Preferred Stock

on the Initial Issue Date for purposes of Rule 5635(d) of the Listing Rules and (ii) the Initial Share Number, rounded

to the nearest ten-thousandth, with any one-hundred thousandths rounded downward]2.

“Wholly

Owned Subsidiary” means, with respect to any Person, any Subsidiary of such Person, except that, solely for purposes

of this definition, the reference to “more than 50%” in the definition of “Subsidiary” shall be deemed replaced

by a reference to “100%”.

3.             Rank.

All shares of the Series C Convertible Preferred Stock shall rank (a) senior to (i) Dividend Junior Securities with respect

to the payment of dividends; and (ii) Liquidation Junior Securities with respect to the distribution of assets upon the Corporation’s

liquidation, dissolution or winding up; (b) equally with (i) Dividend Parity Securities with respect to the payment of dividends;

and (ii) Liquidation Parity Securities with respect to the distribution of assets upon the Corporation’s liquidation, dissolution

or winding up; and (c) junior to (i) Dividend Senior Securities with respect to the payment of dividends; and (ii) Liquidation

Senior Securities with respect to the distribution of assets upon the Corporation’s liquidation, dissolution or winding up.

4.             Dividends.

4.1           Dividend

Rate on Series C Convertible Preferred Stock. For each share of Series C Convertible Preferred Stock, from the Issue Date

with respect to such share, cumulative dividends shall accrue on the Accrued Value of each share of Series C Convertible Preferred

Stock at the Annual Dividend Rate, as determined and paid in the manner described in this Section 4.1 and Section 4.2.

Dividends on each share of Series C Convertible Preferred Stock shall accrue daily from and after the applicable Issue Date of such

share but shall compound on a quarterly basis, to the extent not paid, on each Dividend Payment Date (i.e., no dividends shall accrue

on unpaid dividends unless and until the first Dividend Payment Date for such unpaid dividends has passed), whether or not earned or declared,

and whether or not there are earnings or profits, surplus or other funds or assets of the Corporation legally available for the payment

of dividends. Dividends that are payable on the Series C Convertible Preferred Stock on any Dividend Payment Date shall be payable

to Holders as they appear on the Register on the applicable Dividend Payment Record Date.

Dividends on the Series C

Convertible Preferred Stock in respect of any Dividend Period shall be payable in arrears and shall be computed on the basis of a 360-day

year consisting of twelve (12) 30-day months.

4.2           Payment

of Dividends. With respect to any Dividend Payment Date, to the extent permitted by applicable law, dividends shall be reflected in

the form of an increase to the Accrued Value of each Share (“Compounded Returns”). Dividends for the applicable Dividend

Period shall accumulate on the Accrued Value as of the most recent Dividend Payment Date at the Annual Dividend Rate whether or not declared,

and whether or not there are funds legally available for the payment or declaration of dividends.

2 Note

to Draft: To be replaced with the exact number before this Certificate of Designations is filed with Delaware.

4.3           No

Other Dividends. Shares of Series C Convertible Preferred Stock shall entitle the Holders thereof only to the dividends expressly

provided for herein unless otherwise declared by the Board.

4.4           Junior

and Parity Securities. So long as any share of the Series C Convertible Preferred Stock remains outstanding, no Dividend Parity

Securities, Liquidation Parity Securities, Dividend Junior Securities or Liquidation Junior Securities shall be, directly or indirectly,

purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its Subsidiaries unless all accumulated and unpaid

dividends on the shares of Series C Convertible Preferred Stock for all preceding Dividend Periods have been declared or accrued

upon all outstanding shares of Series C Convertible Preferred Stock, provided that the preceding does not apply to purchases

pursuant to (v) an exchange for or conversion or reclassification into other securities that are not Dividend Senior Securities,

Liquidation Senior Securities, Dividend Parity Securities, Liquidation Parity Securities and/or Cash Dividend Securities, (w) the

repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Corporation

in the ordinary course of business, (x) the entry into, settlement or termination of any Note Hedge Option, or (y) purchases

of fractional interests in shares of Capital Stock upon conversion or exchange of securities that are not Dividend Senior Securities or

Liquidation Senior Securities. When dividends on shares of Series C Convertible Preferred Stock have not been paid in full or accrued

on any Dividend Payment Date, (x) no dividends may be declared or paid on any Dividend Parity Securities unless dividends are declared

on the Series C Convertible Preferred Stock such that the respective amounts of such dividends declared on the Series C Convertible

Preferred Stock and each such other class or series of Dividend Parity Securities shall bear the same ratio to each other as all accumulated

and unpaid dividends per share on the shares of the Series C Convertible Preferred Stock and such class or series of Dividend Parity

Securities (subject to their having been declared by the Board out of legally available funds) bear to each other, in proportion to their

respective liquidation preferences at the time of declaration (provided that any unpaid dividends on the Series C Convertible

Preferred Stock will continue to accrue and accumulate) and (y) no dividends may be declared or paid on any Dividend Junior Securities.

5.             Liquidation.

5.1           Liquidation.

Upon any Liquidation, each Holder shall be entitled to receive, with respect to each share of then-outstanding Series C Convertible

Preferred Stock by reason of such Holder’s ownership thereof, out of the assets of the Corporation available for distribution to

its stockholders, pari passu with the holders of any Liquidation Parity Securities, but before any distribution or payment out

of the assets of the Corporation shall be made to the holders of Liquidation Junior Securities by reason of their ownership thereof, an

amount in cash equal to the greater of (a) the Minimum Consideration and (b) the amount that such Holder would have received

with respect to such share of Series C Convertible Preferred Stock based on its Accrued Value if all shares of Series C Convertible

Preferred Stock had been converted at their Accrued Value (regardless of whether they were actually converted and without regard to any

limitations on convertibility or to whether sufficient shares of Common Stock are available out of the Corporation’s authorized

but unissued stock for the purpose of effecting such conversion) into shares of Common Stock on the Business Day immediately prior to

the Liquidation (the greater of (a) and (b), the “Liquidation Preference”).

5.2           Merger,

Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer

(for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation

shall not be deemed a Liquidation, nor shall the merger, consolidation, statutory exchange or any other business combination transaction

of the Corporation into or with any other Person or the merger, consolidation, statutory exchange or any other business combination transaction

of any other Person into or with the Corporation be deemed to be a Liquidation.

5.3           Insufficient

Assets. If upon any Liquidation the remaining assets of the Corporation available for distribution to the Holders and any other Liquidation

Parity Securities shall be insufficient to pay the Holders and any other Liquidation Parity Securities the full preferential amount to

which they are entitled under Section 5.1, (a) the Holders and any other Liquidation Parity Securities shall share ratably

in any distribution of the remaining assets and funds of the Corporation in proportion to the respective full preferential amounts that

would otherwise be payable in respect of the shares of Series C Convertible Preferred Stock and any other Liquidation Parity Securities

in the aggregate upon such Liquidation if all amounts payable on or with respect to such shares of Series C Convertible Preferred

Stock and any other Liquidation Parity Securities were paid in full, and (b) the Corporation shall not make or agree to make, or

set aside for the benefit of the holders of Liquidation Junior Securities, any payments to the holders of Liquidation Junior Securities

by reason of their ownership thereof.

5.4           Notice

Requirement. In the event of any Liquidation, the Corporation shall, within ten (10) days of the date the Board approves such

action, or no later than twenty (20) days of any stockholders’ meeting called to approve such action, or within twenty (20) days

of the commencement of any involuntary proceeding, whichever is earlier, give each Holder written notice of the proposed action. Such

written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and

property to be received by the Holders upon consummation of the proposed action and the date of delivery thereof. If any material change

in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each Holder of such material

change.

5.5           General.

In the event of any Liquidation, after the payment to any Holder of the full amount of the Liquidation Preference for each of such Holder’s

shares of Series C Convertible Preferred Stock, such Holder shall have no right or claim to any of the remaining assets of the Corporation

by reason of its ownership of the Series C Convertible Preferred Stock. The Corporation shall not be required to set aside funds

to protect the Liquidation Preference of the Series C Convertible Preferred Stock.

6.             Voting.

6.1           General.

Except as otherwise provided herein or by applicable Law or the rules of any stock exchange on which the Corporation’s securities

are listed, on any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders

of the Corporation and on which matter holders of the Common Stock shall be entitled to vote, each Holder shall be entitled to the number

of votes equal to the number of whole shares of Common Stock (rounded to the nearest whole share) into which the aggregate shares of Series C

Convertible Preferred Stock held by such Holder are convertible on the record date for determining stockholders entitled to vote on such

matter (as adjusted from time to time after the applicable Issue Date pursuant to Section 7 but without regard to any limitations

on convertibility or to whether sufficient shares of Common Stock are available out of the Corporation’s authorized but unissued

stock for the purpose of effecting the conversion of the Series C Convertible Preferred Stock). Holders shall be entitled to notice

of any meeting of stockholders and, except as otherwise provided herein or otherwise required by Law, to vote together as a single class

with the holders of Common Stock and any other class or series of stock entitled to vote thereon. For the avoidance of doubt, the voting

power of the Holders of Series C Convertible Preferred Stock is subject to Section 6.2, unless the Corporation shall

have obtained the Requisite Stockholder Approval.

6.2           Voting

Limitations. Notwithstanding the foregoing, to the extent the quotient of the Accrued Value and the Conversion Price would exceed

the Voting Cap, each Share shall be entitled to a number of votes per Share equal to the Voting Cap, with the number of votes per Holder

determined as the product (rounded down to the nearest whole Share) of the aggregate number of Shares held by such Holder on the record

date for determining stockholders entitled to vote on such matter and the Voting Cap; provided, that this Section 6.2 shall

no longer apply after the Corporation has obtained the Requisite Stockholder Approval.

6.3           Series C

Convertible Preferred Stock Protective Provisions.

(a)           As

long as at least 10% of the aggregate number of shares of the Series C Convertible Preferred Stock issued on the Initial Issue Date

remain outstanding, the Corporation shall not, and shall not permit any Subsidiary to, directly or indirectly (whether by amending the

certificate of incorporation of the Corporation (including this Certificate of Designations) or any such Subsidiary, or by reclassification,

merger, consolidation, reorganization, recapitalization or otherwise) do any of the following without (in addition to any other vote required

by applicable Law or the Certificate of Incorporation) the written consent or affirmative vote of the Required Holders, given in writing

or by vote at a meeting, consenting or voting (as the case may be) separately as a class:

(i)           create

or authorize the creation of (including by increasing the authorized amount of) or issue any Liquidation Senior Securities, Dividend Senior

Securities, Liquidation Parity Securities, Dividend Parity Securities, Cash Dividend Securities or any securities convertible into or

exercisable or exchangeable for any of the foregoing securities;

(ii)          reclassify

or modify any existing class or series of equity securities in a manner that would result in such class or series of equity securities

being Liquidation Senior Securities or Dividend Senior Securities, Liquidation Parity Securities or Dividend Parity Securities or Cash

Dividend Securities;

(iii)         decrease

the number of authorized shares of Series C Convertible Preferred Stock (except for such decreases as permitted by Sections 7.3(a) or

8.2 hereunder);

(iv)         alter,

change or amend the terms, rights, preferences or privileges of the Series C Convertible Preferred Stock in any manner adverse to

Holders; or

(v)          amend,

waive, alter or repeal any provision of its certificate of incorporation, bylaws or comparable organizational documents in a manner that

would adversely affect the Series C Convertible Preferred Stock or the rights, preferences or privileges of the Series C Convertible

Preferred Stock; provided, however, that each of the following will be deemed not to adversely affect the terms, rights,

preferences or privileges of the Series C Convertible Preferred Stock and will not require any vote or consent pursuant to Section 6.3(a)(iv) or

Section 6.3(a)(v):

(I)           any

increase in the number of the authorized but unissued shares of the Corporation’s undesignated preferred stock;

(II)          the

creation and issuance, or increase in the authorized or issued number, of any shares of any class or series of Capital Stock that is not

Dividend Senior Securities, Liquidation Senior Securities, Dividend Parity Securities, Liquidation Parity Securities or Cash Dividend

Securities; and

(III)         the

application of Section 7.7(f), including the execution and delivery of any supplemental instruments pursuant to Section 7.7(f) solely

to give effect to such provision;

provided,

further, that, insomuch as they relate to Liquidation Parity Securities, Dividend Parity Securities and Cash Dividend Securities,

the restrictions set forth in Sections 6.3(a)(i) and (ii) above shall apply only for so long as the PIF Investor

owns at least 50% of the shares of Series C Convertible Preferred Stock issued and outstanding.

(b)           The

Corporation agrees it shall comply with the covenants under Section 6.01 of each of the Existing Credit Agreements or any equivalent

provision in any facility incurred by the Corporation to refinance any of the Existing Credit Agreements (in each case, including any

future modifications, amendments or waivers to any such covenant), which agreement shall remain in full force for so long as the PIF Investor

owns at least 50% of the shares of Series C Convertible Preferred Stock issued on the Initial Issue Date; provided that this

covenant may be waived with the sole consent of the PIF Investor.

6.4           Amendments.

Without the consent of the Holders of the Series C Convertible Preferred Stock, the Corporation may amend, alter, supplement, or

repeal any terms of the Certificate of Incorporation, bylaws, this Certificate of Designations and any certificate representing the Series C

Convertible Preferred Stock for the following purposes: (i) to cure any ambiguity, omission, inconsistency or mistake in any such

agreement or instrument; (ii) to make any provision with respect to matters or questions relating to the Series C Convertible

Preferred Stock that is not inconsistent with the provisions of this Certificate of Designations and that does not adversely affect the

rights of any Holder of Series C Convertible Preferred Stock in any material respect; or (iii) to make any other change that

does not adversely affect the rights of any Holder of our Series C Convertible Preferred Stock (other than any Holder that consents

to such change).

7.             Conversion.

The Holders shall have conversion rights as follows (the “Conversion Rights”):

7.1           Right

to Convert. Each share of Series C Convertible Preferred Stock shall be convertible, at the option of the respective Holder,

from time to time after the Initial Issue Date, and without the payment of additional consideration by the Holder, (a) at any time

that the Closing Price per share of the Common Stock on the Trading Day immediately preceding the date on which the Holder delivers the

relevant Notice of Conversion is at least $16.30 (subject to adjustment at the same time and in the same manner as the Conversion

Price as provided in Section 7.7), unless the Corporation otherwise consents to such conversion in its sole discretion, or

(b) in all events from the date of any Fundamental Change Repurchase Notice or Redemption Notice until 5:00 p.m. New York City

time on the Business Day immediately preceding the later of the effective date of any Fundamental Change and the Fundamental Change Repurchase

Date or any Redemption Date, as the case may be, into such number of fully paid and non-assessable shares of Common Stock as is determined

by dividing (i) the applicable Accrued Value as of the Conversion Date by (ii) the applicable Conversion Price in effect as

of the Conversion Date. The “Conversion Price” shall initially be equal to $10.8160. The rate at which shares of

Series C Convertible Preferred Stock may be converted into shares of Common Stock shall be subject to adjustment as provided in this

Section 7. In the event any shares of Series C Convertible Preferred Stock are to be repurchased by the Corporation pursuant

to Section 9.1 or redeemed by the Corporation pursuant to Section 10.1, the Conversion Rights of the shares designated

for repurchase or redemption shall terminate at the close of business on the second Business Day immediately preceding the relevant Fundamental

Change Repurchase Date or Redemption Date, unless the applicable Fundamental Change Repurchase Price or Redemption Price is not paid in

full on such Fundamental Change Repurchase Date or Redemption Date, as the case may be (including by way of deposit of funds in trust

pursuant to Section 9.4 or Section 10.3, as applicable), in which case the Conversion Rights for such shares shall

continue until such price is paid in full.

7.2           Fractional

Shares. The Corporation shall not issue any fractional shares of Common Stock upon conversion of Series C Convertible Preferred

Stock and in the event that any conversion of the shares of Series C Convertible Preferred Stock would result in the issuance of

a fractional share, the number of shares of Common Stock issued or issuable to such Holder shall be rounded up to the nearest whole share

of Common Stock. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total

number of shares of Series C Convertible Preferred Stock the Holder is at the time converting into Common Stock and the aggregate

number of shares of Common Stock issuable to such Holder upon such conversion.

7.3           Procedures

for Conversion; Effect of Conversion.

(a)           Procedures

for Holder Conversion. Holders shall effect conversions by providing the Corporation with a written notice of conversion (a “Notice

of Conversion”) delivered in accordance with Section 13 on any Business Day (such Business Day, the “Conversion

Date”). Each Notice of Conversion shall specify the number of shares of Series C Convertible Preferred Stock to be converted.

The shares of Common Stock shall be deemed to have been issued, and the Holder or any other Person so designated to be deemed to have

become a holder of record of such shares for all purposes, as of the close of business on the Conversion Date (prior to the close of business

on the Conversion Date, the Common Stock issuable upon conversion of Series C Convertible Preferred Stock shall not be outstanding,

or deemed to be outstanding, for any purpose and Holders shall have no rights, powers, preferences or privileges with respect to such

Common Stock by virtue of holding Series C Convertible Preferred Stock). To effect conversions of shares of Series C Convertible

Preferred Stock in certificated form, a Holder shall not be required to surrender the certificate(s) representing the shares of Series C

Convertible Preferred Stock to the Corporation unless all of the shares of Series C Convertible Preferred Stock represented thereby

are so converted, in which case such Holder shall deliver the certificate representing such shares of Series C Convertible Preferred

Stock promptly following the Conversion Date at issue. Conversions of less than the total amount of shares of Series C Convertible

Preferred Stock represented by a certificate held by the Holder will have the effect of lowering the outstanding number of shares of Series C

Convertible Preferred Stock held by such Holder by an amount equal to the number of such shares so converted, as if the original stock

certificate(s) were cancelled and one or more new stock certificates evidencing the new number of shares of the Series C Convertible

Preferred Stock were issued; provided, however, that in such cases the Holder may request that the Corporation deliver to

the Holder a certificate representing such non-converted shares of Series C Convertible Preferred Stock; provided, further,

that the failure of the Corporation to deliver such new certificate shall not affect the rights of the Holder to submit a further Notice

of Conversion with respect to such Series C Convertible Preferred Stock and, in any such case, the Holder shall be deemed to have

submitted the original of such new certificate at the time that it submits such further Notice of Conversion. To effect the conversion

of shares of any Series C Convertible Preferred Stock, Holders must comply with the applicable procedures established from time to

time by the Transfer Agent and, in the case of Global Preferred Shares, The Depository Trust Company (The Depository Trust Company or

any successor thereto, “DTC”). Not later than 10:00 am (New York City time) on the second Trading Day after each Conversion

Date if shares are to be delivered in book-entry form or within five (5) Business Days otherwise (or, if later, the Trading Day after

the Holder has paid in full any applicable transfer taxes and duties) (the “Share Delivery Date”), the Corporation

shall deliver, or cause to be delivered (through the facilities of DTC and the Transfer Agent or in certificated form, as applicable),

to the converting Holder the number of shares of Common Stock being acquired upon the conversion of the Series C Convertible Preferred

Stock. If, in the case of any Notice of Conversion, such shares of Common Stock are not delivered to the applicable Holder or as directed

by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation in accordance

with Section 13 at any time on or before its receipt of such shares of Common Stock, to rescind such conversion, in which

event the Corporation shall promptly return to the Holder any original Series C Convertible Preferred Stock certificate delivered

to the Corporation and the Holder shall promptly return to the Corporation the shares of Common Stock issued to such Holder pursuant to

the rescinded Notice of Conversion.

(b)           All

shares of Series C Convertible Preferred Stock which shall have been surrendered for conversion as herein provided (but subject to

the last sentence of Section 7.3(a)) shall no longer be deemed to be outstanding and all rights with respect to such shares,

including the rights, if any, to receive notices and to vote, shall immediately cease and terminate at the time of conversion, except

only the right of the Holders thereof to receive shares of Common Stock in exchange therefor based on the Accrued Value as of such date

as determined in accordance with this Certificate of Designations. Any shares of Series C Convertible Preferred Stock so converted

shall be retired and canceled and shall not be reissued as shares of such series, and the Corporation (without the need for stockholder

action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of the Series C

Convertible Preferred Stock accordingly and restore such shares to the status of authorized but unissued shares of Preferred Stock.

7.4           Limitation

on Conversion Rights.

(a)           Ownership

Limitation. Notwithstanding anything to the contrary in this Certificate of Designations, no shares of Common Stock will be issued

or delivered upon any proposed conversion, redemption or repurchase of any Series C Convertible Preferred Stock of any Holder thereof,

and no Series C Convertible Preferred Stock of any Holder thereof will be convertible, in each case to the extent, and only to the

extent, that such issuance, delivery, conversion or convertibility would cause such Holder to become, directly or indirectly, a Beneficial

Owner of a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. For these purposes, beneficial ownership

and calculations of percentage ownership will be determined in accordance with Rule 13d-3 under the Exchange Act. For purposes of

this Section 7.4 only, a Person shall be deemed the “Beneficial Owner” of and shall be deemed to beneficially

own any shares Common Stock that such Person or any of such person’s affiliates (as defined in Rule 12b-2 under the Exchange

Act) or associates (as defined in Rule 12b-2 under the Exchange Act) is deemed to beneficially own, together with any Common Stock

beneficially owned by any other persons whose beneficial ownership would be aggregated with such Person for purposes of Section 13(d) of

the Exchange Act. Subject to the following proviso, for purposes of this Section 7.4 only, beneficial ownership shall

be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder

as in effect on the date hereof; provided that the number of shares of Common Stock beneficially owned by such Person and its affiliates

and associates and any other persons whose beneficial ownership would be aggregated with such Person for purposes of Section 13(d) of

the Exchange Act shall include the number of shares of Common Stock issuable upon exercise or conversion of any of the Corporation’s

securities or rights to acquire the Common Stock, whether or not such securities or rights are currently exercisable or convertible or

are exercisable or convertible only after the passage of time (including the number of shares of Common Stock issuable upon conversion

of the Series C Convertible Preferred Stock in respect of which the beneficial ownership determination is being made), but shall

exclude the number of shares of Common Stock that would be issuable upon (A) conversion of the remaining, unconverted portion of

any Series C Convertible Preferred Stock beneficially owned by such Person or any of its affiliates or associates and any other persons

whose beneficial ownership would be aggregated with such Person for purposes of Section 13(d) of the Exchange Act and (B) exercise

or conversion of the unexercised or unconverted portion of any of the Corporation’s other securities subject to a limitation on

conversion or exercise analogous to the limitation contained herein beneficially owned by such Person or any of its affiliates or associates

and any other persons whose beneficial ownership would be aggregated with such Person for purposes of Section 13(d) of the Exchange

Act. For the avoidance of doubt, the term “Beneficial Owner” as used in this Section 7.4 shall not include (i) with

respect to any Global Preferred Share, the nominee of the depositary for such Global Preferred Share or any Person having an account with

such depositary or its nominee or (ii) with respect to any certificated Share, the Holder of such certificated Share unless, in each

case, such nominee, account holder or Holder shall also be a Beneficial Owner of such Share.

(b)           Conversions

Void. Any purported conversion (and delivery of shares of Common Stock upon conversion of the Series C Convertible Preferred

Stock) will be void and have no effect to the extent, but only to the extent, that such conversion and delivery would result in any Holder

becoming the Beneficial Owner of shares of Common Stock outstanding at such time in excess of the Beneficial Ownership Limitation. For

the avoidance of doubt, a Holder or the Corporation, as the case may be, may effect a conversion up to the Beneficial Ownership Limitation,

subject to the other requirements of this Certificate of Designations applicable to such conversion.

on Conversion. Except as otherwise provided herein, if any consideration otherwise due upon the proposed conversion of any shares

of Series C Convertible Preferred Stock pursuant to a conversion is not delivered as a result of the Beneficial Ownership Limitation,

then the Corporation’s obligation to deliver such consideration will not be extinguished, and the Corporation will deliver such

consideration (and the relevant shares of Series C Convertible Preferred Stock shall be deemed converted) in accordance with the

provisions under Section 7.3 or Section 8, as the case may be, on or as promptly as practicable after the date

sixty-one (61) days after the earlier of (A) the applicable Holder giving notice to the Corporation (i) that after such delivery,

the Beneficial Ownership Limitation would not be exceeded or (ii) requesting such delivery, or (B) the 90th day following the

proposed Conversion Date. A Holder will provide evidence as soon as reasonably practicable after its Beneficial Ownership is such that

additional shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock may be delivered without causing

such Holder’s Beneficial Ownership to exceed the Beneficial Ownership Limitation.

(d)           Requisite

Stockholder Approval. Notwithstanding anything to the contrary herein, the number of shares of Common Stock deliverable per share

of Series C Convertible Preferred Stock upon conversion, redemption or repurchase of the Series C Convertible Preferred Stock

shall not exceed the Conversion Share Cap unless the Corporation shall have obtained the Requisite Stockholder Approval.

(e)           Effect

of Conversion Limitations. For the avoidance of doubt, (i) the limitations under this Section 7.4 shall apply in

respect of all deliveries of Common Stock hereunder, including optional conversions pursuant to Section 7 hereof, Mandatory

Conversions pursuant to Section 8 hereof (including in fulfillment of any additional amount due pursuant to the proviso to

Section 8.1), in respect of any portion of the Fundamental Change Repurchase Price due in respect of a Fundamental Change

pursuant to Section 9 hereof and in respect of any portion of the Redemption Price due in respect of an Optional Redemption

pursuant to Section 10 hereof and (ii) until the consideration due upon the optional conversion, Mandatory Conversion,

Fundamental Change Repurchase or Optional Redemption of any shares of Series C Convertible Preferred Stock that would have been delivered

but for this Section 7.4 is delivered, such Shares shall be deemed not to have been converted, redeemed or repurchased, as

the case may be; however, (A) with respect to conversion restricted by Section 7.4(a), dividends shall cease to

accumulate thereon on the proposed Conversion Date, Redemption Date or Fundamental Change Repurchase Date, as the case may be, and the

consideration ultimately paid out in respect thereof shall not be increased to take into account any dividends on or after the proposed

Conversion Date, Redemption Date or Fundamental Change Repurchase Date, as the case may be, and (B) with respect to conversion restricted

by Section 7.4(d), the Common Stock consideration due upon the optional conversion, Mandatory Conversion, Fundamental Change

Repurchase or Optional Redemption of any shares of Series C Convertible Preferred Stock that would have been delivered but for this

Section 7.4(d) shall be payable solely in cash in an amount equal to (x) the number of such shares of Common Stock

that would have been delivered but were not actually delivered as a result of Section 7.4(d) multiplied by (y) the

then applicable Relevant Price; provided, that, for the avoidance of doubt, this clause (B) shall no longer apply after the

Corporation has obtained the Requisite Stockholder Approval.

7.5           Reservation

of Stock. The Corporation shall, at all times when any shares of Series C Convertible Preferred Stock are outstanding, reserve

and keep available out of its authorized but unissued shares of Capital Stock, solely for the purpose of issuance upon the conversion

of the Series C Convertible Preferred Stock, for each share of then outstanding Series C Convertible Preferred Stock, the number

of shares of Common Stock issuable upon the conversion thereof pursuant to Section 7.1 based on the then applicable Conversion

Price (taking into account any adjustment to such number of shares so issuable in accordance with Section 7.7 hereof), determined

by assuming (x) initially, Compounded Returns through the June 30, 2029 Dividend Payment Date and (y) prior to the start

of each successive three-year period commencing on June 30, 2029, Compounded Returns for the next three-year period following the

preceding one; provided, that in no event shall the Corporation be required to reserve Common Stock in excess of its authorized

Common Stock. In the event that any such reservation of shares shall be determined by the Corporation to be insufficient in light of the

circumstances, the Corporation shall promptly adjust such reservation amount. In the event that the Corporation would be required to reserve

Common Stock in excess of its authorized Common Stock, the Corporation will use its best efforts to increase its number of authorized

shares of Common Stock as necessary to satisfy its obligations under this Certificate of Designations as promptly as reasonably practicable.

The Corporation shall take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without

violation of any applicable Law or governmental regulation and shall use commercially reasonable efforts to take all such actions as may

be necessary to assure that all such shares of Common Stock may be so issued without violation of any requirements of any securities exchange

upon which shares of Common Stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation

upon each such issuance). The Corporation shall not close its books against the transfer of any of its Capital Stock in any manner which

would prevent the timely conversion of the shares of Series C Convertible Preferred Stock.

7.6           No

Charge or Payment. The issuance of certificates for shares of Common Stock upon conversion of shares of Series C Convertible

Preferred Stock pursuant to this Certificate of Designations shall be made without payment of additional consideration by, or other charge,

cost or tax to, the Holder in respect thereof. The Corporation shall pay any and all issue and other similar taxes that may be payable

in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series C Convertible Preferred Stock

pursuant to this Certificate of Designations. The Corporation shall not, however, be required to pay any tax which may be payable in respect

of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series C

Convertible Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the Person requesting

such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that

such tax has been paid.

7.7           Adjustment

to Conversion Price and Number of Conversion Shares. The Conversion Price shall be adjusted from time to time by the Corporation if

any of the following events occurs, except that the Corporation shall not make any adjustments to the Conversion Price if Holders of the

Series C Convertible Preferred Stock participate (other than in the case of (x) a share split or share combination or (y) a

tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the

Series C Convertible Preferred Stock, in any of the transactions described in Sections 7.7(a), (b), (c), (d) or

(e), without having to convert their Series C Convertible Preferred Stock, as if they held a number of shares of Common Stock

equal to the number of shares of Common Stock into which the number of Shares held by such Holder are then convertible pursuant to Section 7.1

(without regard to any limitations on conversion).

(a)           Subdivisions,

Combinations and Stock Dividends. If the Corporation exclusively issues shares of Common Stock as a dividend or distribution on all

or substantially all shares of the Common Stock, or if the Corporation effects a share split or share combination (in each case excluding

an issuance solely pursuant to a Reorganization Event, as to which the provisions of Section 7.7(f) shall apply), the

Conversion Price shall be adjusted based on the following formula:

where,

CP0

the Conversion Price in effect immediately prior to the close of business on the Record Date of such dividend or distribution, or immediately

prior to the open of business on the Effective Date of such share split or share combination, as applicable;

CP’ =

the Conversion Price in effect immediately after the close of business on such Record Date or immediately after the open of business

on such Effective Date, as applicable;

OS0

the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior

to the open of business on such Effective Date, as applicable (before giving effect to any such dividend, distribution, split or combination);

and

OS’ =

the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share

combination.

Any adjustment made under this Section 7.7(a) shall

become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the

open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the

type described in this Section 7.7(a) is declared but not so paid or made, the Conversion Price shall be immediately

readjusted, effective as of the date the Board determines not to pay such dividend or distribution, to the Conversion Price that would

then be in effect if such dividend or distribution had not been declared.

(b)           Rights

Offerings. If the Corporation distributes to all or substantially all holders of the Common Stock any rights, options or warrants

(other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which Section 7.7(c) shall

apply) entitling them, for a period of not more than sixty (60) calendar days after the announcement date of such distribution, to subscribe

for or purchase shares of the Common Stock at a price per share that is less than the arithmetic average of the Daily VWAPs of the Common

Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement

of such distribution, the Conversion Price shall be decreased based on the following formula:

where,

CP0

the Conversion Price in effect immediately prior to the close of business on the Record Date for such distribution;

CP'

the Conversion Price in effect immediately after the close of business on such Record Date;

OS0

the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date;

X =

the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y =

the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by

the arithmetic average of the Daily VWAPs of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the

Trading Day immediately preceding the date of announcement of the distribution of such rights, options or warrants.

Any decrease made under this Section 7.7(b) shall

be made successively whenever any such rights, options or warrants are distributed and shall become effective immediately after the close

of business on the Record Date for such distribution. To the extent that shares of the Common Stock are not delivered after the expiration

of such rights, options or warrants (including as a result of such rights, options or warrants not being exercised), the Conversion Price

shall be increased to the Conversion Price that would then be in effect had the decrease with respect to the distribution of such rights,

options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights,

options or warrants are not so distributed, the Conversion Price shall be increased to the Conversion Price that would then be in effect

if such Record Date for such distribution had not occurred.

For purposes of this Section 7.7(b),

in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at

less than such arithmetic average of the Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on, and including,

the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate offering price

of such shares of Common Stock, there shall be taken into account any consideration received by the Corporation for such rights, options

or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined

by the Corporation in good faith.

Property; Spin-Offs. If the Corporation distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property

of the Corporation or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders

of the Common Stock, excluding (i) dividends, distributions, rights, options or warrants as to which an adjustment was effected (or

would be required without regard to Section 7.7(j)) pursuant to Section 7.7(a) or Section 7.7(b),

(ii) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 7.7(d) shall

apply, (iii) Spin-Offs as to which the provisions set forth below in this Section 7.7(c) shall apply, (iv) except

as otherwise described in Section 7.7(g), rights issued or otherwise distributed pursuant to a stockholder rights plan and

(v) a distribution solely pursuant to a Reorganization Event, as to which the provisions of Section 7.7(1) shall

apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire

Capital Stock or other securities, the “Distributed Property”), then the Conversion Price shall be decreased based

on the following formula:

where,

CP0

the Conversion Price in effect immediately prior to the close of business on the Record Date for such distribution;

CP'

the Conversion Price in effect immediately after the close of business on such Record Date;

SP0

the arithmetic average of the Daily VWAPs of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the

Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV =

the fair market value (as determined by the Corporation in good faith) of the Distributed Property with respect to each outstanding share

of the Common Stock on the Ex-Dividend Date for such distribution.

Any decrease made under the portion of this Section 7.7(c) above

shall become effective immediately after the close of business on the Record Date for such distribution. To the extent such distribution

is not so paid or made, the Conversion Price shall be increased to the Conversion Price that would then be in effect had the adjustment

been made on the basis of only the distribution, if any, actually made or paid. Notwithstanding the foregoing, if “FMV” (as

defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing decrease, each Holder

of a Share shall receive, in respect of each such Share, at the same time and upon the same terms as holders of the Common Stock receive

the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of

shares of Common Stock that such Share would have been convertible into at the Conversion Price in effect on the Record Date for the distribution.

If the Corporation in good faith determines the “FMV” (as defined above) of any distribution for purposes of this Section 7.7(c) by

reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over

the same period used in computing the Daily VWAPs of the Common Stock over the 10 consecutive Trading Day period ending on, and including,

the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

the Corporation distributes or dividends shares of Capital Stock of any class or series, or similar equity interests, of or relating to

a Subsidiary or other business unit of the Corporation to all or substantially all holders of the Common Stock (other than solely pursuant

to (x) a Reorganization Event, as to which the provisions of Section 7.7(f) shall apply; or (y) a tender offer

or exchange offer for shares of the Common Stock, as to which the provisions of Section 7.7(e) shall apply), and such

Capital Stock or equity interests are listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S.

national securities exchange (a “Spin-Off”), then the Conversion Price shall be decreased based on the following

formula:

where,

CP0

the Conversion Price in effect immediately prior to the end of the Valuation Period;

CP'

the Conversion Price in effect immediately after the end of the Valuation Period;

FMV0

the product of (x) the arithmetic average of the Daily VWAPs per share or unit of the Capital Stock or equity interests distributed

to holders of the Common Stock (determined by reference to the definitions of Daily VWAP, Trading Day and Market Disruption Event as

if references therein to Common Stock (or its securities exchange ticker) were instead references to such Capital Stock or similar equity

interests (or its securities exchange ticker)) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend

Date of the Spin-Off (the “Valuation Period”); and (y) the number of shares or units of such Capital Stock or

equity interests distributed per share of Common Stock in such Spin-Off; and

MP0

the arithmetic average of the Daily VWAPs of the Common Stock for each Trading Day in the Valuation Period.

The decrease to the Conversion

Price under the preceding paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided

that in respect of any conversion of Series C Convertible Preferred Stock, if the relevant Conversion Date occurs during the Valuation

Period, references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days

as have elapsed from, and including, the Ex-Dividend Date of such Spin-Off to, and including, the Conversion Date in determining the Conversion

Price for such conversion. To the extent any dividend or distribution of the type described above in this Section 7.7(c) is

declared but not made or paid, the Conversion Price will be readjusted to the Conversion Price that would then be in effect had the adjustment

been made on the basis of only the dividend or distribution, if any, actually made or paid.

(d)           Cash

Dividends. If any cash dividend or distribution is made to all or substantially all holders of the Common Stock, the Conversion Price

shall be adjusted based on the following formula:

where,

CP0

the Conversion Price in effect immediately prior to the close of business on the Record Date for such dividend or distribution;

CP'

the Conversion Price in effect immediately after the close of business on the Record Date for such dividend or distribution;

SP0

the Closing Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;

and

C =

the amount in cash per share the Corporation distributes to all or substantially all holders of the Common Stock.

Any decrease pursuant to this Section 7.7(d) shall

become effective immediately after the close of business on the Record Date for such dividend or distribution. To the extent such dividend

or distribution is not so paid, the Conversion Price shall be increased, effective as of the date the Board determines not to make or

pay such dividend or distribution, to be the Conversion Price that would then be in effect had the adjustment been made on the basis of

only the dividend or distribution, if any, actually made or paid. Notwithstanding the foregoing, if “C” (as defined above)

is equal to or greater than “SPo” (as defined above), in lieu of the foregoing increase, each Holder of a Share shall receive,

in respect of each such Share, at the same time and upon the same terms as holders of shares of the Common Stock, the amount of cash that

such Holder would have received if such Holder owned a number of shares of Common Stock that such Share would have been convertible into

at the Conversion Price in effect on the Record Date for the distribution.

(e)           Tender

and Exchange Offers. If the Corporation or any of its Subsidiaries make a payment in respect of a tender or exchange offer for the

Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act (or

any successor rule)), to the extent that the cash and value of any other consideration included in the payment per share of the Common

Stock (determined as of the expiration time of such offer by the Corporation in good faith) exceeds the Closing Price per share of the

Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange

offer (as it may be amended), then the Conversion Price shall be decreased based on the following formula:

where,

CP0

the Conversion Price in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including,

the Trading Day next succeeding the date such tender or exchange offer expires;

CP'

the Conversion Price in effect immediately after the close of business on the 10th Trading Day immediately following, and including,

the Trading Day next succeeding the date such tender or exchange offer expires;

AC =

the aggregate value, as of the time such tender or exchange offer expires, of all cash and other consideration paid for shares of Common

Stock purchased or exchanged in such tender or exchange offer (such aggregate value to be determined, other than with respect to cash,

by the Corporation in good faith);

OS0

the number of shares of Common Stock outstanding immediately prior to the time such tender or exchange offer expires (including all shares

of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS'

the number of shares of Common Stock outstanding immediately after the time such tender or exchange offer expires (excluding all shares

of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP'

the arithmetic average of the Daily VWAPs of the Common Stock over the 10 consecutive Trading Day period commencing on, and including,

the Trading Day next succeeding the date such tender or exchange offer expires.

The decrease to the Conversion

Price under this Section 7.7(e) shall occur at the close of business on the 10th Trading Day immediately following, and

including, the Trading Day next succeeding the date such tender or exchange offer expires; provided that in respect of any conversion

of Series C Convertible Preferred Stock, if the relevant Conversion Date occurs during the 10 Trading Days immediately following,

and including, the Trading Day next succeeding the expiration date of any tender or exchange offer, references to “10” or

“10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and

including, the Trading Day next succeeding the date that such tender or exchange offer expires to, and including, the Conversion Date

in determining the Conversion Price for such conversion.

To the extent such tender

or exchange offer is announced but not consummated (including as a result of being precluded from consummating such tender or exchange

offer under applicable law), or any purchases or exchanges of shares of Common Stock in such tender or exchange offer are rescinded, the

Conversion Price will be readjusted to the Conversion Price that would then be in effect had the adjustment been made on the basis of

only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer.

(f)            Adjustment

for Reorganization Events. If there shall occur any:

(i)           recapitalization,

reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the

Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value or (z) stock splits

and stock combinations that do not involve the issuance of any other series or class of securities);

(ii)          consolidation,

merger, combination or binding or statutory share exchange involving the Corporation;

(iii)         sale,

lease or other transfer of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole, to any Person;

(iv)         other

similar event,

each case, as a result of which, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other

securities, cash or other property, or any combination of the foregoing (a “Reorganization Event”), then following

any such Reorganization Event, each share of Series C Convertible Preferred Stock shall remain outstanding and be convertible into

the number, kind and amount of securities, cash or other property which a Holder would have received in such Reorganization Event had

such Holder converted its shares of Series C Convertible Preferred Stock into the applicable number of shares of Common Stock immediately

prior to the effective date of the Reorganization Event using the Conversion Price applicable immediately prior to the effective date

of such Reorganization Event (the “Reference Property”); and, in such case, appropriate adjustment shall be made in

the application of the provisions set forth in this Section 7.7 with respect to the rights and interests thereafter of the

Holders, to the end that the provisions set forth in this Section 7.7 (including provisions with respect to changes in and

other adjustments of the Conversion Price, to the extent the Reference Property consists of property other than cash and the Holders do

not participate, on an as-converted basis, in applicable events with respect thereto) and Section 9 shall thereafter be applicable

in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series C Convertible Preferred

Stock. The Corporation (or any successor thereto) shall, no later than the Business Day after the effective date of such Reorganization

Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other

property that each share of Series C Convertible Preferred Stock will be convertible into under this Section 7.7(f).

Failure to deliver such notice shall not affect the operation of this Section 7.7(f). The Corporation shall not enter into

any agreement for a transaction constituting a Reorganization Event unless (i) such agreement provides for, or does not interfere

with or prevent (as applicable), conversion of the Series C Convertible Preferred Stock in a manner that is consistent with and gives

effect to this Section 7.7(f) and (ii) to the extent that the Corporation is not the surviving corporation in such

Reorganization Event or will be dissolved in connection with such Reorganization Event, proper provision shall be made (as determined

by the Corporation in good faith) in the agreements governing such Reorganization Event for the conversion of the Series C Convertible

Preferred Stock into the Reference Property and the assumption by such Person of the obligations of the Corporation under this Certificate

of Designations.

If the Reorganization Event

causes the Common Stock to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined

based in part upon any form of stockholder election), then for the purposes of this Section 7.7(f), the Reference Property

into which the Series C Convertible Preferred Stock shall be convertible shall be deemed to be the weighted average of the types

and amounts of consideration per share actually received by holders of Common Stock. The Corporation shall notify holders and the Transfer

Agent of the weighted average as soon as practicable after such determination is made.

(g)           Stockholder

Rights Plans. If the Corporation has a stockholder rights plan in effect upon conversion of the Series C Convertible Preferred

Stock, each share of Common Stock issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and

the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided

by the terms of any such stockholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of

Series C Convertible Preferred Stock, the rights have separated from the shares of Common Stock in accordance with the provisions

of the applicable stockholder rights plan, the Conversion Price shall be adjusted at the time of separation as if the Corporation distributed

to all or substantially all holders of the Common Stock Distributed Property as provided in Section 7.7(c), subject to readjustment

in the event of the expiration, termination or redemption of such rights.

(h)           Participating

Dividends. Without limitation of Section 6.4, in the event the Corporation shall make or issue, or, if earlier, fix a

Record Date for the determination of holders of Common Stock entitled to receive, a dividend or distribution of cash or property (other

than Common Stock) the Corporation shall simultaneously declare and pay a dividend in cash or such other property on the Series C

Convertible Preferred Stock (each, a “Participating Dividend”) on a pro rata basis with the Common Stock determined

on an as-converted basis assuming all Series C Convertible Preferred Stock then outstanding had been converted pursuant to Section 7

(without regard to the limitations on convertibility set forth in the first sentence of Section 7.1, but subject to the

other limitations set forth therein, including Section 7.4(d)) as of immediately prior to the Record Date of the applicable

dividend (or if no Record Date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be

determined).

(i)            Rounding;

Par Value. All calculations under Section 7 shall be made to the nearest 1/10,000th of a cent or to the nearest 1/10,000th

of a share, as the case may be (with 5/100,000ths rounded upward). No adjustment in the Conversion Price shall reduce the Conversion Price

below the then par value of the Common Stock.

(j)            Adjustment

Deferral. If an adjustment to the Conversion Price otherwise required by this Certificate of Designations would result in a change

of less than one percent (1%) to the Conversion Price, then the Corporation may, at its election, defer such adjustment, except that all

such deferred adjustments must be given effect immediately upon the earliest of the following: (1) when all such deferred adjustments

would result in a change of at least one percent (1%) to the Conversion Price; (2) the Conversion Date of any share of Series C

Convertible Preferred Stock; (3) the effective date of any Fundamental Change; (4) the date of any Redemption Notice; (5) the

date of any Mandatory Conversion Notice; and (6) the occurrence of any vote of the stockholders of the Corporation.

(k)           Certificate

as to Adjustment.

(i)           Promptly

following any adjustment of the Conversion Price, the Corporation shall furnish to each Holder at the address specified for such Holder

in the books and records of the Corporation (or at such other address as may be provided to the Corporation in writing by such Holder,

which may be an electronic mail address) a certificate of an officer of the Corporation setting forth in reasonable detail such adjustment

and the facts upon which it is based and certifying the calculation thereof.

(ii)          As

promptly as reasonably practicable following the receipt by the Corporation of a written request by any Holder, but in any event not later

than thirty (30) days thereafter, the Corporation shall furnish to such Holder a certificate of an officer of the Corporation certifying

the Conversion Price then in effect and the number of Conversion Shares or the amount, if any, of other shares of stock, securities or

assets then issuable to such Holder upon conversion of the shares of Series C Convertible Preferred Stock held by such Holder.

(l)            Notices.

In the event that the Corporation shall take a record of the holders of its Common Stock (or other Capital Stock or securities at the

time issuable upon conversion of the Series C Convertible Preferred Stock) for the purpose of entitling or enabling them to receive

any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any

shares of Capital Stock of any class or any other securities, or to receive any other security, then, unless the Corporation has previously

publicly announced such information (including through filing such information with the SEC), the Corporation shall send or cause to be

sent to each at the address specified for such Holder in the books and records of the Corporation (or at such other address as may be

provided to the Corporation in writing by such Holder, which may be an electronic mail address) at least ten (10) calendar days prior

to the applicable record date, the record date for such dividend, distribution, meeting or consent or other right or action, and a description

of such dividend, distribution or other right or action to be taken at such meeting or by written consent.

(m)          Non-Circumvention.

For the avoidance of doubt, the adjustments provided in this Section 7.7 may not result in the Holders exceeding the Beneficial

Ownership Limitation or, until such time as the Requisite Stockholder Approval has been obtained, the Conversion Share Cap per share of

Series C Convertible Preferred Stock.

8.             Mandatory

Conversion.

8.1           Mandatory

Conversion Event. On or after the third anniversary of the Initial Issue Date, if at any time (i) the Daily VWAP of the Common

Stock has been at least 200% of the Conversion Price for at least twenty (20) Trading Days (whether or not consecutive) during any thirty

(30) consecutive Trading Days (including the last day of such period) and (ii) the Common Stock Liquidity Conditions are satisfied,

then the Corporation shall have the right (the “Mandatory Conversion Right”), exercisable at its election, to cause

all or any portion of the outstanding shares of Series C Convertible Preferred Stock to convert into Common Stock on the 10th Business

Day following the delivery of the Mandatory Conversion Notice, at the effective applicable Conversion Price on such 10th Business Day

in accordance with Section 7 (such conversion, a “Mandatory Conversion”); provided that, the Corporation

shall pay an additional amount per share of Series C Convertible Preferred Stock (payable in cash, shares of Common Stock valued

based on the Relevant Price (with the number of shares of Common Stock rounded up to the nearest whole share of Common Stock) or a combination

thereof, at the Corporation’s election) equal to the greater of (x) the difference between (i) the Minimum Consideration

as of the Relevant Date and (ii) the value (based on the Relevant Price) of the shares of Common Stock to be delivered upon such

Mandatory Conversion without regard to this proviso and (y) zero.

8.2           Procedural

Requirements. If the Corporation elects to exercise the Mandatory Conversion Right, all Holders of the Series C Convertible Preferred

Stock subject to such Mandatory Conversion shall be sent written notice of the Corporation’s exercise of the Mandatory Conversion

Right, the Mandatory Conversion Time, the calculation of any additional amount payable pursuant to the proviso to Section 8.1

and the proportion of such additional amount to be paid in cash and the proportion to be paid in shares of Common Stock and the place

designated for Mandatory Conversion of such shares of Series C Convertible Preferred Stock pursuant to this Section 8.2

(such notice, the “Mandatory Conversion Notice”) (including to or through DTC and the Transfer Agent, if applicable).

The Corporation shall send such notice setting forth the details and time for such conversion (the time of such conversion, the “Mandatory

Conversion Time”, and the date of which shall constitute a Conversion Date in respect of the Mandatory Conversion) within fifteen

(15) Business Days following the completion of the applicable thirty (30) Trading Day period referred to in Section 8.1. Prior

to the Mandatory Conversion Time specified in the Mandatory Conversion Notice, each Holder shall surrender its certificate or certificates

(if any) for all such shares (or, if such Holder alleges that any such certificate has been lost, stolen or destroyed, a lost certificate

affidavit and bond of indemnity, if requested, in each case reasonably satisfactory to the Corporation) to the Corporation at the place

designated in such notice (or comply with the applicable delivery procedures of the Transfer Agent and DTC, if applicable). If so required

by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer,

in form reasonably satisfactory to the Corporation, duly executed by the Holder or such Holder’s attorney duly authorized in writing.

All rights with respect to the shares of Series C Convertible Preferred Stock converted pursuant to Section 8.1, including

the rights to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding

the failure of the Holder or Holders thereof to surrender the certificates at or prior to such time or comply with the applicable procedures

of the Transfer Agent and DTC), except only the rights of the Holders thereof, upon surrender of their certificate or certificates (or

lost certificate affidavit) therefor or compliance with the applicable procedures of the Transfer Agent and DTC, as applicable, to receive

the items provided for in the next sentence of this Section 8.2. As soon as practicable after the Mandatory Conversion Time

but no later than the Share Delivery Date, the Corporation shall deliver, or cause to be delivered (in certificated form or through the

facilities of the Transfer Agent or DTC, as applicable), to the Holder, or to its nominees, the number of full shares of Common Stock

being acquired upon the conversion of the Series C Convertible Preferred Stock pursuant to this Section 8.2 based on

the Accrued Value as of such date as determined in accordance with this Certificate of Designations, together with any additional amount

payable in cash or shares of Common Stock pursuant to the proviso to Section 8.1; provided, that notwithstanding the

foregoing, if the Corporation elects to deliver shares of its Common Stock in satisfaction of any additional amount payable pursuant to

Section 8.1, subject to the listing rules of any stock exchange on which the Common Stock may then be listed, the Corporation

will use commercially reasonable efforts to deliver to the relevant Holder such Common Stock by the Share Delivery Date but shall not

be in breach of its obligation to deliver such Common Stock for any purposes hereunder until such time as the minimum notice required

under such listing rules following determination of the number of shares deliverable shall have lapsed. Such converted Series C

Convertible Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter

take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of

Series C Convertible Preferred Stock accordingly and restore such shares to the status of authorized but unissued shares of Preferred

Stock.

8.3           Partial

Mandatory Conversion. In the event that the Mandatory Conversion Right is exercised with respect to shares of Series C Convertible

Preferred Stock representing less than all the shares of Series C Convertible Preferred Stock outstanding at such time, the shares

to be converted shall be converted by the Corporation or the Transfer Agent on a pro rata basis based on the then-outstanding shares of

Series C Convertible Preferred Stock or, if applicable, in accordance with the applicable procedures of DTC.

9.             Fundamental

Change.

9.1           Offer

to Repurchase. In connection with any Fundamental Change, the Corporation shall make an offer to repurchase, at the option and election

of the holder thereof, each share of Series C Convertible Preferred Stock then-outstanding (the “Fundamental Change Repurchase

Offer”) at a purchase price per Share (such amount being the “Fundamental Change Repurchase Price”) equal

to the greater of (x) the Minimum Consideration as of the Fundamental Change Repurchase Date and (y) an amount equal to the

value a Holder would have received if they had converted a Share into shares of Common Stock on the Business Day immediately before the

Fundamental Change Repurchase Date; provided that the Fundamental Change Repurchase Price may be paid in cash, shares of Common

Stock (or other securities to be received by a holder of Common Stock in such Fundamental Change) valued based on the Relevant Price (with

the number of shares of Common Stock rounded up to the nearest whole share of Common Stock) or a combination thereof, at the Corporation’s

election; provided, further that the Corporation may not elect to deliver shares of its Common Stock (or other securities

to be received by a holder of Common Stock in such Fundamental Change) in partial or full satisfaction of the Fundamental Change Repurchase

Price, as the case may be, if the Common Stock Liquidity Conditions are not satisfied (determined, in the case of other securities, by

replacing references therein to “Common Stock” with “such securities”)). The Fundamental Change Repurchase

Offer must be made in the Fundamental Change Notice delivered pursuant to Section 9.2 and shall become irrevocable from the

date thereof.

9.2           Notice

of Repurchase.

(a)           The

Corporation shall provide notice of any repurchases offered by the Corporation under Section 9.1 by delivering to the applicable

Holder (including notice to or through DTC, if applicable) a written notice in accordance with Section 9.2(b) (the “Fundamental

Change Notice”).

(b)           The

Fundamental Change Notice shall specify (i) the time and place of repurchase and the applicable Fundamental Change Repurchase Price

for the Series C Convertible Preferred Stock (or the method of determination therefor, and an illustrative calculation of such amount

as if the date of the Fundamental Change Notice were the Relevant Date), (ii) the Holder’s Conversion Rights pursuant to Section 7

hereof, and (iii) the proportion of the Fundamental Change Repurchase Price the Corporation proposes to be paid in cash and the proportion

to be paid in shares of Common Stock, and shall be delivered to each Holder at the address for such Holder last shown on the records of

the Transfer Agent therefor (or such other address provided in writing by such Holder, which may be an electronic mail address), on or

before the thirtieth (30th) calendar day prior to the effective date of a Fundamental Change (or if later, and subject to this Section 9,

promptly after the Corporation discovers a Fundamental Change may occur). Promptly after the close of trading on the second Trading Day

prior to the Fundamental Change Repurchase Date, the Corporation will deliver to the Holders a notice setting forth (x) the calculation

of the Fundamental Change Repurchase Price and (y) the proportion of the Fundamental Change Repurchase Price the Corporation to be

paid in cash and the proportion to be paid in shares of Common Stock, which may only be changed from the proposed proportions set forth

in the Fundamental Change Notice if there is a material difference between the Fundamental Change Repurchase Price and the illustrative

calculation of the Fundamental Change Repurchase Price set forth in the Fundamental Change Notice. The “Fundamental Change Repurchase

Date” shall occur on the date of consummation of the Fundamental Change or, solely in the case of the Corporation discovering

a Fundamental Change may occur following the thirtieth (30th) calendar day prior to the effective date thereof, if such notice is received

by the holders of Series C Preferred Stock less than fifteen (15) Business Days prior to the consummation of such Fundamental Change,

within fifteen (15) Business Days after the consummation of such Fundamental Change (or, if later in the case of a Fundamental Change

described in clause (a) of the definition thereof, within fifteen (15) Business Days after the date on which the Corporation shall

discover the occurrence of such Fundamental Change).

9.3           Payment

of Fundamental Change Repurchase Price. If the funds of the Corporation legally available for the Fundamental Change Repurchase Offer

by the Corporation pursuant to Section 9.1 on any Fundamental Change Repurchase Date are insufficient to repurchase all shares

of the Series C Convertible Preferred Stock being repurchased by the Corporation on such date, those funds which are legally available

will be used first to pay the cash portion of the Fundamental Change Repurchase Price, on a pro rata basis, to the Holders thereof based

on the number of shares of Series C Convertible Preferred Stock then held, for the maximum possible number of shares of the Series C

Convertible Preferred Stock being repurchased in accordance with the aggregate repurchase proceeds payable with respect to the shares

of Series C Convertible Preferred Stock to be repurchased. At any time thereafter when additional funds of the Corporation or its

acquirer, as applicable, become legally available for the repurchase of the Series C Convertible Preferred Stock, such funds will

be used to redeem the balance of the shares of Series C Convertible Preferred Stock which the Corporation was theretofore obligated

to repurchase as provided in the immediately preceding sentence. If the Corporation elects to deliver shares of its Common Stock (or other

securities) in full or partial satisfaction of the Fundamental Change Repurchase Price pursuant to Section 9.1, subject to

the listing rules of any stock exchange on which the Common Stock (or such other securities) may then be listed, it will use commercially

reasonable efforts to deliver to the relevant Holder such Common Stock (or other securities) within two Business Days of the Fundamental

Change Repurchase Date but shall not be in breach of its obligation to deliver such Common Stock (or other securities) for any purposes

hereunder until such time as the minimum notice required under such listing rules following determination of the number of shares

(or other securities) deliverable shall have lapsed. Any shares of Series C Convertible Preferred Stock the Fundamental Change Repurchase

Price for which is not satisfied as of the Fundamental Change Repurchase Date as a result of the circumstances described in this Section 9.3

shall remain outstanding until such shares shall have been repurchased and the Fundamental Change Repurchase Price therefor, as applicable,

shall have been paid or set aside for payment in full (and dividends shall continue to accrue on any such shares of Series C Preferred

Stock that remain outstanding as set forth in Section 11).

9.4           Rights

Terminated. Upon (a) surrender of the certificate or certificates representing the shares of Series C Convertible Preferred

Stock being repurchased (or surrender of such shares in compliance with the procedures established by the Transfer Agent and DTC, if applicable)

pursuant to this Section 9 and delivery of the Fundamental Change Repurchase Price therefor or (b) irrevocable deposit

in trust by the Corporation for Holders pursuant to this Section 9 of an amount in cash and, if applicable a number of shares

of Common Stock (or other securities) comprising the applicable Fundamental Change Repurchase Price for the shares of Series C Convertible

Preferred Stock being repurchased on any Fundamental Change Repurchase Date, each Holder will cease to have any rights as a stockholder

of the Corporation by reason of the ownership of such repurchased shares of Series C Convertible Preferred Stock (except for the

right to receive the Fundamental Change Repurchase Price therefor upon the surrender of the certificate or certificates representing the

repurchased shares or compliance with the procedures established by the Transfer Agent and DTC, if applicable, if such shares have not

been so surrendered), and such repurchased shares of Series C Convertible Preferred Stock will not from and after the date of payment

in full of the Fundamental Change Repurchase Price therefor be deemed to be outstanding.

9.5           Withdrawal

Right. Each Holder shall retain the right to (a) convert shares of Series C Convertible Preferred Stock to be repurchased

pursuant to this Section 9 at any time on or prior to the Fundamental Change Repurchase Date or (b) withdraw a tender

of such shares in the Fundamental Change Repurchase Offer on or prior to the close of business on the Business Day immediately preceding

Fundamental Change Repurchase Date; provided that, where a Holder exercises its rights under (a) or (b) above, the applicable

shares of Series C Convertible Preferred Stock of such Holder shall not be repurchased pursuant to this Section 9.

9.6           No

Requirement to Conduct an Offer to Repurchase Shares if the Fundamental Change Results in the Series C Convertible Preferred Stock

Becoming Convertible into an Amount of Cash Exceeding the Fundamental Change Repurchase Price. Notwithstanding anything to the contrary

in this Section 9, the Corporation will not be required to send a Fundamental Change Notice pursuant to Section 9.2(a),

or offer to repurchase or repurchase any Shares pursuant to this Section 9, in connection with a Reorganization Event that

constitutes a Fundamental Change pursuant to clause (B)(b) of the definition thereof (regardless of whether such Reorganization Event

also constitutes a Fundamental Change pursuant to any other clause of such definition), if (i) the Reference Property of such Reorganization

Event consists entirely of cash in U.S. dollars; (ii) immediately after such Fundamental Change, the shares of Series C Convertible

Preferred Stock become convertible, pursuant to Section 7.7(f), into consideration that consists solely of U.S. dollars in

an amount per Share that equals or exceeds the Fundamental Change Repurchase Price per Share; and (iii) the Corporation timely sends

the notice relating to such Fundamental Change required pursuant to the first paragraph of Section 7.7(f), and includes, in

such notice, a statement that the Corporation is relying on this Section 9.6.

9.7           Treatment

of Existing Credit Agreements. Notwithstanding anything in this Certificate of Designations to the contrary but subject to the terms

set forth herein, the Corporation shall not pay, and shall not be required to pay, any Fundamental Change Repurchase Price unless either

(i) the Obligations (as defined in the respective Existing Credit Agreements) under each of the Existing Credit Agreements (or equivalent

term under any replacement thereof or similar facility) are fully satisfied prior to or simultaneously with such payment of the Fundamental

Change Repurchase Price or (ii) any event of default or covenant breach under each of the Existing Credit Agreements (or any replacement

thereof or similar facility) related to the occurrence of such Fundamental Change and resultant payment obligations hereunder has been

duly waived pursuant to the terms of the respective Existing Credit Agreements (or any replacement thereof or similar facility). If the

funds of the Corporation that may be paid pursuant to the Fundamental Change Repurchase Offer by the Corporation are limited pursuant

to this Section 9.7, on any Fundamental Change Repurchase Date, those funds which are otherwise available will be used first

to pay the cash portion of the Fundamental Change Repurchase Price, on a pro rata basis, to the Holders thereof based on the number of

shares of Series C Convertible Preferred Stock then held, for the maximum possible number of shares of the Series C Convertible

Preferred Stock being repurchased in accordance with the aggregate repurchase proceeds payable with respect to the shares of Series C

Convertible Preferred Stock to be repurchased. At any time thereafter when and to the extent that all Existing Credit Agreements (or any

replacement thereof or similar facility) permit or do not prevent such payment or delivery, such funds will be used to repurchase the

balance of the shares of Series C Convertible Preferred Stock which the Corporation was theretofore obligated to repurchase but for

this Section 9.7. Any shares of Series C Convertible Preferred Stock the Fundamental Change Repurchase Price for which

is not satisfied as of the Fundamental Change Repurchase Date as a result of the circumstances described in this Section 9.7

shall remain outstanding until such shares shall have been repurchased and the Fundamental Change Repurchase Price therefor, as applicable,

shall have been paid or set aside for payment in full (and dividends shall continue to accrue on any such shares of Series C Preferred

Stock that remain outstanding as set forth in Section 11).

10.           Optional

Redemption.

10.1         Right

to Redeem. On or after the fifth anniversary of the Initial Issue Date, the Corporation may redeem all or any portion of the Series C

Convertible Preferred Stock (any such redemption, an “Optional Redemption”) at a redemption price (the “Redemption

Price”) per share equal to the greater of (x) the Minimum Consideration as of the Relevant Date and (y) an amount

equal to the value (calculated based on the Relevant Price) of the number of shares of Common Stock issuable upon conversion at the Conversion

Price as of such Redemption Date, which Redemption Price may be paid in cash, shares of Common Stock valued based on the Relevant Price

(with the number of shares of Common Stock rounded up to the nearest whole share of Common Stock) or a combination thereof, at the Corporation’s

election; provided that the Corporation may not pay any portion of such Redemption Price in shares of Common Stock if the Common

Stock Liquidity Conditions are not satisfied. Any such Optional Redemption in part shall be for a whole number of shares of Series C

Convertible Preferred Stock. Prior to any exercise of its Optional Redemption right, the Board shall have determined in good faith that

there shall be no applicable legal or contractual restrictions on its ability to pay the Redemption Price on the Redemption Date.

10.2         Redemption

Notice.

(a)           In

case the Corporation exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Series C Convertible

Preferred Stock pursuant to Section 10.1, it shall fix a date for redemption (each, a “Redemption Date”)

and it shall deliver a notice of such Optional Redemption (a “Redemption Notice”) not less than 10 nor more than 60

Business Days prior to the Redemption Date to each applicable Holder (including notice to or through DTC, if applicable). The Redemption

Date must be a Business Day.

(b)           Each

Redemption Notice shall specify (i) the time and place of redemption and the applicable Redemption Price for the Series C Convertible

Preferred Stock (or the method of determination therefor), (ii) the Holder’s Conversion Rights pursuant to Section 7

hereof, (iii) the calculation of the Redemption Price, (iv) the proportion of the Redemption Price to be paid in cash and the

proportion to be paid in shares of Common Stock and (iv) in case the Series C Convertible Preferred Stock is to be redeemed

in part only, the number of shares of Series C Convertible Preferred Stock to be redeemed, and shall be delivered to each Holder

in accordance with Section 12.

Redemption Notice shall be irrevocable.

(d)           If

fewer than all of the outstanding shares of Series C Convertible Preferred Stock are to be redeemed pursuant to Section 10.1,

the Transfer Agent shall select the shares of Series C Convertible Preferred Stock to be redeemed (which such number shall be a whole

number) by lot, on a pro rata basis or by another method the Transfer Agent considers to be fair and appropriate (or as required by the

procedures of DTC, if applicable). If any Series C Convertible Preferred Stock selected for partial redemption is submitted for conversion

in part after such selection, the shares of Series C Convertible Preferred Stock submitted for conversion shall be deemed (so far

as may be possible) to be the portion selected for redemption.

10.3         Rights

Terminated. On the applicable Redemption Date, upon delivery of (or irrevocable deposit in trust by the Corporation for Holders of

shares being redeemed pursuant to this Section 10 on such Redemption Date of) an amount in cash and, if applicable, a number

of shares of Common Stock (or other securities) comprising the applicable Redemption Price for the shares of Series C Convertible

Preferred Stock being redeemed on such Redemption Date, each Holder will cease to have any rights as a stockholder of the Corporation

by reason of the ownership of such redeemed shares of Series C Convertible Preferred Stock (except for the right to receive the Redemption

Price therefor), and such redeemed shares of Series C Convertible Preferred Stock will not from and after the date of payment in

full of the Redemption Price therefor be deemed to be outstanding. If the Corporation elects to deliver shares of its Common Stock in

full or partial satisfaction of the Redemption Price pursuant to Section 10.1, subject to the listing rules of any stock

exchange on which the Common Stock may then be listed, it will use commercially reasonable efforts to deliver to the relevant Holder such

Common Stock within two Business Days of the Redemption Date but shall not be in breach of its obligation to deliver such Common Stock

for any purposes hereunder until such time as the minimum notice required under such listing rules following determination of the

number of shares deliverable shall have lapsed.

11.           Remedies

For Nonpayment. If, on any Fundamental Change Repurchase Date or Redemption Date (or, if applicable, such later date as provided in

this Certificate of Designations in relation to a Fundamental Change or Optional Redemption), all of the Shares elected to be repurchased

or redeemed are not repurchased or redeemed in full by the Corporation by paying the entire applicable Fundamental Change Repurchase Price

or Redemption Price then, until such shares are fully repurchased or redeemed and the aggregate Fundamental Change Repurchase Price or

Redemption Price is paid in full, all of the unrepurchased or unredeemed Shares shall remain outstanding and continue to have the rights,

preferences and privileges expressed herein, including the accrual and accumulation of dividends thereon as provided in Section 4;

provided that the Annual Dividend Rate on all of the unrepurchased or unredeemed Shares shall automatically increase by 2.00% per

annum on (and effective as of) the first calendar day following the applicable Fundamental Change Repurchase Date or Redemption Date and

shall continue to increase by 2.00% per annum on each anniversary thereof, up to a total Annual Dividend Rate of 15% per annum, until

such time as the full Fundamental Change Repurchase Price or Redemption Price, as applicable, has been paid in full in respect of all

Shares to be repurchased or redeemed; provided, further that (x) no increase to the Annual Dividend Rate hereunder

shall apply to the extent that the Corporation’s failure to pay the entire applicable Fundamental Change Repurchase Price or Redemption

Price on the Fundamental Change Repurchase Date or Redemption Date (or such later date as provided in this Certificate of Designations)

results from the limitations set forth in Section 7.4 and (y) no increase to the Annual Dividend Rate shall be payable

in respect of unrepurchased or unredeemed Shares in respect of any unpaid Fundamental Change Repurchase Price pursuant to this proviso

for so long as the PIF Investor and its affiliates beneficially own and have the right to vote shares of Capital Stock of the Corporation

representing a majority of the voting power of all classes of Capital Stock of the Corporation.

12.           Payments

to Holders. Any payments of cash made by the Corporation to the Holders on their shares of Series C Convertible Preferred Stock

shall be payable to each such Holder by certified check or wire transfer of immediately available funds to the Holder, as determined by

the Corporation at the time of such payment.

13.           Notices.

Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers and other communications hereunder shall

be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when

received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail

of a PDF document if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours

of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage

prepaid. Such communications must be sent (a) to the Corporation, to its office at Lucid Group, Inc., 7373 Gateway Boulevard,

Newark, CA 94560 (Attention: Legal Department, E-mail: Legal@lucidmotors.com) with a copy (which shall not constitute notice) to Skadden,

Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Palo Alto, CA 94301 (Attention: Thomas J. Ivey, E-mail: thomas.ivey@skadden.com

and Attention: Brian D. Paulson, E-mail: brian.paulson@skadden.com) and (b) to any stockholder, at such Holder’s address at

it appears in the stock records of the Corporation (which may include the records of the Transfer Agent) (or (i) in the case of Global

Preferred Shares, in accordance with the applicable procedures of DTC, or (ii) at such other address for a stockholder as shall be

specified in a notice given in accordance with this Section 13).

14.           Calculations.

Except as otherwise provided in this Certificate of Designations, the Corporation will be responsible for making all calculations called

for under this Certificate of Designations or the Series C Convertible Preferred Stock, including determinations of the Closing Price,

the Daily VWAPs, the Relevant Price, the Minimum Consideration, the Accrued Value and accrued dividends on the Series C Convertible

Preferred Stock, the Conversion Price (including any adjustments to the Conversion Price), any Redemption Price, the Conversion Share

Cap, any Fundamental Change Repurchase Price and the Voting Cap. The Corporation will make all calculations in good faith, and, absent

manifest error, its calculations will be final and binding on all Holders.

15.           Amendment

and Waiver. Any provision of this Certificate of Designations may be amended, modified or waived only by an instrument in writing

executed by the Corporation and the Required Holders, and any such written amendment, modification or waiver will be binding upon the

Corporation and each Holder and each transferee or successor of each Holder.

16.           Book-Entry

Form. Shares of the Series C Convertible Preferred Stock may be issued (or reissued) in the form of one or more global certificates

(“Global Preferred Shares”) to be deposited on behalf of one or more Holders thereof with the Transfer Agent, as custodian

for DTC (or with such other custodian as DTC may direct), and registered in the name of DTC or its nominee; provided that any beneficial

interest in Series C Convertible Preferred Stock held by an affiliate of the Corporation, within the meaning of Rule 144, shall

be assigned a separate CUSIP number at any time such interest is held in the form of Global Preferred Shares. The number of shares of

Series C Convertible Preferred Stock represented by Global Preferred Shares may from time to time be increased or decreased by adjustments

made on the records of the Transfer Agent and DTC to reflect such changes as provided for herein. Members of, or participants in, DTC

shall have no rights under the terms of the shares of Series C Convertible Preferred Stock with respect to any Global Preferred Shares

held on their behalf by DTC or any custodian of DTC or under such Global Preferred Shares, and DTC may be treated by the Corporation,

the Transfer Agent and any agent of the Corporation or the Transfer Agent as the absolute owner of such Global Preferred Shares for all

purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Transfer Agent or any agent of the

Corporation or the Transfer Agent from giving effect to any written certification, proxy or other authorization furnished by DTC or impair,

as between DTC and its members and participants, the operation of customary practices of DTC governing the exercise of the rights of a

holder of a beneficial interest in any Global Preferred Shares.

17.           Tax

Treatment. The Corporation and each Holder, by its acceptance of any Shares hereunder, agree that (i) the Series C Convertible

Preferred Stock is intended to be treated as stock that is not “preferred stock” within the meaning of Section 305 of

the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations promulgated thereunder, and (ii) it will not take

any positions or actions inconsistent with such treatment (including in tax filings) unless otherwise required following an audit in which

the foregoing treatment was diligently defended.

18.           Severability.

If any provision or provisions in this Certificate of Designations shall be held to be invalid, illegal or unenforceable as applied to

any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by Law, the validity, legality and

enforceability of such provision or provisions in any other circumstance and of the remaining provisions in this Certificate of Designations

and the application of such provision or provisions to other persons or entities and circumstances shall not be in any way affected or

impaired thereby and the invalid, illegal or unenforceable provision or the application thereof shall be modified in a manner that is

valid, legal and enforceable and gives effect as nearly as is practicable to the intent of the invalid, illegal or unenforceable provision

or the application thereof.

19.           Facts

Ascertainable. When the terms of this Certificate of Designations refer to a specific agreement or other document or a decision by

any body, person or entity to determine the meaning or operation of a provision hereof, the secretary of the Corporation shall maintain

a copy of such agreement, document or decision at the principal executive offices of the Corporation and a copy thereof shall be provided

free of charge to any stockholder who makes a request therefor.

20.           Counterparts.

This Certificate of Designations may be executed in any number of copies. Each signed copy will be an original, and all of them together

represent the same agreement. Delivery of an executed counterpart of this Certificate of Designations by facsimile, electronically in

portable document format or in any other format will be effective as delivery of a manually or electronically executed counterpart.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned

has executed this Certificate of Designations of the Series C Convertible Preferred Stock this 28th day of April, 2026.

LUCID GROUP, INC.

By:

Name: Taoufiq Boussaid

Title: Chief Financial Officer

[Signature Page to Series C Convertible

Preferred Stock Certificate of Designations]

Exhibit B

FORM OF AMENDMENT TO INVESTOR RIGHTS AGREEMENT

AMENDMENT NO. 7 TO INVESTOR RIGHTS AGREEMENT

April 28, 2026

This Amendment No. 7 (this “Amendment”),

effective as of the date of the Subscription Agreement (as defined below), is made to that certain Investor Rights Agreement, dated as

of February 22, 2021, as amended from time to time (the “Agreement”), by and among (i) Churchill Capital

Corp IV, a Delaware corporation (“PubCo”); (ii) Ayar Third Investment Company, a single shareholder limited liability

company organized under the laws of the Kingdom of Saudi Arabia (“Ayar”); (iii) each of the Persons identified

on the signature pages to the Agreement or on the signature pages to a joinder to the Agreement; and (iv) Churchill Sponsor

IV LLC, a Delaware limited liability company. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given

to such terms in the Agreement.

WHEREAS, in connection with the Business Combination,

PubCo changed its name to “Lucid Group, Inc.”

WHEREAS, as of April 14, 2026, PubCo entered

into that certain Subscription Agreement (the “Subscription Agreement”) with Ayar, and it is a condition to the issuance

and sale of the shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Convertible

Preferred Stock”), by PubCo to Ayar pursuant to the Subscription Agreement (such shares, together with the shares of Common

Stock issuable upon conversion, repurchase or redemption thereof, the “Seventh Placement Shares”) that the Agreement

be amended as set forth in this Amendment;

WHEREAS, pursuant to Section 5.4(b) of

the Agreement, the Agreement may be amended in whole or in part at any time with the express written consent of PubCo and the Holders

holding in the aggregate more than fifty percent (50%) of the Registrable Securities Beneficially Owned by the Holders at such time;

WHEREAS, Ayar holds more than fifty percent (50%)

of the Registrable Securities Beneficially Owned by the Holders as of the date hereof; and

WHEREAS, Ayar and PubCo amend the Agreement as

set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing,

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, all of the parties hereto

mutually agree, with effect as of the date hereof, to the following:

1. The definition of “Registrable Securities” in Section 1.1 of the Agreement is amended to read:

“Registrable Securities” means (a) any shares

of Common Stock, (b) any Warrants or any shares of Common Stock issued or issuable upon the exercise thereof, (c) any Equity

Securities of PubCo that may be issued or distributed or be issuable with respect to the securities referred to in clauses (a) or

(b) by way of conversion, dividend, stock split or other distribution, merger, consolidation, exchange, recapitalization or reclassification

or similar transaction, in each case Beneficially Owned by a Holder as of immediately following the Closing, and (d) with respect

to Ayar only, the Placement Shares, the Second Placement Shares, the Third Placement Shares, the Fourth Placement Shares, the Fifth Placement

Shares, the Prepaid Forward Shares and the Seventh Placement Shares; provided, however, that any such Registrable Securities shall

cease to be Registrable Securities to the extent (A) a Registration Statement with respect to the sale of such Registrable Securities

has become effective under the Securities Act and such Registrable Securities have been sold, transferred, disposed of or exchanged in

accordance with the plan of distribution set forth in such Registration Statement, (B) such Registrable Securities shall have ceased

to be outstanding, (C) such Registrable Securities have been sold to, or through, a broker, dealer or Underwriter in a public distribution

or other public securities transaction or (D)(i) the Holder thereof, together with its, his or her Permitted Transferees, Beneficially

Owns less than one percent (1%) of the shares of Common Stock that are outstanding at such time and (ii) such shares of Common Stock

are eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144

under the Securities Act as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to PubCo’s

transfer agent and the affected Holder (which opinion may assume that such Holder (and any predecessor holder of such shares of Common

Stock) is not, and has not been at any time during the 90 days immediately before the date of such opinion, an Affiliate of PubCo except

with respect to any control determined to be established under this Investor Rights Agreement), as reasonably determined by PubCo, upon

the advice of counsel to PubCo. It is understood and agreed that, for purposes of this Investor Rights Agreement, where reference is made

to Registrable Securities being listed with any securities exchange or automated quotation system, such reference shall not include the

Warrants, the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock, or the Series C Convertible

Preferred Stock (although it shall include the shares of Common Stock issued or issuable upon the exercise or conversion thereof).

2. A new section 3.21 is added at the end of Article III, which reads:

Section 3.21. Shelf Registration of Seventh Placement Shares.

(a)           Section 3.1

Not Applicable. Section 3.1(a) of the Investor Rights Agreement shall not apply to the Seventh Placement Shares. Prior to

the Seventh Shelf Registration Deadline (as defined below), Sections 3.1(b) through 3.1(d) and 3.2 through 3.17 of the

Investor Rights Agreement shall not apply to the Seventh Placement Shares.

(b)           Filing.

PubCo shall use its commercially reasonable efforts to file and cause to become effective under the Securities Act within six (6) months

from the Closing Date (as defined in the Subscription Agreement) (the “Seventh Shelf Registration Deadline”) a Shelf

Registration Statement (it being agreed that the Shelf Registration shall be an Automatic Shelf Registration Statement if PubCo is a Well-Known

Seasoned Issuer at the time of filing), or, if permitted, an amendment or a prospectus supplement to a Shelf Registration Statement then

already filed, covering the resale on a delayed or continuous basis of all Seventh Placement Shares then issued to and Beneficially Owned

by Ayar but not yet covered by a Shelf Registration Statement. PubCo shall maintain such Shelf Registration Statement in accordance with

the terms of this Investor Rights Agreement, and shall prepare and file with the SEC such amendments, including post-effective amendments,

and supplements as may be necessary to keep such Shelf Registration Statement continuously effective, available for use and in compliance

with the provisions of the Securities Act until such time as of which all Registrable Securities registered by such Shelf Registration

Statement have been sold or cease to be Registrable Securities. PubCo shall also use its commercially reasonable efforts to file any replacement

or additional Shelf Registration Statement and use commercially reasonable efforts to cause such replacement or additional Shelf Registration

Statement to become effective prior to the expiration of the initial Shelf Registration Statement filed pursuant to this Section 3.21.

Notwithstanding the foregoing, if the SEC prevents

the Company from including any or all of the Registrable Securities on the Shelf Registration Statement due to limitations on the use

of Rule 415 of the Securities Act for the resale of the Registrable Securities by Ayar, the Shelf Registration Statement shall register

the resale of a number of shares of the Registrable Securities which is equal to the maximum number of shares as is permitted by the SEC,

and, subject to the provisions of this Section 3.21(b), the Company shall continue to its use commercially reasonable efforts to

register all remaining Registrable Securities as set forth in this Section 3.21(b). Notwithstanding anything herein to the contrary,

if the SEC limits the Company’s ability to file, or prohibits or delays the filing of, a Shelf Registration Statement or a Subsequent

Shelf Registration with respect to any or all the Registrable Securities, the Company’s compliance with such limitation, prohibition

or delay solely to the extent of such limitation, prohibition or delay shall not be a breach or default by the Company under this Agreement

and shall not be deemed a failure by the Company to use “commercially reasonable efforts” or “reasonable efforts”

as set forth above or elsewhere in this Agreement.

Sections 5.1, 5.3, 5.4, 5.5, 5.6, 5.7, 5.13

and 5.14 of the Agreement are hereby incorporated into this Amendment, mutatis mutandis. Except as modified and amended herein,

all other terms and provisions of the Agreement will not be amended and will remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused

this Amendment to be duly executed and delivered as of the date first above written.

LUCID GROUP, INC.

By:

Name:

Taoufiq Boussaid

Title:

Chief Financial Officer

[Signature Page to IRA Amendment]

IN WITNESS WHEREOF, the parties hereto have caused

this Amendment to be duly executed and delivered as of the date first above written.

AYAR THIRD INVESTMENT COMPANY

By:

Name:

Turqi A. Alnowaiser

Title:

Authorized Manager

[Signature Page to IRA Amendment]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2611666d2_ex10-2.htm · Sequence: 3

Exhibit 10.2

SUBSCRIPTION AGREEMENT

by and between

LUCID GROUP, INC.

and

SMB HOLDING CORPORATION

Dated as of the Date Set Forth in Schedule 1

This SUBSCRIPTION AGREEMENT is dated as

of the date set forth on Schedule 1 hereto (this “Agreement”), by and between Lucid Group, Inc.,

a Delaware corporation (the “Company”), and SMB Holding Corporation, a Delaware corporation (the “Investor”).

WHEREAS, concurrently with the execution of this

Agreement, the Company is entering into a Second Vehicle Production Agreement with the Investor (the “Second Vehicle Production

Agreement”).

WHEREAS, it is desired that the Company issue

to the Investor in a private placement a number of shares set forth in Schedule 1 (the “Placement Shares”)

of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), equal to (i) $200,000,000

in cash (the “Funding Amount”) divided by (ii) the Purchase Price per Placement Share as set forth in Schedule

I (the “Purchase Price per Placement Share”).

WHEREAS, the Placement Shares are being offered

and sold to the Investor, on the terms and subject to the conditions set forth in this Agreement, without registration under the Securities

Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from the registration requirements under

the Securities Act.

NOW, THEREFORE, in consideration of the foregoing

and the mutual representations, warranties, covenants and agreements contained in this Agreement, the receipt and sufficiency of which

are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Article 1

Definitions

Section 1.01.      Definitions.

(a) As used in this Agreement (including the recitals hereto), the following terms shall have the following meanings:

“Affiliate” means, with respect

to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under

common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to

direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract

or otherwise, including the ability to elect at least a majority of the members of the board of directors or other governing body of

a Person, and the terms “controlled” and “controlling” have correlative meanings.

“Automatic Shelf Registration Statement”

has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.

“Bankruptcy and Equity Exception”

has the meaning set forth in Section 3.03.

“Business Day” means any day

except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed.

“Change of Control” has the

meaning set forth in Section 5.06.

“Closing” has the meaning set

forth in Section 2.02.

“Closing Date” has the meaning

set forth in Section 2.02.

“Common Stock” has the meaning

set forth in the recitals.

“Company Organizational Documents”

means the Company’s Third Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws, each as amended

and/or restated from time to time.

“Company SEC Documents” has

the meaning set forth in Section 3.08.

“Contract” has the meaning

set forth in Section 3.03.

“Effectiveness Date” has the

meaning set forth in Section 8.01.

“Exchange Act” means the Securities

Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Existing Registration Statement”

means the Company’s Registration Statement on Form S-3 ASR (File No. 333-282677), including any amendment or supplement

thereto and any information deemed to be included or incorporated by reference therein.

“FCPA” has the meaning set

forth in Section 3.12.

“Filing Date” has the meaning

set forth in Section 8.01.

“Funding Amount” has the meaning

set forth in the recitals.

“GAAP” means generally accepted

accounting principles in the United States.

“Governmental Authority” means

any government, court, regulatory or administrative agency, arbitrator (public or private), commission or authority, stock exchange or

other legislative, executive or judicial governmental entity (in each case including any self-regulatory organization), whether federal,

state or local, domestic, foreign or multinational.

“Investor Material Adverse Effect”

means any effect, change, event or occurrence that would prevent or materially delay, interfere with, hinder or impair the compliance

by the Investor with its obligations under this Agreement.

“Judgment” means any order,

judgment, injunction, ruling, writ or decree of any Governmental Authority.

“Laws” means all local, state

or federal laws, common law, statutes, ordinances, codes, rules or regulations.

“Lock-up Period” has the meaning

set forth in Section 5.06.

“Losses” has the meaning set

forth in Section 8.04.

“Material Adverse Effect” means

any 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.

“Maximum Number of Securities”

has the meaning set forth in Section 8.07.

“Money Laundering Laws” has

the meaning set forth in Section 3.10.

“Nasdaq” means the Nasdaq Global

Select Market.

“Permitted Transferee” has

the meaning set forth in Section 5.06.

“Person” means an individual,

corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or any other entity,

including a Governmental Authority.

“Piggyback Registration” has the meaning

set forth in Section 8.07.

“Piggyback Registration Statement”

has the meaning set forth in Section 8.07.

“Placement” has the meaning

set forth in Section 2.01.

“Placement Shares” has the

meaning set forth in the recitals.

“Prospectus” has the meaning

set forth in Section 8.04.

“Purchase Price per Placement Share”

has the meaning set forth in the recitals.

“Registrable Shares” has the

meaning set forth in Section 8.02.

“Registration” means a registration

effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act,

and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” means

all expenses incident to the Company’s performance under or compliance with this Agreement to effect the registration of Registrable

Shares in a Shelf Registration Statement pursuant to Section 8.01 or a Piggyback Registration pursuant to Section 8.07,

and the disposition of such securities, including, without limitation, all registration, filing, securities exchange listing and Nasdaq

fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the

Financial Industry Regulatory Authority, including, transfer taxes and fees of transfer agents and registrars, all word processing, duplicating

and printing expenses, the reasonable and documented fees and out-of-pocket expenses of one counsel for the Investor in connection with

the initial filing and effectiveness of the Shelf Registration Statement, and the fees and disbursements of counsel and independent public

accountants for the Company, including the expenses of any special audits or “cold comfort” letters required by or incident

to such performance and compliance.

“Registration Period” has the

meaning set forth in Section 8.02.

“Representatives” means, with

respect to any Person, its officers, directors, principals, partners, managers, members, employees, consultants, agents, financial advisors,

investment bankers, attorneys, accountants, other advisors, and other representatives.

“Restraints” has the meaning

set forth in Section 6.01.

“Sanctions Laws” has the meaning

set forth in Section 3.11.

“SEC” means the Securities

and Exchange Commission.

“Second Vehicle Production Agreement”

has the meaning set forth in the recitals.

“Securities Act” has the meaning

set forth in the recitals.

“Shelf Registration Statement”

has the meaning set forth in Section 8.01.

“Suspension Event” has the

meaning set forth in Section 8.03.

“Taxes” has the meaning set

forth in Section 3.13.

“Underwritten Registration”

or “Underwritten Offering” means a Registration in which securities of the Company are sold to an Underwriter in a

firm commitment underwriting for distribution to the public.

“Underwriter” means a securities

dealer who purchases any Registrable Shares as principal in an Underwritten Offering and not as part of such dealer’s market-making

activities.

“Well-Known Seasoned Issuer”

has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.

Article 2

PRIVATE PLACEMENT

Section 2.01.      Private

Placement. On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver

by the party entitled to the benefit thereof) of the conditions set forth in Article 6, the Investor shall purchase and acquire

from the Company, and the Company shall issue, sell and deliver to the Investor, upon the Investor’s payment of the Funding Amount,

the Placement Shares (such purchase and issuance, the “Placement”). The amounts set forth on Schedule 1 reflect

the actual Purchase Price per Placement Share and the actual number of Placement Shares calculated as set forth in its definition.

Section 2.02.      Closing.

(a) Subject to the terms of this Agreement, the closing of the Placement (the “Closing”) shall occur electronically

on or about 10:00 a.m., New York City time, no later than the first (1st) Business Day following the date of this Agreement, or such

later date as may be mutually agreed by the Investor and the Company (such date, the “Closing Date”);

(b)            At

the Closing:

(i)            the

Investor shall pay the Funding Amount to the Company by wire transfer in immediately available U.S. federal funds to an account designated

by the Company in writing; and

(ii)           the

Company shall deliver to the Investor the Placement Shares, in book-entry form, free and clear of all liens, except restrictions imposed

by applicable securities Laws and as provided in Section 5.05 and Section 5.06 of this Agreement.

Article 3

Representations and Warranties of the Company

The Company represents and warrants to the Investor,

as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date, in which case such representation

and warranty is made as of such date):

Section 3.01.      Organization;

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

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

business as described in the Company’s most recent Annual Report on Form 10-K 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 to so qualify

or to be in good standing would not reasonably be expected to have a Material Adverse Effect.

(b)               Subsidiaries.

Each of the Company’s subsidiaries is 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 the

requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described

in the Company’s most recent Annual Report on Form 10-K 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 reasonably be expected to have a Material Adverse Effect.

Section 3.02.      Description

of Capital Stock; Valid Issuance. (a) The authorized capital stock of the Company, including the Common Stock, conforms as

to legal matters to the description thereof contained in the Existing Registration Statement.

(b)               The

Placement Shares, when issued and delivered against payment therefor in accordance with the terms of this Agreement, will be duly authorized,

validly issued, fully paid and non-assessable, and will conform to the description thereof in the Existing Registration Statement and

the prospectus that forms a part of the Existing Registration Statement.

Section 3.03.      Authority;

Non-contravention. (a) The execution, delivery and performance by the Company of this Agreement has been duly authorized by

the Company. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery

hereof by the Investor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance

with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,

moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally

and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy

and Equity Exception”).

(b)               Neither

the execution and delivery of this Agreement by the Company, nor the performance or compliance by the Company with any of the terms or

provisions hereof, will (i) conflict with or violate any provision of the Company Organizational Documents, or (ii) (x) violate

any Law or Judgment (as defined herein) applicable to the Company or (y) violate or constitute a default (or constitute an event

which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions

of any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other

agreement (each, a “Contract”) to which the Company or any of its subsidiaries, as applicable, is a party or accelerate

the Company’s or, if applicable, any of its subsidiaries’ obligations under any such Contract, except in the case of clause (ii),

as would not reasonably be expected to have a Material Adverse Effect.

Section 3.04.      Governmental

Approvals. Except for (a) the filing with the SEC of the Shelf Registration Statement, (b) filings required under, and

compliance with other applicable requirements of, the Securities Act and the Exchange Act, (c) compliance with the rules and

regulations of the Nasdaq, including the filing with Nasdaq of a Listing of Additional Shares notice, and (d) compliance with any

applicable state securities or “Blue Sky” laws, no consent or approval of, or filing, license, permit or authorization, declaration

or registration with, any Governmental Authority is necessary for the execution and delivery of this Agreement by the Company and the

performance by the Company of its obligations hereunder, other than such other consents, approvals, filings, licenses, permits or authorizations,

declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a Material Adverse Effect.

Section 3.05.      Sale

of Placement Shares. Assuming the accuracy of the representations and warranties of the Investor set forth in Section 4.05,

the sale and issuance of the Placement Shares pursuant to this Agreement are exempt from the registration and prospectus delivery requirements

of the Securities Act.

Section 3.06.      Investment

Company. The Company is not, and will not be, after giving effect to the offer and sale of the Placement Shares and the application

of the proceeds from such sale, required to register as an “investment company” within the meaning of the Investment Company

Act of 1940, as amended.

Section 3.07.      Price

Stabilization of Common Stock. The Company has not taken, nor will it take, directly or indirectly, any action designed to stabilize

or manipulate the price of the Common Stock to facilitate the sale or resale of the Placement Shares.

Section 3.08.      Company

SEC Documents. (a) The Company has filed with the SEC, during the twelve (12) full calendar months preceding the date of this

Agreement, on a timely basis including pursuant to any timely filed notifications of late filings, all required reports, schedules, forms,

statements and other documents required to be filed by the Company with the SEC pursuant to the Exchange Act (collectively, the “Company

SEC Documents”). As of their respective SEC filing dates, the Company SEC Documents complied in all material respects with

the requirements of the Securities Act, the Exchange Act and/or the Sarbanes-Oxley Act of 2002 (and the regulations promulgated thereunder),

as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or,

if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained

any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make

the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, (i) the

Company is a Well-Known Seasoned Issuer as defined in Rule 405 under the Securities Act and is eligible to file a registration statement

on Form S-3 ASR, (ii) none of the Company’s subsidiaries is required to file any documents with the SEC, (iii) there

are no outstanding or unresolved comments in comment letters from the SEC staff with respect to any of the Company SEC Documents and

(iv) to the knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review, outstanding SEC comment

or outstanding SEC investigation.

(b)               The

consolidated financial statements of the Company (including all related notes or schedules) included or incorporated by reference in

the Company SEC Documents (i) complied as to form, as of their respective dates of filing with the SEC, in all material respects

with the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP (except,

in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC)

applied on a consistent basis during the periods involved (except (x) as may be indicated in the notes thereto or (y) as permitted

by Regulation S-X under the Securities Act), and (iii) fairly present in all material respects the consolidated financial position

of the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods

shown (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments).

Company has established and maintains effective disclosure controls and procedures and an effective system of internal controls over

financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange

Act) as required by Rule 13a-15 under the Exchange Act. Since the end of the Company’s most recent audited fiscal year, neither

the Company nor, to the knowledge of the Company, the Company’s independent registered public accounting firm has identified or

been made aware of “material weaknesses” (as defined by the Public Company Accounting Oversight Board) in the design or operation

of the Company’s internal controls over and procedures relating to financial reporting which would reasonably be expected to adversely

affect in any material respect the Company’s ability to record, process, summarize and report financial data. As of the date hereof,

the Company is in compliance in all material respects with the applicable listing requirements and corporate governance rules and

regulations of Nasdaq.

Section 3.09.      No

Other Investor Representations or Warranties. Except for the representations and warranties expressly set forth in Article 4

hereof or in the Second Vehicle Production Agreement, the Company hereby acknowledges that neither the Investor nor any of its Affiliates

or Representatives, nor any other Person, has made or is making any other express or implied representation or warranty to the Company

or its Affiliates with respect to the Investor or any of its subsidiaries.

Section 3.10.      Money

Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping

and reporting requirements of the Anti-Money Laundering Act of 2020, the Currency and Foreign Transactions Reporting Act of 1970, as

amended, the applicable money laundering statutes of all jurisdictions in which the Company conducts business, the rules and regulations

thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any Governmental

Authority (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental

Authority involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

Section 3.11.      OFAC.

None of the Company or, to the knowledge of the Company, any Affiliate of the Company or any of the Company’s or its Affiliates’

respective Representatives is a Person currently the subject or target of any sanctions administered or enforced by the United States

Government, including, without limitation, the U.S. Department of the Treasury’s Office of the Foreign Assets Control, the United

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

Laws”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions Laws;

and the Company will not directly or indirectly use the proceeds of the sale of the Placement Shares, or lend, contribute or otherwise

make available such proceeds to any joint venture partners or other Person, to 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 Laws 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 Laws. No action, suit, investigation, or proceeding by or before any Governmental Authority involving the Company with respect

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

Section 3.12.      Foreign

Corrupt Practices Act. None of the Company or, to the knowledge of the Company, any Affiliate of the Company or any of the Company’s

or its Affiliates’ respective Representatives 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, or any other Person, in contravention

of the FCPA or any similar applicable Laws (including the U.K. Anti-Bribery Act of 2010) and the Company and, to the knowledge of the

Company, its Affiliates have conducted their businesses in compliance with the FCPA and any similar applicable Laws and have instituted

and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance

therewith, and no action, suit or proceeding by or before any Governmental Authority involving the Company with respect to the FCPA or

similar applicable Laws is pending or, to the best knowledge of the Company, threatened.

Section 3.13.      Taxes.

Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) the

Company and each of its subsidiaries have (1) duly and timely filed (taking into account any valid extension of time within which

to file) all tax returns required to be filed by any of them and all such filed tax returns are true, correct and complete and (2) have

paid all material taxes that are required to be paid (whether or not shown on any tax return, the “Taxes”) or that

the Company or any of its subsidiaries are obligated to withhold from amounts owing to any employee, creditor or other third party, except,

in each case, for Taxes that are being contested in good faith in appropriate proceedings or for which adequate reserves have been established

in the financial statements included in the Company reports filed prior to the date of this Agreement.

(b)               No

deficiency for any amount of Taxes has been proposed or asserted in writing or assessed by any Governmental Authority against the Company

or any of its subsidiaries that remains unpaid or unresolved.

of the date of this Agreement, there are no pending or, to the Company’s knowledge, threatened in writing any audits, suits, claims,

examinations, investigations, proceedings or other administrative or judicial proceedings in respect of Taxes.

Article 4

Representations and Warranties of the Investor

The Investor represents and warrants to the Company,

as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date, in which case such representation

and warranty is made as of such date):

Section 4.01.      Organization;

Standing. The Investor is duly organized and is validly existing as a corporation in good standing under the laws of the State of

Delaware.

Section 4.02.      Authority;

Non-contravention. (a) The Investor has the requisite power and authority to execute and deliver this Agreement and to perform

its obligations hereunder. The execution, delivery and performance by the Investor of this Agreement has been duly authorized and approved

by all necessary action on the part of the Investor and no further action, approval or authorization by any of its stockholders, partners,

members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by the Investor

of this Agreement. This Agreement has been duly executed and delivered by the Investor and, assuming due authorization, execution and

delivery hereof by the Company, constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in

accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exception.

(b)               Neither

the execution and delivery of this Agreement by the Investor, nor the performance or compliance by the Investor with any of the terms

or provisions hereof, will (i) conflict with or violate any provision of the certificate of formation, operating agreement or other

comparable charter or organizational documents of the Investor, or (ii) (x) violate any Law or Judgment applicable to the Investor

or any of its subsidiaries, or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or

both, would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which the Investor or

any of its subsidiaries is a party or accelerate the Investor’s or, if applicable, any of its subsidiaries’, obligations

under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected

to have an Investor Material Adverse Effect.

Section 4.03.      Governmental

Approvals. No consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental

Authority that would be required to be obtained or made by or on behalf of the Investor is necessary for the execution, delivery and

performance of this Agreement by the Investor, other than such other consents, approvals, filings, licenses, permits, authorizations,

declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected

to have an Investor Material Adverse Effect.

Section 4.04.      Brokers

and Other Advisors. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s,

financial advisor’s or other similar fee or commission, or the reimbursement of expenses in connection with this Agreement, based

upon arrangements made by or on behalf of the Investor or any of its Affiliates.

Section 4.05.      Private

Placement Matters. The Investor acknowledges that the offer and sale of the Placement Shares have not been registered under the Securities

Act or under any state or other applicable securities Laws. The Investor (a) acknowledges that it is acquiring the Placement Shares

pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the

foregoing to any Person, (b) will not sell, transfer, or otherwise dispose of any of the Placement Shares, except in compliance

with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (c) has

such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the

merits and risks of its investment in the Placement Shares and of making an informed investment decision, (d) is an institutional

“accredited investor” (as that term is defined by Rule 501 of the Securities Act), and (e) (1) has been furnished

with or has had access to all the information that it considers necessary or appropriate to make an informed investment decision with

respect to the Placement Shares, (2) has had an opportunity to discuss (including by asking questions) with the Company and its

Representatives the intended business and financial affairs of the Company and to obtain information necessary to verify any information

furnished to it or to which it had access and (3) can bear the economic risk of (i) an investment in the Placement Shares indefinitely

and (ii) a total loss in respect of such investment. The Investor has such knowledge and experience in business and financial matters

so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Placement

Shares and to protect its own interest in connection with such investment. The Investor further acknowledges that each Placement Share

will constitute a “restricted security” under U.S. securities laws and will contain a legend to that effect in substantially

the following form:

“THE OFFER AND SALE OF SECURITIES

REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE

SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE

OPINION OF COUNSEL, IS AVAILABLE.

THE SECURITIES REPRESENTED HEREBY ARE

SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE SUBSCRIPTION AGREEMENT, DATED AS OF APRIL 14, 2026, BY AND BETWEEN THE COMPANY AND

THE INVESTOR PARTY (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).”

Section 4.06.      No

Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article 3

hereof or in the Second Vehicle Production Agreement, the Investor hereby acknowledges that neither the Company nor any of its Affiliates

or Representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect

to the Company or any of its subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise)

or prospects. The Investor hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted,

to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and

its subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, the Investor has relied

on the results of their own independent investigation.

Article 5

Additional Agreements

Section 5.01.      Further

Action; Commercially Reasonable Efforts; Filings. Subject to the terms and conditions of this Agreement, each party shall use commercially

reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other

parties in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate the transactions contemplated

by this Agreement in accordance with its terms and conditions, including, at the Company’s sole cost and expense, (i) the

obtaining of all necessary actions, waivers, registrations, permits, authorizations, orders, consents and approvals from Governmental

Authorities, the expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings

(including filings with Governmental Authorities, if any) and the taking of all steps as may be reasonably necessary to obtain an approval

or waiver from, or to avoid a legal action or proceeding by, any Governmental Authorities, including appealing any Restraint, (ii) the

delivery of required notices to, and the obtaining of required consents or waivers from, any third parties necessary, proper or advisable

to consummate the transactions contemplated by this Agreement, and (iii) the execution and delivery of any additional instruments

necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement.

Section 5.02.      Public

Disclosure. The Investor and the Company shall, and shall cause their respective Affiliates to, consult with each other before issuing,

and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions

contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the consent of the

other party, which shall not be unreasonably withheld, conditioned or delayed, except as such release or announcement that the Investor

or the Company determines, after consultation with external legal counsel, is required by applicable Law, Judgment, court or regulatory

process or the rules and regulations of any national securities exchange or national securities quotation system. For the avoidance

of doubt, nothing in this Section 5.02 or Section 5.03 shall prevent the Company from making a filing with the

SEC on Form 8-K (or other applicable form) relating to the Placement as required by Law. Notwithstanding the foregoing, this Section 5.02

shall not apply to any press release or other public statement made by the Company that does not contain any information relating to

the transactions contemplated by this Agreement that has not been previously announced or made public in accordance with the terms of

this Agreement and that is made in the ordinary course of business.

Section 5.03.      Confidentiality.

Confidentiality provisions of the Mutual Non-Disclosure Agreement, dated as of February 16, 2024, by and between the Investor and

the Company, shall apply with respect to any information (including oral, written and electronic information) concerning the Company,

its subsidiaries or its Affiliates that may be furnished to the Investor, its Affiliates or their respective Representatives by or on

behalf of the Company or any of its Representatives in connection with this Agreement.

Section 5.04.      Tax

Matters. The Company shall pay any and all documentary, stamp and similar issuance or transfer tax due on the issuance of the Placement

Shares. The Company shall, at its own expense, file all necessary tax returns and other documentation required to be filed by the Company

with respect to all such taxes.

Section 5.05.      Delivery

of Placement Shares After the Closing. The Company shall deliver, or cause to be delivered, a book-entry statement evidencing the

applicable Placement Shares on the date of the issuance.

Section 5.06.      Transfer

Restrictions. (a) The Investor hereby agrees that, during each period beginning on the date of the Closing and ending on the

date that is eighteen (18) months after the Closing (a “Lock-up Period”), the Investor will not, without the prior

written consent of the Company, (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 of the Placement Shares, (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 Placement Shares, whether any such swap or transaction is to be

settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) make any short sale of, grant any option for

the purchase of, or enter into any hedging or similar transaction with the same economic effect as a short sale of or the purpose of

which is to offset the loss that results from a decline in the market price of the Common Stock, or (iv) publicly announce any intention

to effect any transaction specified in clause (i), (ii) or (iii) (any of the actions specified in clauses (i)-(iv), collectively,

a “Transfer”).

(b)               Notwithstanding

Section 5.06(a), and subject to the conditions below, the Investor may transfer the Placement Shares without the prior written

consent of the Company, provided that in the case of any transfer of the Placement Shares pursuant to clauses (i) through

(iv) of this Section 5.06(b), (1) each Permitted Transferee shall agree in writing to be similarly bound

by the provisions of this Section 5.06 during the balance of the Lock-Up Period, (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 Exchange

Act) shall disclose the nature of such transfer and that the Placement Shares remain subject to the terms set forth in this Section 5.06,

and (4) the Investor does not otherwise voluntarily effect any public filing or report regarding such transfers:

(i)            as

a bona fide gift or gifts, including to charitable organizations; or

(ii)           to

an Affiliate of the Investor; or

(iii)          to

a nominee or custodian of any Person to whom a transfer would be permissible under clauses (i) or (ii) above; or

(iv)          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 (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 Investor’s Placement Shares shall remain subject to this Section 5.06

(each such person who receives the Placement Shares pursuant to clauses (i) through (iv), a “Permitted Transferee”).

For purposes of Section 5.06, “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 group of affiliated Persons, of the Company’s

voting securities if, after such transfer or acquisition, such Person or group of affiliated Persons would beneficially own (as defined

in Rule 13d-3 promulgated under the Exchange Act) more than ninety percent (90%) of the outstanding voting securities of the Company.

attempted transfer in violation of this Section 5.06 shall be null and void ab initio.

(d)            The

Investor agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against

the transfer of the Placement Shares except in compliance with this Section 5.06.

(e)            Nothing

in this Section 5.06 shall prohibit the resale registration set forth in Section 8.01 hereof, including any filings

with the SEC related to such resale registration.

Article 6

Conditions to Closing

Section 6.01.      Condition

to the Obligations of the Company and the Investor. The respective obligations of each of the Company and the Investor to effect

the Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of

the conditions that (a) no Judgment shall be enacted, promulgated, issued, entered, or threatened by any Governmental Authority

and no applicable Law (collectively, “Restraints”) shall be in effect enjoining or otherwise prohibiting consummation

of the transactions contemplated by this Agreement, and (b) the Company and the Investor shall have entered into the Second Vehicle

Production Agreement.

Section 6.02.      Conditions

to the Obligations of the Company. The obligations of the Company to effect the Closing shall be further subject to the satisfaction

(or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a)                the

representations and warranties of the Investor set forth in this Agreement shall be true and correct as of the date of this Agreement

and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier

date, in which case as of such earlier date); and

(b)                the

Investor shall have complied with or performed in all material respects its obligations and covenants required to be complied with or

performed by it pursuant to this Agreement at or prior to the Closing.

Section 6.03.      Conditions

to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction

(or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

(a)                the

representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement

and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier

date, in which case as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect;

(b)                the

Company shall have complied with or performed in all material respects its obligations and covenants required to be complied with or

performed by it pursuant to this Agreement at or prior to the Closing;

Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the Placement;

(d)               no

stop order or suspension of trading shall have been imposed by the Nasdaq, the SEC or any other Governmental Authority with respect to

the public trading in the Common Stock; and

(e)            the

Common Stock shall be listed on the Nasdaq and the Company shall file with Nasdaq a Listing of Additional Shares notice form for the

listing of the Placement Shares prior to the Closing.

Article 7

Termination; Survival

Section 7.01.      Termination.

This Agreement may be terminated at any time prior to the Closing:

(a)                by

the mutual written consent of the Company and the Investor;

(b)                by

either the Company or the Investor, if the Second Vehicle Production Agreement has been terminated in accordance with its terms following

its execution;

either the Company or the Investor, if any Restraint enjoining or otherwise prohibiting consummation of the transactions contemplated

by this Agreement shall be in effect and shall have become final and nonappealable; provided that the party seeking to terminate

this Agreement pursuant to this Section 7.01(c) shall have used commercially reasonable efforts to cause the conditions

to Closing to be satisfied in accordance with Section 5.01;

(d)               by

the Investor, if the Company shall have breached any of its representations or warranties or failed to perform any of its covenants or

agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set

forth in Section 6.03(a) or Section 6.03(b) and (ii) shall not have been cured within thirty (30)

calendar days following receipt by the Company of written notice of such breach or failure to perform from the Investor stating the Investor’s

intention to terminate this Agreement pursuant to this Section 7.01(d) and the basis for such termination; provided

that the Investor shall not have the right to terminate this Agreement pursuant to this Section 7.01(d) if the Investor

is then in material breach of any of its representations, warranties, covenants or agreements hereunder, which breach would give rise

to the failure of any condition set forth in Section 6.02(a) or Section 6.02(b) to be satisfied; or

(e)                by

the Company, if the Investor shall have breached any of its representations or warranties or failed to perform any of its covenants or

agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set

forth in Section 6.02(a) or Section 6.02(b) and (ii) shall not have been cured within thirty (30)

calendar days following receipt by the Investor of written notice of such breach or failure to perform from the Company stating the Company’s

intention to terminate this Agreement pursuant to this Section 7.01(e) and the basis for such termination; provided

that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.01(e) if the Company

is then in material breach of any of its representations, warranties, covenants or agreements hereunder, which breach would give rise

to the failure of any condition set forth in Section 6.03(a) or Section 6.03(b) to be satisfied.

Section 7.02.      Effect

of Termination. In the event of the termination of this Agreement as provided in Section 7.01, written notice thereof

shall be given to the other party, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall

forthwith become null and void (other than Article 1, Section 5.03, Section 5.06, this Section 7.02,

Article 8 and Article 9, all of which shall survive termination of this Agreement), and there shall be no liability

on the part of the Investor or the Company or their respective directors, officers and Affiliates, except that no such termination shall

relieve any party from liability for damages to another party resulting from a willful and material breach of this Agreement.

Section 7.03.      Survival.

Subject to Section 7.02, all of the covenants or other agreements of the parties contained in this Agreement shall survive

until fully performed or fulfilled, unless and to the extent that (i) non-compliance with such covenants or agreements is waived

in writing by the party entitled to such performance or (ii) this Agreement is terminated. The representations and warranties made

as of the Closing Date shall survive until the Closing Date and shall then expire. Notwithstanding any other provision set forth in this

Agreement, the maximum liability of the Company under or relating to this Agreement to the extent relating to or arising out of any breach

of the representations and warranties expressly set forth in this Agreement shall, with respect to any Placement, in no event exceed

the aggregate Funding Amount paid by the Investor for the Placement Shares pursuant to this Agreement.

Article 8

Registration Rights

Section 8.01.      The

Company shall use commercially reasonable efforts to, at its sole cost and expense, submit or file with the SEC, within 120 calendar

days following the Closing Date (the “Filing Date”), a resale shelf registration statement, or a prospectus supplement

filed pursuant to the Existing Registration Statement (each, a “Shelf Registration Statement”) (it being agreed that

the Shelf Registration Statement shall be an Automatic Shelf Registration Statement if the Company is a Well-Known Seasoned Issuer at

the time of filing), in each case, to register the resale of the Registrable Shares (determined as of two (2) Business Days prior

to such filing), and in the event the Shelf Registration Statement does not become effective automatically upon filing, the Company shall

use its commercially reasonable efforts, at its sole cost and expense, to have the Shelf Registration Statement declared effective as

promptly as practicable after the filing thereof, but, in any event, no later than the earlier of (i) 210 calendar days following

the Closing Date and (ii) 270 calendar days after the date the Company is notified (orally or in writing, whichever is earlier)

by the SEC that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier

date, the “Effectiveness Date”); provided, however, that the Company’s obligations to include

the Registrable Shares in the Shelf Registration Statement are contingent upon the Investor furnishing in writing (which may be via e-mail)

to the Company such information regarding the Investor as required by the SEC rules for a Shelf Registration Statement, the securities

of the Company held by the Investor and the intended method of disposition of the Registrable Shares (which shall be limited to non-underwritten

public offerings) and such other information as shall be reasonably requested by the Company to effect to effect the registration of

the Registrable Shares, and the Investor shall execute such documents in connection with such registration as the Company may reasonably

request that are customary of a selling stockholder in similar situations as required by the SEC rules, including providing that the

Company shall be entitled to postpone and suspend the effectiveness or use of the Shelf Registration Statement during any customary blackout

or similar period or as permitted hereunder. For purposes of clarification, any failure by the Company to file the Shelf Registration

Statement by the Filing Date or to effect such Shelf Registration Statement by the Effectiveness Date shall not otherwise relieve the

Company of its obligations to file or effect the Shelf Registration Statement as set forth above in this Article 8. Notwithstanding

the foregoing, if the SEC prevents the Company from including any or all of the Placement Shares proposed to be registered for resale

under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Placement

Shares by the applicable stockholders or otherwise, such Shelf Registration Statement shall register for resale such number of Placement

Shares which is equal to the maximum number of Placement Shares as is permitted by the SEC. Unless required under applicable laws and

SEC rules, in no event shall the Investor be identified as a statutory underwriter in the Shelf Registration Statement; provided,

that if the Investor is required to be so identified as a statutory underwriter in the Shelf Registration Statement, the Investor will

have an opportunity to withdraw its Registrable Shares from the Shelf Registration Statement.

Section 8.02.      In

the case of the registration effected by the Company pursuant to this Agreement, the Company shall, upon reasonable request, inform Investor

as to the status of such registration. At its sole cost and expense, the Company shall:

(a)                during

the Registration Period (as defined below), except for such times as the Company is permitted hereunder to suspend the use of the prospectus

forming part of a Shelf Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification,

exemption or compliance under state securities laws which the Company determines to obtain, continuously effective with respect to the

Investor, and to keep the applicable Shelf Registration Statement or any subsequent shelf registration statement free of any material

misstatements or omissions. The period of time during which the Placement Shares are Registrable Shares is referred to herein as the

“Registration Period”; and as used herein, “Registrable Shares” means any Placement Shares or other

securities issued in respect of such Placement Shares by reason of or in connection with any stock dividend, stock distribution, stock

split, purchase in any rights offering or in connection with any exchange, conversion or replacement of such Placement Share or any combination

of shares, recapitalization, merger or consolidation, or any other equity securities of the Company issued pursuant to any other pro

rata distribution with respect to the Placement Shares, until the earliest to occur of: (A) a Shelf Registration Statement with

respect to the sale of such Placement Shares shall have become effective under the Securities Act and such securities shall have been

sold, transferred, disposed of or exchanged pursuant to such Shelf Registration Statement; (B) such Placement Shares (and other

securities issued in respect of such Placement Shares as described above) shall have ceased to be outstanding; and (C) such Placement

Shares may be sold without registration pursuant to Rule 144 under the Securities Act (but with no volume or other restrictions

or limitations including as to manner or timing of sale);

(b)               during

the Registration Period, advise the Investor, as promptly as possible, but in any event within five (5) Business Days:

(i)            when

a Shelf Registration Statement or any amendment thereto has been filed with the SEC;

(ii)           after

it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any

Shelf Registration Statement or the initiation of any proceedings for such purpose;

(iii)          of

the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Shares included

therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(iv)          subject

to the provisions in this Agreement, of the occurrence of any event that requires the making of any changes in any Shelf Registration

Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact

required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances

under which they were made) not misleading.

Notwithstanding anything to the contrary set forth herein, the Company

shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding the

Company other than to the extent that providing notice to the Investor of the occurrence of the events listed in (i) through (iv) above

constitutes material, nonpublic information regarding the Company;

the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of

any Shelf Registration Statement as soon as reasonably practicable;

(d)               during

the Registration Period, upon the occurrence of any event contemplated in Section 8.02(b)(ii)–(iv) above, except

for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Shelf Registration

Statement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment

to such Shelf Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter

delivered to the Investor of the Registrable Shares included therein, such prospectus will not include any untrue statement of a material

fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they

were made, not misleading;

(e)                during

the Registration Period, use its commercially reasonable efforts to cause all Registrable Shares to be listed on each securities exchange

or market, if any, on which the shares of Common Stock are then-listed;

(f)                during

the Registration Period, use its commercially reasonable efforts to allow the Investor to review disclosure specifically regarding the

Investor in the Shelf Registration Statement on reasonable advance notice no less than five (5) Business Days; and

(g)               during

the Registration Period, otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested

by the Investor, consistent with the terms of this Agreement, in connection with the registration of the resale of the Registrable Shares.

Section 8.03.      Notwithstanding

anything to the contrary in this Agreement, the Company shall be entitled to delay the filing or postpone the effectiveness of the Shelf

Registration Statement, and from time to time to require the Investor not to sell under the Shelf Registration Statement or to suspend

the effectiveness thereof, if it reasonably determines, upon the advice of external legal counsel, that in order for the Shelf Registration

Statement not to contain a material misstatement or omission, (i) an amendment thereto would be needed to include information that

would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, (ii) the negotiation

or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation or consummation,

the Company’s board of directors, upon the advice of external legal counsel, reasonably believes would require additional disclosure

by the Company in the Shelf Registration Statement of material information that the Company has a bona fide business purpose or legal

obligations for keeping confidential and the non-disclosure of which in the Shelf Registration Statement would be expected, in the reasonable

determination of the Company’s board of directors, upon the advice of external legal counsel, to cause the Shelf Registration Statement

to fail to comply with applicable disclosure requirements, or (iii) in the good faith judgment of the majority of the members of

the Company’s board of directors, upon the advice of external legal counsel, such filing or effectiveness or use of such Shelf

Registration Statement would be seriously detrimental to the Company, and the majority of the members of the Company’s board of

directors concludes as a result that it is essential to defer such filing (each such circumstance, a “Suspension Event”);

provided, however, that the Company may not delay or suspend the Shelf Registration Statement on more than two (2) occasions

or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days in each case during any twelve (12)-month

period. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Shelf

Registration Statement is effective or if as a result of a Suspension Event the Shelf Registration Statement or related prospectus contains

any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements

therein (in light of the circumstances under which they were made, in the case of the prospectus) not misleading, the Investor agrees

that (i) it will immediately discontinue offers and sales of the Registrable Shares under the Shelf Registration Statement until

the Investor receives copies of a supplemental or amended prospectus (which the Company agrees to promptly prepare) that corrects the

misstatement(s) or omission(s) referred to above and receives notice from the Company that any post-effective amendment has

become effective or unless otherwise notified by the Company that it may resume such offers and sales, and (ii) it will maintain

the confidentiality of any information included in such written notice delivered by the Company except (A) for disclosure to the

Investor and its Affiliates’ respective Representatives who need to know such information and are obligated to keep it confidential,

(B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed

to keep such information confidential or (C) as required by Laws or subpoena. If so directed by the Company, the Investor will deliver

to the Company or, in the Investor’s sole discretion destroy, all copies of the prospectus covering the Registrable Shares in the

Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus

covering the Registrable Shares shall not apply (A) to the extent the Investor is required to retain a copy of such prospectus in

order to comply with applicable legal, regulatory, self-regulatory or professional requirements or in accordance with a bona fide pre-existing

document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

Section 8.04.      Indemnification.

(a)                The

Company shall indemnify and hold harmless, to the extent permitted by law, the Investor (to the extent a seller under the Shelf Registration

Statement), its Affiliates, each person or entity who controls the Investor (within the meaning of the Securities Act), and each of its

and their respective Representatives, to the extent permitted by Law, against all losses, claims, damages, liabilities and reasonable

and documented out-of-pocket expenses (including reasonable and documented attorneys’ fees of one law firm (and any one applicable

local counsel)) (collectively, “Losses”) caused by, based on or arising from any untrue or alleged untrue statement

of material fact contained or incorporated by reference in any Shelf Registration Statement, prospectus included in any Shelf Registration

Statement (“Prospectus”) or preliminary Prospectus or any amendment thereof or supplement thereto or any omission

or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus,

in the light of the circumstances under which they were made) not misleading, except to the extent the same are caused by or contained

in any information or affidavit so furnished in writing to the Company by or on behalf of the Investor expressly for use therein; provided,

however, that the indemnification contained in this Section 8.04(a) shall not apply to amounts paid in settlement

of any Losses if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned

or delayed), nor shall the Company be liable for any Losses to the extent they arise out of or are based upon a violation which occurs

in connection with any offers or sales effected by or on behalf of the Investor in violation of this Agreement.

(b)                In

connection with any Shelf Registration Statement in which the Investor is participating, the Investor shall furnish (or cause to be furnished)

to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Shelf

Registration Statement or Prospectus and, shall indemnify and hold harmless the Company, its Affiliates, each person or entity who controls

the Company (within the meaning of the Securities Act) and each of its and their respective Representatives, to the extent permitted

by law, against any Losses caused by, based on or arising from any untrue or alleged untrue statement of material fact contained or incorporated

by reference in any Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto

or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in

the case of a Prospectus, in the light of the circumstances under which they were made) not misleading, but only to the extent that such

untrue statement or omission was made (or not made, in the case of an omission) in reliance on, and in conformity with, any information

or affidavit so furnished in writing by or on behalf of the Investor expressly for use therein; provided, however, that

the liability of the Investor shall be limited to the net proceeds received by the Investor from the sale of Registrable Shares giving

rise to such indemnification obligation and provided, further, that the indemnification contained in this Section 8.04(b) shall

not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Investor (which consent

shall not be unreasonably withheld, conditioned or delayed).

person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim

with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or

entity’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and

(B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying

parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably

satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any

settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party

who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than

one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of external

legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified

parties with respect to such claim. No indemnifying party shall, without the written consent of the indemnified party, consent to the

entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is

so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of

fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by

the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(d)               The

indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on

behalf of the indemnified party, its Affiliates, any controlling person (within the meaning of the Securities Act) or any of their respective

Representatives and shall survive the transfer of the Placement Shares.

(e)                If

the indemnification provided under this Section 8.04 from the indemnifying party is unavailable or insufficient to hold harmless

an indemnified party in respect of any Losses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified

party, shall contribute to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate

to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations;

provided, however, that the liability of the Investor under this Agreement shall be limited to the net proceeds received

by the Investor from the sale of Registrable Shares giving rise to such indemnification obligation. The relative fault of the indemnifying

party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue

or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not made by,

in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying

party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information

and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses or other liabilities

referred to above shall be deemed to include, subject to the limitations set forth in Sections 8.04(a), (b) and

(c) above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation

or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.04(e) were

determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred

to in this Section 8.04(e). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of

the Securities Act) shall be entitled to contribution pursuant to this Section 8.04(e) from any person or entity who

was not guilty of such fraudulent misrepresentation.

Section 8.05.      If

the Placement Shares acquired hereunder are either eligible to be sold (i) pursuant to an effective Shelf Registration Statement

or (ii) without restriction under, and without the Company being in compliance with the current public information requirements

of, Section 4(a)(1) of the Securities Act and Rule 144 under the Securities Act, then at the Investor’s request,

the Company shall at its sole cost and expense use commercially reasonable efforts to cooperate with the Company’s transfer agent,

including issuing any legend removal opinion required by the Company’s transfer agent, such that any remaining restrictive legend

set forth on such Placement Shares will be removed in connection with a sale of such Placement Shares.

Section 8.06.      The

rights and obligations granted to the Investor and the indemnification in this Article 8 shall be automatically assigned

to any transferee of Registrable Shares that are transferred in a private placement and which Placement Shares continue to constitute

Registrable Shares in the hands of such transferee. To the extent Registrable Shares are so transferred in a private placement and such

Placement Shares continue to constitute Registrable Shares in the hands of such transferee, any reference in this Article 8

to “Investor” shall be treated as a reference to such transferee, and any such transferee of Registrable Shares that are

so transferred in a private placement shall execute any joinder or other agreement or instrument that the Company reasonably requests

in order to effectuate this provision.

Section 8.07.      Piggyback

Registration.

(a)                Piggyback

Rights. If, at any time the Company proposes to file a registration statement (the “Piggyback Registration Statement”)

under the Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable

or exchangeable for, or convertible into equity securities, for the account of stockholders of the Company (or by the stockholders of

the Company including, without limitation, pursuant to Section 8.01 hereof), then the Company shall give written notice of such

proposed filing to the Investor as soon as practicable but not less than ten (10) Business Days before the anticipated filing date

of such Piggyback Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such

offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters in such offering,

and (B) offer to the Investor the opportunity to register the sale of such number of Registrable Shares as the Investor may request

in writing within five (5) Business Days after receipt of such written notice (such registration, a “Piggyback Registration”).

The Company shall, in good faith, cause such Registrable Shares to be included in such Piggyback Registration and shall use its best

efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Shares requested

by the Investor pursuant to this Section 8.07 to be included in a Piggyback Registration on the same terms and conditions as any

similar securities of the Company included in such Piggyback Registration and to permit the sale or other disposition of such Registrable

Shares in accordance with the intended method(s) of distribution thereof. The Investor proposing to distribute its Registrable Shares

through an Underwritten Offering under this Section 8.07 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected

for such Underwritten Offering by the Company.

(b)               Reduction

of Piggyback Registration. If the managing Underwriter or Underwriters in a Piggyback Registration, in good faith, advises the Company

and the Investor in writing that the dollar amount or number of shares of Common Stock as to which Registration has been demanded pursuant

to separate written contractual arrangements with persons or entities other than the Investor, taken together with (i) the Registrable

Shares as to which registration has been requested pursuant to Section 8.07 hereof, and (ii) the shares of Common Stock,

if any, as to which Registration has been requested pursuant to separate written contractual piggyback registration rights of other stockholders

of the Company, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering

without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering

(such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),

then the Company shall include in any such Registration (A) first, Common Stock or other equity securities, if any, of such requesting

persons or entities, other than the Investor, which can be sold without exceeding the Maximum Number of Securities; (B) second,

to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Shares of the

Investor exercising its rights to register its Registrable Shares pursuant to Section 8.07(a) and Common Stock or other

equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written

contractual arrangements with such persons or entities (pro rata based on the respective number of Registrable Shares that each

stockholder holds prior to such Underwritten Registration), which can be sold without exceeding the Maximum Number of Securities; and

(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B),

Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.

Registration Withdrawal. The Investor shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever

upon written (which may be via e-mail) notification to the Company and the Underwriter or Underwriters of his, her or its intention to

withdraw from such Piggyback Registration prior to the effectiveness of the Piggyback Registration Statement filed with the SEC with

respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal

by persons pursuant to separate written contractual obligations) may withdraw a Piggyback Registration Statement filed with the SEC in

connection with a Piggyback Registration at any time prior to the effectiveness of such Piggyback Registration Statement. Notwithstanding

anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with

the Piggyback Registration prior to its withdrawal under this Section 8.07(c).

(d)               Unlimited

Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 8.07 hereof shall not

be counted as a Registration pursuant to Section 8.01 hereof.

Section 8.08.      Expenses.

The Company shall pay all reasonable and documented Registration Expenses in connection with a Shelf Registration Statement or a Piggyback

Registration, whether or not any sale is made pursuant to such Shelf Registration Statement or Piggyback Registration.

Article 9

Miscellaneous

Section 9.01.      Amendments;

Waivers. Subject to compliance with applicable Law, this Agreement may be amended or supplemented in any and all respects only by

written agreement of the parties hereto.

Section 9.02.      Extension

of Time, Waiver, Etc. The Company and the Investor may, subject to applicable Law, (a) waive any inaccuracies in the representations

and warranties of the other party contained herein or in any document delivered pursuant hereto, (b) extend the time for the performance

of any of the obligations or acts of the other party or (c) waive compliance by the other party with any of the agreements contained

herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions. Notwithstanding

the foregoing, no failure or delay by the Company or the Investor in exercising any right hereunder shall operate as a waiver thereof

nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder

or under the Second Vehicle Production Agreement. Any agreement on the part of a party hereto to any such extension or waiver shall be

valid only if set forth in an instrument in writing signed on behalf of such party.

Section 9.03.      Assignment.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation

of Law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto.

Section 9.04.      Counterparts.

This Agreement may be signed by the parties in one or more counterparts which together shall constitute one and the same agreement among

the parties. 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 9.05.      Entire

Agreement; No Third-Party Beneficiaries. This Agreement and the Second Vehicle Production Agreement constitute the entire agreement,

and supersede all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of

them, with respect to the subject matter hereof and thereof. No provision of this Agreement shall confer upon any Person other than the

parties hereto and their permitted assigns any rights or remedies hereunder.

Section 9.06.      Governing

Law; Jurisdiction. (a) This Agreement and all matters, claims or legal actions or proceedings (whether at law, in equity, in

Contract, in tort or otherwise) based upon, arising out of or relating to this Agreement, execution or performance of this Agreement,

shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving effect to any choice

or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application

of laws of any jurisdiction other than those of the State of New York.

(b)               All

legal actions or proceedings arising out of or relating to this Agreement shall be heard and determined in the courts of the State of

New York located in the City and County of New York, Borough of Manhattan, or if it has or can acquire jurisdiction, in the United States

District Court for the Southern District of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction

and venue of such courts in any such legal action or proceeding and irrevocably waive the defense of an inconvenient forum or lack of

jurisdiction to the maintenance of any such legal action or proceeding. Each party hereto agrees that service of process upon such party

in any legal action or proceeding arising out of or relating to this Agreement shall be effective if notice is given by overnight courier

at the address set forth in Section 9.09. The parties hereto agree that a final judgment in any such legal action or proceeding

shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable

Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment

relief regarding, or any appeal from, a final trial court judgment.

Section 9.07.      Specific

Enforcement. The parties hereto agree that irreparable damage for which monetary relief, even if available, might not be an adequate

remedy, might occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise

breached, including if the parties hereto fail to take any action required of them hereunder to cause the Closing to occur, and that

time is of the essence. Subject to the determination of a court of competent jurisdiction, the parties acknowledge and agree that (a) the

parties shall be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches of

this Agreement and to enforce specifically the terms and provisions hereof (including, for the avoidance of doubt, the right of the Company

to cause any Placement to be consummated on the terms and subject to the conditions set forth in this Agreement) in the courts described

in Section 9.06, this being in addition to any other remedy to which they are entitled under this Agreement and (b) the

right of specific enforcement is an integral part of this Agreement and without that right, neither the Company nor the Investor would

have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid,

contrary to Law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy

or that the parties otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that any party seeking an injunction

or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance

with this Section 9.07 shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 9.08.      WAIVER

OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY

TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR

RELATING TO THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO

REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN

THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER,

(c) IT MAKES SUCH WAIVER VOLUNTARILY AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL

WAIVER AND CERTIFICATIONS IN THIS SECTION 9.08.

Section 9.09.      Notices.

All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally,

emailed, or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

(a) If to the Company, to

it at:

Lucid Group, Inc.

7373 Gateway Boulevard

Newark, CA 94560

Attention: Legal Department

E-mail:       Legal@lucidmotors.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue

Palo Alto, CA 94301

Attention: Thomas J. Ivey

Brian D. Paulson

E-mail: thomas.ivey@skadden.com

brian.paulson@skadden.com

If to the Investor, to it at:

SMB Holding Corporation

1725 3rd Street

San Francisco, California 94158

Attention: M&A Legal

E-mail: ma-notice@uber.com

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

2100 L Street, NW

Suite 900

Washington, D.C. 20037

Attention:      Justin R. Salon

H. Thomas Felix

E-mail:            justinsalon@mofo.com

tommyfelix@mofo.com

or to such other address or email address as such party may hereafter

specify in writing to the other party hereto. All such notices, requests and other communications shall be deemed received (1) on

the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place of receipt and such

day is a Business Day in the place of receipt, or (2) on the next succeeding Business Day in the place of receipt.

Section 9.10.      Severability.

If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal

or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement

shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision is invalid, illegal

or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original

intent of the parties as closely as possible to the fullest extent permitted by applicable Law.

Section 9.11.      Expenses.

Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel,

financial advisors and accountants, incurred in connection with this Agreement shall be paid by the party incurring such costs and expenses,

whether or not the Closing shall have occurred.

Section 9.12.      Interpretation.