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”).
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, 2020Property Solutions Acquisition Corp. • April 5th, 2021 • 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”).
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”).
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”).
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 , 2021Registration Rights Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of [●], 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”.
SHAREHOLDER AGREEMENT DATED ,Shareholder Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • Delaware
This Shareholder Agreement is entered into as of [●] 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 • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • California
This Employment Agreement (the “Agreement”), dated as of the effective time of the business combination of Property Solutions Acquisition Corp. (which, upon such combination, shall be known as Faraday Future Intelligent Electric Inc., or the “Company”) and FF Intelligent Mobility Global Holdings Ltd. (such effective time, the “Effective Date”), is by and among the Company, Faraday&Future Inc. (“Faraday Future”), and Carsten Breitfeld (the “Executive”).
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:
SECOND AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENTCollateral Agency and Intercreditor Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • New York
THIS SECOND AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Amendment”) by and among BIRCH LAKE FUND MANAGEMENT, LP, as Collateral Agent for the benefit of the Secured Parties (“Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, as Notes Agent for the Purchasers (“Notes Agent”), the purchasers party hereto (the “Purchasers”), FARADAY&FUTURE INC., a California corporation (“Faraday”), FF INC., a California corporation (“U.S. Holdings”), FARADAY SPE, LLC, a California limited liability company (“Faraday SPE” and, together with U.S. Holdings and Faraday, each an “Issuer” and, collectively, the “Issuers”), and the guarantors party hereto (the “Guarantors”), is entered into as of March 1, 2021 (the “Second Amendment Date”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 27, 2021, by and among FF Intelligent Mobility Global Holdings Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Property Solutions Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Property Solutions Acquisition Corp., a Delaware corporation (“PSAC” or “Acquiror”) and the other stockholders of PSAC set forth on Schedule I hereto (such individuals, together with Sponsor, each a “Sponsor Stockholder”, and collectively, the “Sponsor Stockholders”). The Company, the Sponsor Stockholders and PSAC are sometimes referred to herein as a “Party” and collectively as the “Parties”.
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 15, 2021 by and among the following parties:
SMART KING LTD. SPECIAL TALENT 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 (this “Agreement” or the “Option Agreement”) shall have the meanings ascribed to such terms in the Smart King Ltd. Special Talent 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.
SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of October 9, 2020 among FARADAY&FUTURE INC., FF INC., FARADAY SPE, LLC, and ROBIN PROP HOLDCO LLC, as Issuers, THE GUARANTORS PARTY HERETO, BIRCH LAKE FUND MANAGEMENT, LP, as Collateral...Note Purchase Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • New York
THIS SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT made as of October 9, 2020 (the “Second A&R Date”), by and among BIRCH LAKE FUND MANAGEMENT, LP, a Delaware limited partnership (“BL Management”), as Collateral Agent (as defined below) for the benefit of the Secured Parties (as defined below), U.S. BANK NATIONAL ASSOCIATION, as Notes Agent (as defined below), the PURCHASERS party hereto, FARADAY&FUTURE INC., a California corporation (“Faraday”), FF INC., a California corporation (“U.S. Holdings”), ROBIN PROP HOLDCO LLC, a Delaware limited liability company (“Robin”), and FARADAY SPE, LLC, a California limited liability company (“Faraday SPE”), as Issuers, and the GUARANTORS party hereto.
FIRST AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Amendment”) by and among BIRCH LAKE FUND MANAGEMENT, LP, as Collateral Agent for the benefit of the Secured Parties (“Collateral Agent”), U.S. BANK NATIONAL ASSOCIATION, as Notes Agent for the Purchasers (“Notes Agent”), the purchasers party hereto (the “Purchasers”), FARADAY&FUTURE INC., a California corporation (“Faraday”), FF INC., a California corporation (“U.S. Holdings”), FARADAY SPE, LLC, a California limited liability company (“Faraday SPE” and, together with U.S. Holdings and Faraday, each an “Issuer” and, collectively, the “Issuers”), and the guarantors party hereto (the “Guarantors”), is entered into as of January 13, 2021(the “First Amendment Date”).
Ladies and Gentlemen:Lock-Up Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • Delaware
This Lock-Up Agreement (this “Agreement”) is entered into in connection with, and conditioned upon the consummation of the transactions contemplated by, that certain Agreement and Plan of Merger, dated as of January 27, 2021 (the “Merger Agreement”), 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”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
SMART KING LTD. EQUITY INCENTIVE PLAN SHARE OPTION AGREEMENT (FOR PRC EMPLOYEES)Equity Incentive Plan • 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.
Property Solutions Acquisition Corp.Property Solutions Acquisition Corp. • April 5th, 2021 • Motor vehicles & passenger car bodies
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of Property Solutions Acquisition Corp’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Benchmark Real Estate Group LLC shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 654 Madison Avenue, Suite 1009, New York, New York 10065 (or any successor location). In exchange therefore, the Company shall pay Benchmark Real Estate Group LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Terminati
Ladies and Gentlemen:Lock-Up Agreement • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies • Delaware
This Lock-Up Agreement (this “Agreement”) is entered into in connection with, and conditioned upon the consummation of the transactions contemplated by, that certain Agreement and Plan of Merger, dated as of January 27, 2021 (the “Merger Agreement”), 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”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
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:
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 5th, 2021 • Property Solutions Acquisition Corp. • Motor vehicles & passenger car bodies
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of February 25, 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).
