Lucid Group, Inc. (Nasdaq: LCID) entered into an "at-the-market" program pursuant to an equity distribution agreement, dated November 8, 2022, between the Company and BofA Securities, Inc., Barclays Capital Inc. and Citigroup Global Markets Inc. as managers. Under the at-the-market program, Lucid may sell up to $600 million of shares of its common stock through the managers. Such sales could be made through ordinary brokers' transactions, to or through a market maker, in privately negotiated transactions, in block trades, in transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, or through a combination of any such methods of sale. The managers may also sell Lucid's common stock by any other method permitted by law.

The price, volume and timing of any sales under the at-the-market program will be determined at Lucid's sole discretion and in accordance with the terms of the equity distribution agreement.

In addition, Lucid has entered into an agreement with its majority stockholder and affiliate of the Public Investment Fund ("PIF"), Ayar Third Investment Company ("Ayar"), pursuant to which Ayar has agreed to purchase from Lucid up to $915 million of shares of its common stock in one or more private placements through at least March 31, 2023. Ayar will pay a price per share equal to the volume-weighted average price to the public of the shares that Lucid actually sold in the at-the-market program during such calendar quarter. These private placements are not a part of this offering, and are in addition to the $600 million of shares that Lucid may sell under the equity distribution agreement. Ayar will have the right, but not the obligation, to enter into a subscription agreement substantially consistent with the existing agreement in respect of any increase to the maximum offering amount under the equity distribution agreement and/or any new at-the-market offering of the Company's common stock during the term of the existing agreement. In addition, subject to certain exceptions, Ayar has agreed not to, among other things, offer, sell, pledge or otherwise transfer any shares of our common stock for six months after the date of any private placement.

Lucid intends to use the net proceeds from the at-the-market program, as well as from the private placements by its majority stockholder, for general corporate purposes, which may include, among other things, capital expenditures and working capital.