Production Pricing Agreement, effective as of

1.    PPA Revision. This Production Pricing Agreement (“PPA”) is entered into by Lucid USA, Inc. (“Lucid”) and PIDSA (identified above) with respect to the goods described in Exhibit A (“Goods”) . Lucid and PIDSA are each a “Party” and collectively are the “Parties”. The General Terms and Conditions between Panasonic Energy Co., Ltd. and Lucid dated as of December 1st, 2022 (“GTC”) are incorporated by reference into this PPA as an integral part hereof. In case of any inconsistencies between the terms of the GTC and the terms of this PPA, the terms of this PPA shall prevail. PIDSA and Lucid are “Parties” and each a “Party”.

2.    Pricing and Payment Terms. Lucid and PIDSA agree to the pricing for the Goods set forth in Exhibit A (Goods and Price). The Prices (a) are subject to certain agreed adjustments for Raw Material Adjustments as provided in Exhibit B and for exchange rate fluctuations between United States Dollars and Japanese Yen with respect to all costs for the Goods procured or payable in Japanese Yen as provided in Exhibit B, and (b) are exclusive of all applicable sales, value added, surcharges, or similar transfer taxes or charges. PIDSA may release an invoice for each shipment of Goods on each such shipping date. Lucid shall [***]. The Parties shall [***].

3.    Orders, Volumes. Lucid shall issue Production Orders, Spot Orders and Releases (as defined in Schedule 1 of the GTC) for the Production Volumes set forth in Exhibit C.

4.    Miscellaneous. PIDSA and Lucid agree (a) that the GTC; and the Production Order, Spot Orders and Releases (collectively, the “POs”) issued by or for Lucid and accepted by PIDSA in accordance with the relevant terms of the GTC are incorporated as an integral part of this PPA and (b) that the GTC, POs, and this PPA constitute, collectively, the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior oral or written representations or agreements by the Parties with respect to such subject matter. No subsequent terms, conditions, understandings, or agreements purporting to modify the terms of this PPA will be binding unless in writing and signed by both Parties. Any standard preprinted or other terms and conditions included or referenced in PIDSA’s invoice(s) or other documents are excluded and shall not be part of this PPA.

Agreed by authorized representatives of each of PIDSA and Lucid and signed by them as of the date set forth above (the “PPA Effective Date”).    

Exhibit D: Forecast Adjustment

Exhibit E: Special Remedies

Exhibit F: Cell BOM Cost

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