20,000,000 Units PROPERTY SOLUTIONS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2020 • Property Solutions Acquisition Corp. • Blank checks • New York
Property Solutions Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 21st day of July, 2020, by and among Property Solutions Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
COMMON STOCK PURCHASE WARRANT faraday future intelligent electric inc.Warrant Agreement • June 27th, 2023 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__] or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__], 20[__]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), up to [__] shares of Common Stock (as defined below) (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; the purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 24th, 2020 • Property Solutions Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of the 21st day of July, 2020 (“Agreement”), by and between Property Solutions Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • New York
This Agreement is made as of July 21, 2020 by and between Property Solutions Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 July 21, 2020Advisory Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • New York
This is to confirm our agreement whereby Property Solutions Acquisition Corp, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, recapitalization or reorganization, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-239622) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
COMMON STOCK PURCHASE WARRANT faraday future intelligent electric inc.Security Agreement • September 26th, 2022 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FF Simplicity Ventures LLC or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September __, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), up to ten (10) shares of Common Stock (as defined below) (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • New York
STOCK ESCROW AGREEMENT, dated as of July 21, 2020 (“Agreement”), by and among PROPERTY SOLUTIONS ACQUISITION CORP., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
Property Solutions Acquisition Corp. New York, NY 10065 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • July 2nd, 2020 • Property Solutions Acquisition Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Property Solutions Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
AGREEMENT AND PLAN OF MERGER dated as of January 27, 2021 by and among PROPERTY SOLUTIONS ACQUISITION CORP., PSAC MERGER SUB LTD. and FF INTELLIGENT MOBILITY GLOBAL HOLDINGS LTD.Merger Agreement • January 28th, 2021 • Property Solutions Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of January 27, 2021, is entered into by and among Property Solutions Acquisition Corp., a Delaware corporation (“Acquiror”), PSAC Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 27th day of January, 2021, by and among Property Solutions Acquisition Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
WARRANT AGREEMENTWarrant Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • New York
This agreement is made as of July 21, 2020 between Property Solutions Acquisition Corp., a Delaware corporation, with offices at 654 Madison Avenue, Suite 1009 New York, New York 10065 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • July 22nd, 2021 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the 21st day of July, 2021 (the “Effective Date”), by and between Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT faraday future intelligent electric inc.Warrant Agreement • February 6th, 2023 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__] or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__], 20[__]2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), up to [__] shares of Common Stock (as defined below) (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT faraday future intelligent electric inc.Security Agreement • September 22nd, 2023 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FF Vitality Ventures LLC or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 21, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), up to 23,109 shares of Common Stock (as defined below) (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; the purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SMART KING LTD. EQUITY INCENTIVE PLAN SHARE OPTION AGREEMENTShare Option Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • California
Any capitalized terms used but not defined in this Share Option Agreement (the “Option Agreement”) shall have the meanings ascribed to such terms in the Smart King Ltd. Equity Incentive Plan (as amended from time to time, the “Plan”). In case of discrepancy between the Option Agreement and the Deed of Undertaking and/or any charter documents of Smart King Ltd., the later shall prevail.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED JULY 21, 2021Registration Rights Agreement • July 22nd, 2021 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of July 21, 2021 by and among Faraday Future Intelligent Electric Inc. (formerly known as Property Solutions Acquisition Corp.), a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
Heads of AgreementHeads of Agreement • September 26th, 2022 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • Delaware
Faraday Future Intelligent Electric Inc. (“FFIE”), FF Global Partners LLC (“FF Global Partners”) and FF Top Holding LLC (“FF Top”), by their execution and delivery of this Heads of Agreement (this “Heads of Agreement” or “Agreement”), intending to be legally bound, hereby agree as follows effective as of September 23, 2022 (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2020 • Property Solutions Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of _________, 2020, by and among Property Solutions Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
EXCHANGE AGREEMENTExchange Agreement • February 6th, 2023 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • Delaware
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 3rd day of February, 2023, by and among Faraday Future Intelligent Electric Inc., a Delaware corporation with offices located at 18455 S. Figueroa Street, Gardena, CA 90248 (the “Company”), and the investors signatory hereto (collectively the “Holders”).
EXCHANGE AGREEMENTExchange Agreement • October 20th, 2022 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • Delaware
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 19th day of October, 2022, by and among Faraday Future Intelligent Electric Inc., a Delaware corporation with offices located at 18455 S. Figueroa Street, Gardena, CA 90248 (the “Company”), and the investors signatory hereto (collectively the “Holders”).
SHAREHOLDER AGREEMENT DATED JULY 21, 2021Shareholder Agreement • July 22nd, 2021 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • Delaware
This Shareholder Agreement is entered into as of July 21, 2021 by and between Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), and FF Top Holding LLC, a Delaware limited liability company (“FF Top” or the “Shareholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 28th, 2022 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • California
This Employment Agreement (the “Agreement”), dated as of November 28, 2022, is by and among the Faraday Future Intelligent Electric Inc. (the “Company”), Faraday&Future Inc. (“Faraday Future”), and Xuefeng Chen (the “Executive”).
AMENDED AND RESTATED SHAREHOLDER AGREEMENT DATED JANUARY 13, 2023Shareholder Agreement • January 17th, 2023 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • Delaware
This Amended and Restated Shareholder Agreement is entered into as of January 13, 2023 by and between Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), FF Top Holding LLC, a Delaware limited liability company (“FF Top” or the “Shareholder”) and (solely for purposes of Section 4.2) FF Global Partners LLC.
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 23rd, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies
THIS THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of June 14, 2021 (the “Amendment Date”) by and among Property Solutions Acquisition Corp., a Delaware corporation (“Acquiror”), PSAC Merger Sub Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Each of the Company, Merger Sub and Acquiror are referred to herein as a “Party” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).
TO: Faraday Future Intelligent Electric Inc. Date: September 23, 2022 RE: Advanced ApprovalAdvanced Approval Agreement • September 26th, 2022 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • Delaware
This letter agreement is by and between FF Top Holding LLC (“FF Top”) and Faraday Future Intelligent Electric Inc. (“Faraday” or the “Company”).
ContractRider to Master Lease Agreement • July 12th, 2024 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies
To and part of the Master Lease Agreement dated as of July 11, 2024 (the “Lease”), between UTICA LEASECO, LLC, its successors and assigns (“Lessor”) and FARADAY&FUTURE INC., a California corporation, its successors and permitted assigns (hereafter referred to both individually, and collectively (if more than one), as “Lessee”).
GUARANTY OF LEASEGuaranty of Lease • October 19th, 2023 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies
THIS GUARANTY OF LEASE (this “Guaranty”) is made by FARADAY FUTURE INTELLIGENT ELECTRIC, INC., a Delaware corporation (the “Guarantor”), to 10701 IDAHO OWNER, LLC (the “Landlord”), with respect to the Lease Agreement (the “Lease”) dated October 19, 2023 between Landlord and FARADAY&FUTURE INC., a Delaware corporation (the “Tenant”), relating to certain premises located at 10701 Idaho Ave, Hanford, CA (the “Property”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • California
This Transaction Support Agreement (this “Agreement”) is made and entered into as of January 27, 2021 by and among the following parties:
AMENDMENT NO. 9 August 4, 2023 Faraday Future Intelligent Electric Inc. 18455 South Figueroa Street Gardena, California 90248 Attention: Legal Department, Mike Beck Phone: (800) 228-7702 Email: david.beck@ff.comSecurities Purchase Agreement • August 7th, 2023 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies
Reference is made to that certain Securities Purchase Agreement dated as of August 14, 2022 (as amended by that certain Amendment No. 1 to Securities Purchase Agreement and Convertible Senior Secured Promissory Notes, dated as of September 23, 2022, that certain Joinder and Amendment Agreement, dated as of September 25, 2022, that certain Limited Consent and Third Amendment to Securities Purchase Agreement, dated as of October 24, 2022, that certain Amendment No. 4, dated as of December 28, 2022, that certain Limited Consent and Amendment No. 5, dated as of January 25, 2023, that certain Amendment No. 6 to Securities Purchase Agreement, dated as of February 3, 2023, that certain Amendment No. 7, dated as of March 23, 2023, that certain Amendment No. 8, dated as of May 8, 2023, and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “SPA”), by and among Faraday Future Intelligent Electric Inc., a Delaware corporat
LIMITED CONSENT AND AMENDMENT NO. 5 January 25, 2023 Faraday Future Intelligent Electric Inc. 18455 South Figueroa Street Gardena, California 90248 Attention: Legal Department, Deepak Parashar Phone: (800) 228 - 7702 Email: deepak.parashar@ff.com Re:...Securities Purchase Agreement • February 7th, 2023 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies
Reference is made to that certain Securities Purchase Agreement dated as of August 14, 2022 (as amended by that certain Amendment No. 1 to Securities Purchase Agreement and Convertible Senior Secured Promissory Notes, dated as of September 23, 2022, that certain Joinder and Amendment Agreement, dated as of September 25, 2022, that certain Limited Consent and Third Amendment to Securities Purchase Agreement, dated as of October 24, 2022, that certain Limited Consent dated November 8, 2022, that certain Amendment No. 4, dated as of December 28, 2022 and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “SPA”) by and among Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Issuer”), Senyun International Ltd. (“Senyun”), the other financial institutions or other entities from time to time parties thereto (each, a “Purchaser” and collectively, the “Purchasers”) and FF Simplicity Ventures LLC, a D
Purchase AgreementPurchase Agreement • December 27th, 2023 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies
This Purchase Agreement (this “Agreement”) is made as of December 21, 2023, by and between the purchaser listed on Exhibit A attached hereto (the “Purchaser”) and Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 8th, 2024 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies
This FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of March 14, 2024 (“Effective Date”), by and between 10701 Idaho Owner, LLC, a Delaware limited liability company (“Landlord) and Faraday&Future Inc., a California corporation (“Tenant”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 9th, 2023 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • California
This Consulting Services Agreement (“Agreement”) is entered into March 6, 2023 and effective as of February 1, 2023 (“Effective Date”), by and between Faraday Future Intelligent Electric Inc. (the “Company”) and FF Global Partners LLC (“Consultant”).
SETTLEMENT AND RELEASE AGREEMENTSettlement Agreement • May 28th, 2024 • Faraday Future Intelligent Electric Inc. • Motor vehicles & passenger car bodies • California
This Settlement and Release Agreement (this “Agreement”) is made and entered into as of March 11, 2024 (the “Effective Date”) by and between PALANTIR TECHNOLOGIES INC., a corporation with its principal place of business located at 1200 17th Street, Floor 15, Denver, Colorado, 80202 (“Palantir”), and FARADAY & FUTURE, INC., a corporation with its principal place of business located at 18455 South Figueroa Street, Gardena, California, 90248(“Faraday”).
